Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2009
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to ____________
Commission file number: 000-53049
Reshoot Production Company
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(Exact name of registrant as specified in its charter)
Nevada 26-1665960
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2749 Kingclaven, Henderson, NV 89044
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(Address of principal executive offices)(Zip Code)
Issuer's telephone number, including area code: (702) 416-1004
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No
Indicate by checkmark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
Indicate by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer," and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
[ ] Large accelerated filer [ ] Accelerated filer
[ ] Non-accelerated filer [X] Smaller reporting company
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes[ ] No [X]
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently
completed second fiscal quarter:
The aggregate market value of the Company's common shares of voting stock held
by non-affiliates of the Company at February 12, 2010, computed by reference to
the $0.24 Registration Statement per-share price (reverse split adjusted) on
January 29, 2008 (date of effectiveness), was $48,000.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date:
As of February 12, 2010, the registrant's outstanding common stock consisted
of 766,667 shares, $0.001 Par Value. Authorized - 70,000,000 common
voting shares.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
INDEX
Title Page
ITEM 1. BUSINESS 5
ITEM 2. PROPERTIES 19
ITEM 3. LEGAL PROCEEDINGS 20
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 20
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 21
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF 22
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 26
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 27
ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES 27
ITEM 10. DIRECTOR, EXECUTIVE OFFICER AND CORPORATE GOVERNANCE 30
ITEM 11. EXECUTIVE COMPENSATION 34
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, 36
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 37
AND DIRECTOR INDEPENDENCE
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 38
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 39
2
FORWARD-LOOKING STATEMENTS
This document contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. All statements other
than statements of historical fact are "forward-looking statements" for
purposes of federal and state securities laws, including, but not limited to,
any projections of earnings, revenue or other financial items; any statements
of the plans, strategies and objections of management for future operations;
any statements concerning proposed new services or developments; any
statements regarding future economic conditions or performance; any statements
or belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words "may", "could", "estimate",
"intend", "continue", "believe", "expect" or "anticipate" or other similar
words. These forward-looking statements present our estimates and assumptions
only as of the date of this report. Accordingly, readers are cautioned not to
place undue reliance on forward-looking statements, which speak only as of the
dates on which they are made. We do not undertake to update forward-looking
statements to reflect the impact of circumstances or events that arise after
the dates they are made. You should, however, consult further disclosures we
make in future filings of our Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K.
Although we believe that the expectations reflected in any of our forward-
looking statements are reasonable, actual results could differ materially from
those projected or assumed in any of our forward-looking statements. Our future
financial condition and results of operations, as well as any forward-looking
statements, are subject to change and inherent risks and uncertainties. The
factors impacting these risks and uncertainties include, but are not limited
to:
o inability to raise additional financing for working capital and product
development;
o inability to identify motion pictures to produce;
o deterioration in general or regional economic, market and political
conditions;
o the fact that our accounting policies and methods are fundamental to how we
report our financial condition and results of operations, and they may
require management to make estimates about matters that are inherently
uncertain;
o adverse state or federal legislation or regulation that increases the costs
of compliance, or adverse findings by a regulator with respect to existing
operations;
o changes in U.S. GAAP or in the legal, regulatory and legislative
environments in the markets in which we operate;
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o inability to efficiently manage our operations;
o inability to achieve future operating results;
o our ability to recruit and hire key employees;
o the inability of management to effectively implement our strategies and
business plans; and
o the other risks and uncertainties detailed in this report.
In this form 10-K references to "Reshoot Production Company", "the Company",
"we", "us", and "our" refer to Reshoot Production Company.
AVAILABLE INFORMATION
We file annual, quarterly and special reports and other information with the
SEC. You can read these SEC filings and reports over the Internet at the SEC's
website at www.sec.gov. You can also obtain copies of the documents at
prescribed rates by writing to the Public Reference Section of the SEC at 100 F
Street, NE, Washington, DC 20549 on official business days between the hours of
10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for further
information on the operations of the public reference facilities. We will
provide a copy of our annual report to security holders, including audited
financial statements, at no charge upon receipt to of a written request to us
at Reshoot Production Company, 2749 Kingclaven, Henderson, NV 89044.
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PART I
ITEM 1. BUSINESS
History and Organization
------------------------
The Company was organized October 31, 2007 (Date of Inception) under the laws
of the State of Nevada, as Reshoot Production Company The Company was
incorporated as a subsidiary of Reshoot & Edit, a Nevada corporation.
Our Business
------------
Reshoot Production Company acquired the interests in and rights and title to
an Option Purchase Agreement for an unpublished script entitled "Masquerade."
This option agreement granted to Reshoot Production Company an option to
purchase motion picture ("Motion Picture" meaning theatrical motion picture
and or television) and ancillary rights in the unpublished script that expired
on November 30, 2008. Reshoot Production Company needed to raise one million
dollars to produce this film.
Under the terms of the agreement a joint venture was to be formed with
Braverman Productions, who would produce this film, and any monies generated
by this joint will be split 50/50 between Reshoot Production Company and
Braverman Productions after Reshoot Production Company recoups the first
$1,000,000 (one million dollars). There would be no expenses, interest, or
overhead of any kind deducted by Reshoot Production Company from any of the
income.
Management of the Company is in the process of identifying another movie
opportunities for the Company. At this point, management has yet to identify
any opportunities, and there are no assurances that anything will result from
these discussions.
Our offices are currently located at 2749 Kingclaven, Henderson, NV 89044.
Motion Picture Industry Overview
--------------------------------
The "major" studios dominate the motion picture industry in the United States
by controlling the distribution of films that they produce as well as films
that are produced by "independent" studios. These major studios include
among others: The Walt Disney Company; Sony Pictures Entertainment;
Paramount Pictures; Twentieth Century Fox Film Corporation; Universal
Studios; and Warner Bros. Entertainment.
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Historically, the major studios financed, produced and distributed the vast
majority of American-made motion pictures. Today, much of the financing and
distribution of major motion pictures remains in the control of these major
studios. But as many of the major studios have become part of large
conglomerate business operations, or diversified their operations, they have
adopted a policy of producing only a relatively small number of films each
year. As demand for filmed entertainment has increased, many smaller,
independent film production companies have been successfully established to
fill the excess demand for motion pictures.
Management believes that two convergent trends in the production and
distribution of motion pictures have led to an opportunity for independent
films to be profitably exploited. This includes: 1) the increasing
commercial success of independent films; and 2) the increasing commercial
success of DVDs.
In the last decade, the distribution of independent films, films produced by
independent production companies outside of the major studios, brought
increasing commercial success to the major studios that were distributing
them. Management believes that increasing commercial success of independent
films that cater to specific audiences or specialized tastes is an indication
that consumer tastes have proven broader than what the major studios can
fulfill.
As the demand for a diversity of motion pictures has expanded, so too has
audience market with the commercial success of the DVD format. The popular
and inexpensive DVD format has expanded the audience market beyond
traditional theatrical distribution. The high production, marketing, and
distribution costs for films produced for theatrical distribution
economically require that theatrically distributed films have the broadest
possible audience appeal.
Motion Picture Distribution
---------------------------
The commercial success of any film is dependent upon distribution. Many
independent films never find a distributor. As independent producer,
management recognizes that its success is having a distribution deal prior to
production of the film.
The revenue of a distributor is derived not just from the theatrical
exploitation of a film. It also includes receipts from television and cable
sales, video cassettes, and ancillary rights, non-theatrical distribution
rights, merchandising rights and even sound track albums and music rights.
Generally, the marketing department of the distributor determines how a
picture will be sold. This includes the concept for the campaign and the
marketing strategy as to where to open the picture and when.
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Business Strategy
-----------------
The business of acquiring, developing, producing and distributing movies
involves several stages. We plan to evaluate screenplays and programming
ideas on an ongoing basis. Depending on the proposed budget for a project
and the availability of financing, a we will either (i) acquire the property
and proceed to develop, produce and distribute it on its own, or (ii) option
the property for a nominal fee and sell or license it to a studio,
distributor or larger production company, potentially earning fees and
profits depending on its level of involvement. After evaluating properties
and selecting those in which to be involved, we plan to determine budgets for
the projects, identify the methods and sources for financing, identify a
production subcontractors, and identify and negotiate with potential
distributors, or market the products directly to exhibitors.
Developmentment and Finance
---------------------------
Reshoot and Edit plans to acquire the motion picture rights, or an option on
such rights, to a literary property. Traditionally, most feature length
motion pictures have been financed by the major motion picture distribution
companies which advance the entire cost of production of a picture and which
recoup that cost, if at all, from the revenues generated by that company's
distribution of the picture in all media. Although this traditional method
of motion picture financing continues to exist, an alternative for smaller
production companies is financing obtained from private investors.
Pre-Production.
Through a competitive sourcing process, several production companies will
provide detailed budgets and these figures will be used as a component in
determining the amount of funding to produce a movie. The selected company
will be contractually responsible for hiring key personnel (including the
director, principal cast, and production personnel), determining production
locations and shooting schedules, for the screenplay. The production company
will only undertake these activities if the screenplay has been funded.
Post-Production. During the post-production stage, the picture is edited,
music and sound effects are synchronized with the motion picture, special
effects are added, and the motion picture is brought to a completed form.
Problems may arise in the editing, it may become apparent that additional
photography is needed, or costs may be greater than anticipated.
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Distribution
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The management of Reshoot and Edit will employ their best efforts to sell the
Film and all ancillary rights in all available markets. Theatrical
distribution and marketing of motion pictures involves licensing the right to
exhibit motion pictures on a rental basis to theaters, the creation and
dissemination of advertising and publicity, accounting, billing, credit and
collection, the manufacture, inspection and dissemination of prints used in
exhibition, and the maintenance, delivery, storage, inspection and repair of
such prints.
Generally, distributors and theatre exhibitors will enter into agreements
whereby the exhibitor retains a portion of the gross box office receipts,
which are the admissions paid at the box office. The balance is remitted to
the distributor. Frequently, exhibitors and distributors must negotiate as to
the appropriate percentage to be remitted to the distributor, which may delay
payment of the gross film rental to the distributor.
Television Rights
-----------------
In the United States, broadcast rights are granted to networks such as NBC,
ABC, CBS, or Fox for exhibition by all of the network's affiliates.
Syndicated rights include rights granted to individual local television
stations or groups of stations. Pay television rights include rights granted
to cable, direct broadcast satellite, microwave and other services paid for
by subscribers. The right to license a motion picture to the television
markets may be granted to domestic or foreign theatrical distributors. Not
all films are suitable for network television exhibition due to subject
matter, editing requirements and other factors. With the increasing market
role of pay television, the number of films licensed for and fees generated
from network television have decreased significantly in the last few years.
Pay television revenues, in many cases, have more than made up for this
decline, with substantial license fees based either on a fixed fee or
per-subscriber basis. There is no assurance that separate licenses will be
negotiated for cable or free television, or if any such agreements will be
obtained.
Other Distribution Rights
-------------------------
A motion picture typically becomes available on home DVD for purchase or
rental by consumers approximately six months after its initial theatrical
release. In addition to the distribution media and markets described above,
the owner of a film usually licenses the right to non-theatrical uses to
distributors who in turn make the film available to airlines, hotels,
schools, oil rigs, public libraries, prisons, community groups, the armed
forces, ships at sea and others, as well as the right to license the
performance of musical works and sound recordings embodied in a motion
picture, including public performance and sheet music publication. Again,
there are no assurances that separate licenses will be negotiated with these
other mediums.
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Costs for Independent Productions
---------------------------------
Generally, budgets for the independently financed features fall into the
$250,000 to $10 million range versus $50 to $150 million for the big budget
films. As with the movie industry in general, a substantial number of
independently financed feature films are not commercially successful for a
variety of reasons. The gross revenue potential for motion pictures which
have a more limited release without famous talent may be substantially less
than for motion pictures that have a broad theatrical release. The
distribution of a film generally takes two to three years to run through all
the markets in every territory, from theatrical to pay-per-view to home
video, and then airlines, hotels network, cable and syndicated television. A
film may be shown on numerous occasions at different times on various
television stations.
Competition
-----------
The motion picture industry is intensely competitive. In addition to
competing with the major film studios that dominate the motion picture
industry, we will also compete with numerous independent motion picture
production companies, television networks, and pay television systems.
Virtually all of our competitors are significantly larger than we are, have
been in business much longer than we have, and have significantly more
resources at their disposal.
The motion picture industry at times may create an oversupply of motion
pictures in the market. The number of motion pictures released by different
movie studies, particularly the major U.S. studios, may create an oversupply
of product in the market, reduce our potential share of box office receipts
and make it more difficult for our film to succeed commercially. Oversupply
may become most pronounced during peak release times, such as school holidays
and national holidays, when theatre attendance is expected to increase.
The limited supply of motion picture screens compounds this product
oversupply problem. Currently, a substantial majority of the motion picture
screens in the U.S. typically are committed at any one time to only 10 to 15
films distributed nationally by major studio distributors. In addition, as a
result of changes in the theatrical exhibition industry, including
reorganizations and consolidations and the fact that major studio releases
occupy more screens, the number of screens available to us when we want to
release a picture may decrease. If the number of motion picture screens
decreases, box office receipts, and the correlating future revenue streams,
such as from home video and pay and free television, of our motion pictures
may also decrease, which could have a material adverse effect on our
business, results of operations and financial condition.
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Reshoot Production Company's Funding Requirements
-------------------------------------------------
We do not have sufficient capital to produce a motion picture. Management
anticipates Reshoot Production Company will require at least $1,000,000 to
produce a screenplay. There is no assurance that we will have revenue in the
future or that we will be able to secure the necessary funding to develop our
business. Without additional funding, it is most likely that our business
model will fail, and we shall be forced to cease operations.
Future funding could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or
amortization expenses related to goodwill and other intangible assets, which
could materially adversely affect the Company's business, results of
operations and financial condition. Any future acquisitions of other
businesses, technologies, services or product(s) might require the Company to
obtain additional equity or debt financing, which might not be available on
terms favorable to the Company, or at all, and such financing, if available,
might be dilutive.
Patent, Trademark, License and Franchise Restrictions and Contractual
Obligations and Concessions
---------------------------------------------------------------------
We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts.
We will assess the need for any copyright, trademark or patent applications
on an ongoing basis.
Research and Development Activities and Costs
---------------------------------------------
Reshoot Production Company did not incur any research and development costs
for the years ended December 31, 2009 and 2008, and has no plans to undertake
any research and development activities during the next year of operations.
Compliance With Environmental Laws
----------------------------------
We are not aware of any environmental laws that have been enacted, nor are we
aware of any such laws being contemplated for the future, that impact issues
specific to our business. In our industry, environmental laws are
anticipated to apply directly to the owners and operators of companies. They
do not apply to companies or individuals providing consulting services,
unless they have been engaged to consult on environmental matters. We are not
planning to provide environmental consulting services.
10
Employees
---------
We have no full time employees at this time. All functions including
development, strategy, negotiations and clerical work is being provided by
our sole officer on a voluntary basis, without compensation.
Item 1A. Risk Factors.
Risk Factors Relating to Our Company
------------------------------------
1. SINCE WE ARE A DEVELOPMENT COMPANY, AND WE HAVE NOT GENERATED ANY
REVENUES, THERE ARE NO ASSURANCE THAT OUR BUSINESS PLAN WILL EVER BE
SUCCESSFUL.
Our company was incorporated on October 31, 2007, we are a spin off of
Reshoot & Edit. We have realized no revenues. We have no solid operating
history upon which an evaluation of our future prospects can be made. Based
upon current plans, we expect to incur operating losses in future periods as
we incur significant expenses associated with the initial startup of our
business. Further, there are no assurances that we will be successful in
realizing revenues or in achieving or sustaining positive cash flow at any
time in the future. Any such failure could result in the possible closure of
our business or force us to seek additional capital through loans or
additional sales of our equity securities to continue business operations,
which would dilute the value of any shares you purchase in this distribution.
2. IF OUR BUSINESS PLAN IS NOT SUCCESSFUL, WE MAY NOT BE ABLE TO CONTINUE
OPERATIONS AS A GOING CONCERN AND OUR STOCKHOLDERS MAY LOSE THEIR ENTIRE
INVESTMENT IN US.
As discussed in the Notes to Financial Statements included in this annual
report, at December 31, 2009 we had no working capital, no assets, current
liabilities of $1,250 and stockholders' equity of approximately $(1,250).
In addition, we had a net loss of approximately $(27,150) for the period
October 31, 2007 (inception) to December 31, 2009.
These factors raise substantial doubt that we will be able to continue
operations as a going concern, and our independent auditors included an
explanatory paragraph regarding this uncertainty in their report on our
financial statements for the years ended December 31, 2009 and 2008. Our
ability to continue as a going concern is dependent upon our generating cash
flow sufficient to fund operations and reducing operating expenses. Our
business plans may not be successful in addressing these issues. If we
cannot continue as a going concern, our stockholders may lose their entire
investment in us.
11
3. WE EXPECT LOSSES IN THE FUTURE BECAUSE WE HAVE GENERATED NO REVENUE.
We have generated no revenues, we are expect losses over the next eighteen
(18) to twenty-four (24) months since we have no revenues to offset the
expenses associated in executing our business plan. We cannot guarantee that
we will ever be successful in generating revenues in the future. We
recognize that if we are unable to generate revenues, we will not be able to
earn profits or continue operations as a going concern. There is no history
upon which to base any assumption as to the likelihood that we will prove
successful, and we can provide investors with no assurance that we will
generate any operating revenues or ever achieve profitable operations.
4. WE HAVE NO OPERATING HISTORY AS AN INDEPENDENT PUBLIC COMPANY AND WE
MAY BE UNABLE TO OPERATE PROFITABLY AS A STAND-ALONE COMPANY.
Reshoot Production Company does not have an operating history as an
independent public company. Historically, since the businesses that comprise
each of Reshoot & Edit and Reshoot Production Company have been under one
ultimate parent, they have been able to rely, to some degree, on the
earnings, assets, and cash flow of each other for capital requirements.
After the Distribution, Reshoot Production Company will be an independent
company, unable to rely on Reshoot & Edit Following the Distribution,
Reshoot Production Company will maintain its own credit and banking
relationships and perform its own financial and investor relations functions.
Reshoot Production Company may not be able to successfully put in place the
financial, administrative and managerial structure necessary to operate as
fully reporting independent public company, and the development of such
structure will require a significant amount of management's time and other
resources.
5. SINCE OUR OFFICER WORKS FOR US PART TIME, HIS OTHER ACTIVITIES COULD SLOW
DOWN OUR OPERATIONS.
Ed DeStefano, our sole officer, does not work for us exclusively and does not
devote all of his time to our operations. Therefore, it is possible that a
conflict of interest with regard to his time may arise based on his
employment in other activities. His other activities will prevent him from
devoting full-time to our operations which could slow our operations and may
reduce our financial results because of the slow down in operations.
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Ed DeStefano, the President and Director of the company, currently devotes
approximately 5-10 hours per week to company matters. The responsibility of
developing the company's business, the distribution of the shares through
this prospectus and fulfilling the reporting requirements of a public company
all fall upon Mr. DeStefano. We have not formulated a plan to resolve any
possible conflict of interest with her other business activities. Mr.
DeStefano intends to limit his role in his other business activities and
devote more of his time to Reshoot Production Company after we attain a
sufficient level of revenue and are able to provide sufficient officers'
salaries per our business plan. In the event she is unable to fulfill any
aspect of her duties to the company we may experience a shortfall or complete
lack of sales resulting in little or no profits and eventual closure of the
business.
6. OUR SOLE OFFICER, MR. ED DESTEFANO, NO PRIOR EXPERIENCE IN RUNNING A
MOVIE PRODUCTION COMPANY.
Our sole executive officer has no experience in operating a movie production
company prior to Reshoot Production Company. Due to his lack of experience,
our executive officer may make wrong decisions and choices regarding key
decisions on behalf of the Company. Consequently, our Company may suffer
irreparable harm due to management's lack of experience in this industry.
7. IF WE ARE UNABLE TO OBTAIN ADDITIONAL FUNDING, OUR BUSINESS OPERATIONS
WILL BE HARMED. EVEN IF WE DO OBTAIN ADDITIONAL FINANCING OUR THEN EXISTING
SHAREHOLDERS MAY SUFFER SUBSTANTIAL DILUTION.
As of December 31, 2009, the Company had no working cash and equivalents.
The Company needs at least one million dollars ($1,000,000) in order to
produce its planned movie production.
There are no guarantees given that the Company will be able to find the
necessary financing or the necessary financing will be available, if required
or if available, will be on terms and conditions satisfactory to management,
especially during this economic downturn. The above outlined capital
problems which could significantly affect the value of any Common Shares and
could result in the loss of an investor's entire investment.
8. WE MAY NOT BE ABLE TO RAISE SUFFICIENT CAPITAL OR GENERATE ADEQUATE
REVENUE TO MEET OUR OBLIGATIONS AND FUND OUR OPERATING EXPENSES.
Failure to raise adequate capital and generate adequate sales revenues to
meet our obligations and develop and sustain our operations could result in
reducing or ceasing our operations. Additionally, even if we do raise
sufficient capital and generate revenues to support our operating expenses,
there can be no assurances that the revenue will be sufficient to enable us
to develop business to a level where it will generate profits and cash flows
from operations. These matters raise substantial doubt about our ability to
continue as a going concern. Our independent auditors currently included an
explanatory paragraph in their report on our financial statements regarding
concerns about our ability to continue as a going concern.
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9. WE MAY NOT BE ABLE TO COMPETE WITH LARGER INDEPENDENT MOVIE CONTRACT
PRODUCTION COMPANIES, THE MAJORITY OF WHOM HAVE GREATER RESOURCES AND
EXPERIENCE THAN WE DO.
We are very small and unproven entity as compared to our competitors. As an
independent producer, we will compete with major U.S. and international
studios. Most of the major U.S. studios are part of large diversified
corporate groups with a variety of other operations, including television
networks and cable channels, that can provide both the means of distributing
their products and stable sources of earnings that may allow them better to
offset fluctuations in the financial performance of their motion picture and
television operations. In addition, the major studios have more resources
with which to compete for ideas, storylines and scripts created by third
parties as well as for actors, directors and other personnel required for
production. This will have a material adverse effect on our business,
results of operations and financial condition.
10. LICENSED DISTRIBUTORS' FAILURE TO PROMOTE OUR PROGRAMS MAY ADVERSELY
AFFECT OUR BUSINESS.
Licensed distributors' decisions regarding the timing of release and
promotional support of motion pictures, television programs and related
products are important in determining the success of these pictures, programs
and products. As with most companies engaging in licensed distribution, we
do not control the timing and manner in which our licensed distributors
distribute our motion pictures or television programs. Any decision by those
distributors not to distribute or promote one of our motion pictures,
television programs or related products or to promote our competitors' motion
pictures, television programs or related products to a greater extent than
they promote ours could have a material adverse effect on our business,
results of operations and financial condition.
11. PIRACY OF MOTION PICTURES, INCLUDING DIGITAL AND INTERNET PIRACY, MAY
REDUCE THE GROSS RECEIPTS FROM THE EXPLOITATION OF OUR PRODUCTION.
Motion picture piracy is extensive in many parts of the world. Additionally,
as motion pictures begin to be digitally distributed using emerging
technologies such as the internet and online services, piracy could become
more prevalent, including in the U.S., because digital formats are easier to
copy. As a result, users can download and distribute unauthorized copies of
copyrighted motion pictures over the internet. In addition, there could be
increased use of devices capable of making unauthorized copies of motion
pictures. As long as pirated content is available to download digitally,
many consumers may choose to download such pirated motion pictures rather
than pay to view motion pictures. Piracy of any films we produce may
adversely impact the gross receipts received from the exploitation of these
films, which could have a material adverse effect on our business, results of
operations and financial condition.
14
12. IF WE ARE UNABLE TO ATTRACT KEY EMPLOYEES, WE MAY BE UNABLE TO SUPPORT
THE GROWTH OF OUR BUSINESS.
Successful execution of our business strategy depends, in large part, on our
ability to attract and retain qualified sales representatives and other
personnel with the skills and qualifications necessary to fully execute our
programs and strategy. Competition for talent among companies in the our
industry is intense and we cannot assure you that we will be able to continue
to attract or retain the talent necessary to support the growth of our
business.
13. OUR SOLE OFFICER/DIRECTOR OWNS A CONTROLLING INTEREST IN OUR VOTING
STOCK AND INVESTORS WILL NOT HAVE ANY VOICE IN OUR MANAGEMENT, WHICH COULD
RESULT IN DECISIONS ADVERSE TO OUR GENERAL SHAREHOLDERS.
Our sole officer/director is our principal stockholder, he beneficially owns
approximately or has the right to vote approximately 81% of our outstanding
common stock. As a result, this sole shareholder will have the ability to
control substantially all matters submitted to our stockholders for approval
including:
a) election of our board of directors;
b) removal of any of our directors;
c) amendment of our Articles of Incorporation or bylaws; and
d) adoption of measures that could delay or prevent a change in control or
impede a merger, takeover or other business combination involving us.
As a result of their ownership and positions, these two individuals have the
ability to influence all matters requiring shareholder approval, including
the election of directors and approval of significant corporate transactions.
In addition, the future prospect of sales of significant amounts of shares
held by our director and executive officer could affect the market price of
our common stock if the marketplace does not orderly adjust to the increase
in shares in the market and the value of your investment in the company may
decrease. Management's stock ownership may discourage a potential acquirer
from making a tender offer or otherwise attempting to obtain control of us,
which in turn could reduce our stock price or prevent our stockholders from
realizing a premium over our stock price.
15
14. WE WILL INCUR INCREMENTAL COSTS AS A RESULT OF OPERATING AS A PUBLIC
COMPANY, AND OUR MANAGEMENT WILL BE REQUIRED TO DEVOTE SUBSTANTIAL TIME TO
NEW COMPLIANCE INITIATIVES.
We will incur legal, accounting and other expenses as a fully-reporting
public company. Moreover, the Sarbanes-Oxley Act of 2002 (the
"Sarbanes-Oxley Act"), as well as new rules subsequently implemented by
the SEC, have imposed various new requirements on public companies,
including requiring changes in corporate governance practices. Our
management will need to devote a substantial amount of time to these new
compliance initiatives. Moreover, these rules and regulations will increase
our legal and financial compliance costs and will make some activities more
time-consuming and costly.
The Sarbanes-Oxley Act also requires, among other things, that we maintain
effective internal controls for financial reporting and disclosure controls
and procedures. In particular, commencing in fiscal 2008, we must perform
system and process evaluation and testing of our internal controls over
financial reporting to allow management and our independent registered public
accounting firm to report on the effectiveness of our internal controls over
financial reporting, as required by Section 404 of the Sarbanes-Oxley Act.
Our testing, or the subsequent testing by our independent registered public
accounting firm, may reveal deficiencies in our internal controls over
financial reporting that are deemed to be material weaknesses. Our
compliance with Section 404 will require that we incur substantial accounting
expense and expend significant management efforts. Moreover, if we are not
able to comply with the requirements of Section 404 in a timely manner, or if
we or our independent registered public accounting firm identifies
deficiencies in our internal controls over financial reporting that are
deemed to be material weaknesses, the market price of our stock could
decline, and we could be subject to sanctions or investigations by the SEC or
other regulatory authorities, which would require additional financial and
management resources.
16
RISKS RELATING TO OUR COMMON SHARES
-----------------------------------
15. WE MAY, IN THE FUTURE, ISSUE ADDITIONAL COMMON SHARES, WHICH WOULD
REDUCE INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.
Our Articles of Incorporation authorize the issuance of 70,000,000 shares of
common stock and 5,000,000 preferred shares. The future issuance of common
stock may result in substantial dilution in the percentage of our common
stock held by our then existing shareholders. We may value any common stock
issued in the future on an arbitrary basis. The issuance of common stock for
future services or acquisitions or other corporate actions may have the
effect of diluting the value of the shares held by our investors, and might
have an adverse effect on any trading market for our common stock.
16. OUR COMMON SHARES ARE SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND
THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN
OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes relevant to
us, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to
certain exceptions.
For any transaction involving a penny stock, unless exempt, the rules
require: (a) that a broker or dealer approve a person's account for
transactions in penny stocks; and (b) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity
and quantity of the penny stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the
broker or dealer must: (a) obtain financial information and investment
experience objectives of the person; and (b) make a reasonable determination
that the transactions in penny stocks are suitable for that person and the
person has sufficient knowledge and experience in financial matters to be
capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prescribed by the Commission relating to the
penny stock market, which, in highlight form: (a) sets forth the basis on
which the broker or dealer made the suitability determination; and (b) that
the broker or dealer received a signed, written agreement from the investor
prior to the transaction. Generally, brokers may be less willing to execute
transactions in securities subject to the "penny stock" rules. This may make
it more difficult for investors to dispose of our Common shares and cause a
decline in the market value of our stock.
17
Disclosure also has to be made about the risks of investing in penny stocks
in both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies available to an
investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in
penny stocks.
17. ALTHOUGH OUR STOCK IS LISTED ON THE OTC-BB, A TRADING MARKET HAS NOT
DEVELOP, PURCHASERS OF OUR SECURITIES MAY HAVE DIFFICULTY SELLING THEIR
SHARES.
There is currently no active trading market in our securities and there are
no assurances that a market may develop or, if developed, may not be
sustained. If no market is ever developed for our common stock, it will be
difficult for an investor to sell their shares in our Company. In such a
case, you may find that you are unable to achieve any benefit from your
investment or liquidate your shares without considerable delay, if at all.
The Company's common stock could be subject to wide fluctuations in response
to variations in quarterly results of operations, announcements of
technological innovations or new solutions by the Company or its competitors,
general conditions in pharmaceutical industry, and other events or factors,
many of which are beyond the Company's control. In addition, the stock
market has experienced price and volume fluctuations, which have affected the
market price for many companies in industries similar or related to that of
the Company, which have been unrelated to the operating performance of these
companies. These market fluctuations may have a material adverse eject on
the market price of the Company's common stock if it ever becomes tradable.
18. BECAUSE WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS ON OUR COMMON STOCK,
OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS
THEY SELL THEM.
We intend to retain any future earnings to finance the development and
expansion of our business. We do not anticipate paying any cash dividends on
our common stock in the foreseeable future. Unless we pay dividends, our
stockholders will not be able to receive a return on their shares unless they
sell them. There is no assurance that stockholders will be able to sell
shares when desired.
18
19. WE MAY ISSUE SHARES OF PREFERRED STOCK IN THE FUTURE THAT MAY ADVERSELY
IMPACT YOUR RIGHTS AS HOLDERS OF OUR COMMON STOCK.
Our articles of incorporation authorize us to issue up to 5,000,000 shares of
"blank check" preferred stock. Accordingly, our board of directors will have
the authority to fix and determine the relative rights and preferences of
preferred shares, as well as the authority to issue such shares, without
further stockholder approval. As a result, our board of directors could
authorize the issuance of a series of preferred stock that would grant to
holders preferred rights to our assets upon liquidation, the right to receive
dividends before dividends are declared to holders of our common stock, and
the right to the redemption of such preferred shares, together with a
premium, prior to the redemption of the common stock. To the extent that we
do issue such additional shares of preferred stock, your rights as holders of
common stock could be impaired thereby, including, without limitation,
dilution of your ownership interests in us. In addition, shares of preferred
stock could be issued with terms calculated to delay or prevent a change in
control or make removal of management more difficult, which may not be in
your interest as holders of common stock.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2. Properties.
Our offices are currently located at 2749 Kingclaven, Henderson, NV 89044.
Management believes that its current facilities are adequate for its needs
through the next twelve months, and that, should it be needed, suitable
additional space will be available to accommodate expansion of the Company's
operations on commercially reasonable terms, although there can be no
assurance in this regard. Since the Company's inception, our sole officer
has provided office space to the Company at no charge. Our officer will not
seek reimbursement for past office expenses.
19
Item 3. Legal Proceedings.
From time to time, we may become involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in
these or other matters may arise from time to time that may harm our
business.
We are not presently a party to any material litigation, nor to the knowledge
of management is any litigation threatened against us, which may materially
affect us.
Item 4. Submission of Matters to a Vote of Security Holders.
We did not submit any matters to a vote of our security holders during the
past fiscal year.
20
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
(a) Market Information
Reshoot Production Company Common Stock, $0.001 par value, is traded on the
OTC-Bulletin Board under the symbol: RSPO. The stock was cleared for
trading on the OTC-Bulletin Board on March 14, 2008.
Since the Company has been cleared for trading, through February 12, 2010,
there have been no trades of the Company's stock. There are no assurances
that a market will ever develop for the Company's stock.
On August 17, 2009, the Company initiated a twelve-for-one (12:1) reverse
stock split of its issued and outstanding common stock. This reverse stock
split had no affect on the authorized number of common shares, nor did it
affect the par value of the stock.
(b) Holders of Common Stock
As of February 12, 2010, there were approximately forty-one (41) holders of
record of our Common Stock and 766,667 shares issued and outstanding.
(c) Dividends
In the future we intend to follow a policy of retaining earnings, if any, to
finance the growth of the business and do not anticipate paying any cash
dividends in the foreseeable future. The declaration and payment of future
dividends on the Common Stock will be the sole discretion of board of
directors and will depend on our profitability and financial condition,
capital requirements, statutory and contractual restrictions, future
prospects and other factors deemed relevant.
(d) Securities Authorized for Issuance under Equity Compensation Plans
There are no outstanding grants or rights or any equity compensation plan in
place.
(e) Recent Sales of Unregistered Securities
During the fiscal year ending December 31, 2009, there have been no sales of
the Company's securities.
(f) Issuer Purchases of Equity Securities
We did not repurchase any of our equity securities during the years ended
December 31, 2009 or 2008.
Item 6. Selected Financial Data.
Not applicable.
21
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Overview of Current Operations
------------------------------
Reshoot Production Company is focused on becoming a movie production company,
that purchases movie/television rights, finds financing, and subcontracts the
production of the movie.
Results of Operations for the year ended December 31, 2009
----------------------------------------------------------
We earned no revenues since our inception on October 31, 2007 through
December 31, 2009. We do not anticipate earning any significant revenues
until such time as we can produce a motion picture. We are presently in the
development stage of our business and we can provide no assurance that we
will be successful in producing any motion picture.
For the period of inception through December 31, 2009 we generated no income.
Since our inception on October 31, 2007, we experienced a net loss of
$(27,150). For the year ending December 31, 2009 we lost $16,225 as compared
to a loss of $5,525 for the same period last year. Most of our loss last
year was attributed to legal fees of $10,000 and auditing fees of $5,500 to
keep the Company full reporting. We anticipate our operating expenses will
increase as we build our operations.
Revenues
--------
We generated no revenues for the period from October 31, 2007 (inception)
through December 31, 2009. We do not anticipate generating any revenues for
at least 24 months.
Liquidity and Capital Resources
-------------------------------
Our balance sheet as of December 31, 2009 reflects no assets and $1,250 in
current liabilities.
22
Notwithstanding, we anticipate generating losses and therefore we may be
unable to continue operations in the future. We anticipate we will require
additional capital up to approximately $1,000,000 and we would have to issue
debt or equity or enter into a strategic arrangement with a third party.
There can be no assurance that additional capital will be available to us.
We currently have no agreements, arrangements or understandings with any
person to obtain funds through bank loans, lines of credit or any other
sources.
Our sole officer/director has agreed to contribute funds to the operations
of the Company, in order to keep it fully reporting for the next twelve (12)
months, without seeking reimbursement for the contributed funds.
Future Financings
-----------------
We anticipate continuing to rely on equity sales of our common shares in
order to continue to fund our business operations. Issuances of additional
shares will result in dilution to our existing shareholders. There is no
assurance that we will achieve any of additional sales of our equity
securities or arrange for debt or other financing to fund our exploration and
development activities.
We are seeking to raise a $1,000,000 in a future offering of our common
stock. In the event we are unable to raise $1,000,000, we may be unable to
conduct any operations and may consequently go out of business. There are no
formal or informal agreements to attain such financing and we cannot assure
you that any financing can be obtained. Management has been seeking funding
from a number of sources, but has yet to secure any funding, especially
during this current economic downturn. Management continues to seek
different funding sources in order to initiate its business plan. The
downturn in the economy has limited various sources of financing. Management
continues to seek financing with no success. If we are unable to raise these
funds, we will not be able to implement any of our proposed business
activities and may be forced to cease operations.
Going Concern
-------------
The financial conditions evidenced by the accompanying financial statements
raise substantial doubt as to our ability to continue as a going concern. Our
plans include obtaining additional capital through debt or equity financing.
The financial statements do not include any adjustments that might be
necessary if we are unable to continue as a going concern.
23
Summary of any product research and development that we will perform for the
term of our plan of operation.
----------------------------------------------------------------------------
We do not anticipate performing any product research and development under
our current plan of operation.
Expected purchase or sale of property and significant equipment
---------------------------------------------------------------
We do not anticipate the purchase or sale of any property or significant
equipment; as such items are not required by us at this time.
Significant changes in the number of employees
----------------------------------------------
As of December 31, 2009, we did not have any employees. We are dependent
upon our sole officer and director for our future business development. As
our operations expand we anticipate the need to hire additional employees,
consultants and professionals; however, the exact number is not quantifiable
at this time.
Off-Balance Sheet Arrangements
------------------------------
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results or operations,
liquidity, capital expenditures or capital resources that is material
to investors.
Critical Accounting Policies and Estimates
------------------------------------------
Revenue Recognition: The Company recognizes revenue on an accrual basis as
it invoices for services. Revenue is generally realized or realizable and
earned when all of the following criteria are met: 1) persuasive evidence
of an arrangement exists between the Company and our customer(s); 2) services
have been rendered; 3) our price to our customer is fixed or determinable;
and 4) collectability is reasonably assured.
New Accounting Standards
------------------------
In January 2010, the FASB issued Accounting Standards Update 2010-02,
Consolidation (Topic 810): Accounting and Reporting for Decreases in
Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but
does not change, the scope of current US GAAP. It clarifies the
decrease in ownership provisions of Subtopic 810-10 and removes the
potential conflict between guidance in that Subtopic and asset
derecognition and gain or loss recognition guidance that may exist in
other US GAAP. An entity will be required to follow the amended
guidance beginning in the period that it first adopts FAS 160 (now
included in Subtopic 810-10). For those entities that have already
adopted FAS 160, the amendments are effective at the beginning of the
first interim or annual reporting period ending on or after December
15, 2009. The amendments should be applied retrospectively to the first
period that an entity adopted FAS 160. The Company does not expect the
provisions of ASU 2010-02 to have a material effect on the financial
position, results of operations or cash flows of the Company.
24
In January 2010, the FASB issued Accounting Standards Update 2010-01,
Equity (Topic 505): Accounting for Distributions to Shareholders with
Components of Stock and Cash (A Consensus of the FASB Emerging Issues
Task Force). This amendment to Topic 505 clarifies the stock portion
of a distribution to shareholders that allows them to elect to receive
cash or stock with a limit on the amount of cash that will be
distributed is not a stock dividend for purposes of applying Topics 505
and 260. Effective for interim and annual periods ending on or after
December 15, 2009, and would be applied on a retrospective basis. The
Company does not expect the provisions of ASU 2010-01 to have a
material effect on the financial position, results of operations or
cash flows of the Company.
In December 2009, the FASB issued Accounting Standards Update 2009-17,
Consolidations (Topic 810): Improvements to Financial Reporting by
Enterprises Involved with Variable Interest Entities. This Accounting
Standards Update amends the FASB Accounting Standards Codification for
Statement 167. (See FAS 167 effective date below)
In December 2009, the FASB issued Accounting Standards Update 2009-16,
Transfers and Servicing (Topic 860): Accounting for Transfers of
Financial Assets. This Accounting Standards Update amends the FASB
Accounting Standards Codification for Statement 166. (See FAS 166
effective date below)
In October 2009, the FASB issued Accounting Standards Update 2009-15,
Accounting for Own-Share Lending Arrangements in Contemplation of
Convertible Debt Issuance or Other Financing. This Accounting
Standards Update amends the FASB Accounting Standard Codification for
EITF 09-1. (See EITF 09-1 effective date below)
In October 2009, the FASB issued Accounting Standards Update 2009-14,
Software (Topic 985): Certain Revenue Arrangements That Include
Software Elements. This update changed the accounting model for
revenue arrangements that include both tangible products and software
elements. Effective prospectively for revenue arrangements entered
into or materially modified in fiscal years beginning on or after June
15, 2010. Early adoption is permitted. The Company does not expect
the provisions of ASU 2009-14 to have a material effect on the
financial position, results of operations or cash flows of the Company.
In October 2009, the FASB issued Accounting Standards Update 2009-13,
Revenue Recognition (Topic 605): Multiple-Deliverable Revenue
Arrangements. This update addressed the accounting for multiple-
deliverable arrangements to enable vendors to account for products or
services (deliverables) separately rather than a combined unit and will
be separated in more circumstances that under existing US GAAP. This
amendment has eliminated that residual method of allocation. Effective
prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010. Early
adoption is permitted. The Company does not expect the provisions of
ASU 2009-13 to have a material effect on the financial position,
results of operations or cash flows of the Company.
In September 2009, the FASB issued Accounting Standards Update 2009-12,
Fair Value Measurements and Disclosures (Topic 820): Investments in
Certain Entities That Calculate Net Asset Value per Share (or Its
Equivalent). This update provides amendments to Topic 820 for the fair
value measurement of investments in certain entities that calculate net
asset value per share (or its equivalent). It is effective for interim
and annual periods ending after December 15, 2009. Early application
is permitted in financial statements for earlier interim and annual
periods that have not been issued. The Company does not expect the
provisions of ASU 2009-12 to have a material effect on the financial
position, results of operations or cash flows of the Company.
25
In July 2009, the FASB ratified the consensus reached by EITF (Emerging
Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt
Issuance" ("EITF 09-1"). The provisions of EITF 09-1, clarifies the
accounting treatment and disclosure of share-lending arrangements that
are classified as equity in the financial statements of the share
lender. An example of a share-lending arrangement is an agreement
between the Company (share lender) and an investment bank (share
borrower) which allows the investment bank to use the loaned shares to
enter into equity derivative contracts with investors. EITF 09-1 is
effective for fiscal years that beginning on or after December 15, 2009
and requires retrospective application for all arrangements outstanding
as of the beginning of fiscal years beginning on or after December 15,
2009. Share-lending arrangements that have been terminated as a
result of counterparty default prior to December 15, 2009, but for
which the entity has not reached a final settlement as of December 15,
2009 are within the scope. Effective for share-lending arrangements
entered into on or after the beginning of the first reporting period
that begins on or after June 15, 2009. The Company does not expect the
provisions of EITF 09-1 to have a material effect on the financial
position, results of operations or cash flows of the Company.
In June 2009, the FASB issued SFAS No. 167 (ASC Topic 810), "Amendments
to FASB Interpretation No. 46(R) ("SFAS 167"). SFAS 167 amends the
consolidation guidance applicable to variable interest entities. The
provisions of SFAS 167 significantly affect the overall consolidation
analysis under FASB Interpretation No. 46(R). SFAS 167 is effective as
of the beginning of the first fiscal year that begins after November
15, 2009. SFAS 167 will be effective for the Company beginning in 2010.
The Company does not expect the provisions of SFAS 167 to have a
material effect on the financial position, results of operations or
cash flows of the Company.
In June 2009, the FASB issued SFAS No. 166, (ASC Topic 860) "Accounting
for Transfers of Financial Assets-an amendment of FASB Statement No.
140" ("SFAS 166"). The provisions of SFAS 166, in part, amend the
derecognition guidance in FASB Statement No. 140, eliminate the
exemption from consolidation for qualifying special-purpose entities
and require additional disclosures. SFAS 166 is effective for financial
asset transfers occurring after the beginning of an entity's first
fiscal year that begins after November 15, 2009. The Company does not
expect the provisions of SFAS 166 to have a material effect on the
financial position, results of operations or cash flows of the Company.
In April 2009, the FASB issued SFAS No. 164, (ASC Topic 810) "Not-for-
Profit Entities: Mergers and Acquisitions - including an amendment of
FASB Statement No. 142" ("SFAS 164"). The provisions of SFAS 164
provide guidance on accounting for a combination of not-for-profit
entities either via merger or acquisition. SFAS 164 is effective for
mergers occurring on or after the beginning of an initial reporting
period beginning on or after December 15, 2009 and acquisitions
occurring on or after the beginning of the first annual reporting
period beginning on or after December 15, 2009. The Company does not
expect the provisions of SFAS 164 to have a material effect on the
financial position, results of operations or cash flows of the Company.
In June 2009, the Securities and Exchange Commission's Office of the
Chief Accountant and Division of Corporation Finance announced the
release of Staff Accounting Bulletin (SAB) No. 112. This staff
accounting bulletin amends or rescinds portions of the interpretive
guidance included in the Staff Accounting Bulletin Series in order to
make the relevant interpretive guidance consistent with current
authoritative accounting and auditing guidance and Securities and
Exchange Commission rules and regulations. Specifically, the staff is
updating the Series in order to bring existing guidance into conformity
with recent pronouncements by the Financial Accounting Standards Board,
namely, Statement of Financial Accounting Standards No. 141 (revised
2007) (ASC Topic 805), Business Combinations, and Statement of
Financial Accounting Standards No. 160 (ASC Topic 810), Non-controlling
Interests in Consolidated Financial Statements. The statements in staff
accounting bulletins are not rules or interpretations of the
Commission, nor are they published as bearing the Commission's official
approval. They represent interpretations and practices followed by the
Division of Corporation Finance and the Office of the Chief Accountant
in administering the disclosure requirements of the Federal securities
laws.
In September 2008, the FASB issued exposure drafts that eliminate
qualifying special purpose entities from the guidance of SFAS No. 140
(ASC Topic 860), "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities," and FASB Interpretation
46 (ASC Topic 810) (revised December 2003), "Consolidation of Variable
Interest Entities - an interpretation of ARB No. 51 (ASC Topic 810),"
as well as other modifications. While the proposed revised
pronouncements have not been finalized and the proposals are subject to
further public comment, the Company anticipates the changes will not
have a significant impact on the Company's financial statements. The
changes would be effective March 1, 2010, on a prospective basis.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 8. Financial Statements and Supplementary Data.
Index to Financial Statements
Financial Statement
-------------------
PAGE
----
Independent Auditors' Report F-1
Balance Sheet F-2
Statements of Operations F-3
Statements of Changes in Stockholders' Equity F-4
Statements of Cash Flows F-5
Notes to Financials F-6
26
SEALE AND BEERS, CPAs
PCAOB & CPAB REGISTERED AUDITORS
--------------------------------
www.sealebeers.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
To the Board of Directors
Reshoot Production Company
(A Development Stage Company)
We have audited the accompanying balance sheets of Reshoot Production Company
(A Development Stage Company) as of December 31, 2009 and Restated December
31, 2008, and the related statements of operations, stockholders' equity
(deficit) and cash flows for the years ended December 31, 2009 and Restated
December 31, 2008 and since inception on October 31, 2007 through December
31, 2009. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conduct our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Reshoot Production Company
(A Development Stage Company) as of December 31, 2009 and Restated December
31, 2008, and the related statements of operations, stockholders' equity
(deficit) and cash flows for the years ended December 31, 2009 and Restated
December 31, 2008 and since inception on October 31, 2007 through December
31, 2009, in conformity with accounting principles generally accepted in the
United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has had a loss from operations of $16,225,
an accumulated deficit of $27,150, working capital deficit of $1,250 and has
earned no revenues since inception, which raises substantial doubt about its
ability to continue as a going concern. Management's plans concerning these
matters are also described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
/s/ Seale and Beers, CPAs
-------------------------
Seale and Beers, CPAs
Las Vegas, Nevada
February 12, 2010
50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107
Phone: (888)727-8251 Fax: (888)782-2351
F-1
Reshoot Production Company
(A Development Stage Company)
Balance Sheets
December 31,
December 31, 2008
2009 (Restated)
------------- ------------
ASSETS
Current assets:
Cash and equivalents $ - $ -
------------- ------------
Total current assets - -
------------- ------------
TOTAL ASSETS $ - $ -
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 1,250 $ 2,025
------------- ------------
Total liabilities 1,250 2,025
------------- ------------
Stockholders' equity:
Preferred stock; $0.001 par value;
5,000,000 shares authorized, none
issued or outstanding - -
Common stock, $0.001 par value; 70,000,000
shares authorized; 766,667, 766,667
issued and outstanding as of 12/31/09 and
12/31/08, respectively 767 767
Additional paid-in capital 25,133 8,133
(Deficit) accumulated during development
stage (27,150) (10,925)
------------- ------------
Total stockholders' equity (1,250) (2,025)
------------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ -
============= ============
The accompanying notes are an integral part of these financial statements.
F-2
Reshoot Production Company
(A Development Stage Company)
Statements of Operations
From
For the year ending October 31,
December 31, 2007
---------------------------- (Inception) to
2008 December 31,
2009 (Restated) 2009
------------- ------------- -------------
REVENUE $ - $ - $ -
------------- ------------- -------------
EXPENSES
Audit fees 5,500 4,500 10,000
General & administrative - 500 5,500
Legal fees 10,000 - 10,000
Organizational costs - - 400
Transfer agent fees 725 525 1,250
------------- ------------- -------------
Total expenses 16,225 5,525 27,150
------------- ------------- -------------
Net (loss) before income taxes (16,225) (5,525) (27,150)
Income tax expense - - -
------------- ------------- -------------
NET (LOSS) $ (16,225) $ (5,525) $ (27,150)
============= ============= =============
NET (LOSS) PER COMMON SHARE-
BASIC AND FULLY DILUTED $ (0.00) $ (0.00)
============= =============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING-
BASIC AND FULLY DILUTED 766,667 766,667
============ ============
The accompanying notes are an integral part of these financial statements.
F-3
Reshoot Production Company
(A Development Stage Company)
Statements of Stockholders' Equity
Accumulated
Preferred Common (Deficit) Total
Stock Stock Additional During Stock-
-------------- ------------------ Paid-in Development holders'
Shares Amount Shares Amount Capital Stage Equity
------ ------- ---------- ------- ------- ----------- ---------
October 2007
Contributed
Capital 400 400
December 2007
Contributed
Capital 5,000 5,000
Net (loss) for
the period
ended
12/31/07 (5,400) (5,400)
------ ------- ---------- ------- ------- ----------- ---------
Balance,
December 31,
2007 - $ - - $ - $5,400 $ (5,400) $ -
January 2008
Reshoot & Edit
Spinoff to
Reshoot
Production
Company 766,667 767 (767) -
September 2008
Contributed
capital
(restated) 3,500 3,500
Net (loss) for
the year
ended
12/31/08
(restated) (5,525) (5,525)
------ ------- ---------- ------- -------- ---------- ---------
Balance,
December 31,
2008 (restated) - $ - 766,667 $ 767 $ 8,133 $ (10,925) $ (2,025)
January 2009
Contributed
capital 1,500 1,500
February 2009
Contributed
capital 5,500 5,500
December 2009
Contributed
capital 10,000 10,000
Net (loss) for
the year
ended
12/31/09 (16,225) (16,225)
------ ------- ---------- ------- -------- ---------- ---------
Balance,
December 31,
2009 - $ - 766,667 $ 767 $25,133 $ (27,150) $ (1,250)
====== ======= ========== ======= ======== ========== =========
The accompanying notes are an integral part of these financial statements.
F-4
Reshoot Production Company
(A Development Stage Company)
Statements of Cash Flows
From
For the year ending October 31,
December 31, 2007
---------------------------- (Inception) to
2008 December 31,
2009 (Restated) 2009
------------- ------------- -------------
OPERATING ACTIVITIES
Net (loss) $ (16,225) $ (5,525) $ (27,150)
Adjustments to reconcile
net loss to net cash
provided (used) by
operating activities:
Increase (decrease)
in accounts payable (775) 2,025 1,250
------------- ------------- -------------
Net cash (used) by
operating activities (17,000) (3,500) (25,900)
FINANCING ACTIVITIES
Contributed capital 17,000 3,500 25,900
------------- ------------- -------------
Net cash provided by
financing activities 17,000 3,500 25,900
------------- ------------- -------------
NET CHANGE IN CASH - - -
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD - - -
------------- ------------- -------------
CASH AND CASH EQUIVALENTS -
END OF PERIOD $ - $ - $ -
============= ============= =============
SUPPLEMENTAL DISCLOSURES:
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
Non-cash transactions $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
F-5
Reshoot Production Company
(A Development Stage Company)
Notes to Financial Statements
NOTE 1. General Organization and Business
Reshoot Production Company (A Development Stage Company)(the "Company") was
organized October 31, 2007 (Date of Inception) under the laws of the State of
Nevada, as Reshoot Production Company. The Company was incorporated as a
subsidiary of Reshoot & Edit, a Nevada corporation. Reshoot & Edit was
incorporated August 23, 2006, and at the time of spin off was listed on the
Over-the-Counter Bulletin Board.
NOTE 2. Summary of Significant Accounting Practices
The Company had no assets at December 31, 2009 and 2008 and liabilities of
$1,250 and $2,025 as of December 31, 2009 and 2008, respectively. The
relevant accounting policies are listed below.
Basis of Accounting
-------------------
The basis is United States generally accepted accounting principles.
Earnings per Share
------------------
The basic earnings (loss) per share is calculated by dividing the Company's
net income (loss) available to common shareholders by the weighted average
number of common shares during the year. The diluted earnings (loss) per
share is calculated by dividing the Company's net income (loss) available to
common shareholders by the diluted weighted average number of shares
outstanding during the year. The diluted weighted average number of shares
outstanding is the basic weighted number of shares adjusted as of the first
of the year for any potentially dilutive debt or equity.
The Company has not issued any options or warrants or similar securities
since inception.
Dividends
---------
The Company has not yet adopted any policy regarding payment of dividends.
No Dividends have been paid during the period shown.
F-6
Reshoot Production Company
(A Development Stage Company)
Notes to Financial Statements
NOTE 2. Summary of Significant Accounting Practices (Continued)
Revenue recognition
-------------------
The Company recognizes revenue on an accrual basis as it invoices for
services." Revenue is generally realized or realizable and earned when all
of the following criteria are met: 1) persuasive evidence of an arrangement
exists between the Company and the customer(s); 2) services have been
rendered; 3) the price to the customer is fixed or determinable; and 4)
collectibility is reasonably assured. The Company did not recognize any
revenues for the years ending December 31, 2009 and 2008, nor did it
recognize any revenues for the period from October 31, 2007 (inception) to
December 31, 2009.
Income Taxes
------------
The provision for income taxes is the total of the current taxes payable and
the net of the change in the deferred income taxes. Provision is made for
the deferred income taxes where differences exist between the period in which
transactions affect current taxable income and the period in which they enter
into the determination of net income in the financial statements.
Year-end
--------
The Company has selected December 31 as its year-end.
Advertising
-----------
Advertising is expensed when incurred. There has been no advertising during
the period.
Use of Estimates
----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results could differ from
those estimates.
F-7
Reshoot Production Company
(A Development Stage Company)
Notes to Financial Statements
NOTE 2. Summary of Significant Accounting Practices (Continued)
Recent Pronouncements
---------------------
Below is a listing of the most recent accounting standards and their
effect on the Company.
In January 2010, the FASB issued Accounting Standards Update 2010-02,
Consolidation (Topic 810): Accounting and Reporting for Decreases in
Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but
does not change, the scope of current US GAAP. It clarifies the
decrease in ownership provisions of Subtopic 810-10 and removes the
potential conflict between guidance in that Subtopic and asset
derecognition and gain or loss recognition guidance that may exist in
other US GAAP. An entity will be required to follow the amended
guidance beginning in the period that it first adopts FAS 160 (now
included in Subtopic 810-10). For those entities that have already
adopted FAS 160, the amendments are effective at the beginning of the
first interim or annual reporting period ending on or after December
15, 2009. The amendments should be applied retrospectively to the first
period that an entity adopted FAS 160. The Company does not expect the
provisions of ASU 2010-02 to have a material effect on the financial
position, results of operations or cash flows of the Company.
In January 2010, the FASB issued Accounting Standards Update 2010-01,
Equity (Topic 505): Accounting for Distributions to Shareholders with
Components of Stock and Cash (A Consensus of the FASB Emerging Issues
Task Force). This amendment to Topic 505 clarifies the stock portion
of a distribution to shareholders that allows them to elect to receive
cash or stock with a limit on the amount of cash that will be
distributed is not a stock dividend for purposes of applying Topics 505
and 260. Effective for interim and annual periods ending on or after
December 15, 2009, and would be applied on a retrospective basis. The
Company does not expect the provisions of ASU 2010-01 to have a
material effect on the financial position, results of operations or
cash flows of the Company.
In December 2009, the FASB issued Accounting Standards Update 2009-17,
Consolidations (Topic 810): Improvements to Financial Reporting by
Enterprises Involved with Variable Interest Entities. This Accounting
Standards Update amends the FASB Accounting Standards Codification for
Statement 167. (See FAS 167 effective date below)
F-8
Reshoot Production Company
(A Development Stage Company)
Notes to Financial Statements
NOTE 2. Summary of Significant Accounting Practices (Continued)
Recent Pronouncements (Continued)
---------------------------------
In December 2009, the FASB issued Accounting Standards Update 2009-16,
Transfers and Servicing (Topic 860): Accounting for Transfers of
Financial Assets. This Accounting Standards Update amends the FASB
Accounting Standards Codification for Statement 166. (See FAS 166
effective date below)
In October 2009, the FASB issued Accounting Standards Update 2009-15,
Accounting for Own-Share Lending Arrangements in Contemplation of
Convertible Debt Issuance or Other Financing. This Accounting
Standards Update amends the FASB Accounting Standard Codification for
EITF 09-1. (See EITF 09-1 effective date below)
In October 2009, the FASB issued Accounting Standards Update 2009-14,
Software (Topic 985): Certain Revenue Arrangements That Include
Software Elements. This update changed the accounting model for
revenue arrangements that include both tangible products and software
elements. Effective prospectively for revenue arrangements entered
into or materially modified in fiscal years beginning on or after June
15, 2010. Early adoption is permitted. The Company does not expect
the provisions of ASU 2009-14 to have a material effect on the
financial position, results of operations or cash flows of the Company.
In October 2009, the FASB issued Accounting Standards Update 2009-13,
Revenue Recognition (Topic 605): Multiple-Deliverable Revenue
Arrangements. This update addressed the accounting for multiple-
deliverable arrangements to enable vendors to account for products or
services (deliverables) separately rather than a combined unit and will
be separated in more circumstances that under existing US GAAP. This
amendment has eliminated that residual method of allocation. Effective
prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010. Early
adoption is permitted. The Company does not expect the provisions of
ASU 2009-13 to have a material effect on the financial position,
results of operations or cash flows of the Company.
F-9
Reshoot Production Company
(A Development Stage Company)
Notes to Financial Statements
NOTE 2. Summary of Significant Accounting Practices (Continued)
Recent Pronouncements (Continued)
---------------------------------
In September 2009, the FASB issued Accounting Standards Update 2009-12,
Fair Value Measurements and Disclosures (Topic 820): Investments in
Certain Entities That Calculate Net Asset Value per Share (or Its
Equivalent). This update provides amendments to Topic 820 for the fair
value measurement of investments in certain entities that calculate net
asset value per share (or its equivalent). It is effective for interim
and annual periods ending after December 15, 2009. Early application
is permitted in financial statements for earlier interim and annual
periods that have not been issued. The Company does not expect the
provisions of ASU 2009-12 to have a material effect on the financial
position, results of operations or cash flows of the Company.
In July 2009, the FASB ratified the consensus reached by EITF (Emerging
Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt
Issuance" ("EITF 09-1"). The provisions of EITF 09-1, clarifies the
accounting treatment and disclosure of share-lending arrangements that
are classified as equity in the financial statements of the share
lender. An example of a share-lending arrangement is an agreement
between the Company (share lender) and an investment bank (share
borrower) which allows the investment bank to use the loaned shares to
enter into equity derivative contracts with investors. EITF 09-1 is
effective for fiscal years that beginning on or after December 15, 2009
and requires retrospective application for all arrangements outstanding
as of the beginning of fiscal years beginning on or after December 15,
2009. Share-lending arrangements that have been terminated as a
result of counterparty default prior to December 15, 2009, but for
which the entity has not reached a final settlement as of December 15,
2009 are within the scope. Effective for share-lending arrangements
entered into on or after the beginning of the first reporting period
that begins on or after June 15, 2009. The Company does not expect the
provisions of EITF 09-1 to have a material effect on the financial
position, results of operations or cash flows of the Company.
In June 2009, the FASB issued SFAS No. 167 (ASC Topic 810), "Amendments
to FASB Interpretation No. 46(R) ("SFAS 167"). SFAS 167 amends the
consolidation guidance applicable to variable interest entities. The
provisions of SFAS 167 significantly affect the overall consolidation
analysis under FASB Interpretation No. 46(R). SFAS 167 is effective as
of the beginning of the first fiscal year that begins after November
15, 2009. SFAS 167 will be effective for the Company beginning in 2010.
The Company does not expect the provisions of SFAS 167 to have a
material effect on the financial position, results of operations or
cash flows of the Company.
F-10
Reshoot Production Company
(A Development Stage Company)
Notes to Financial Statements
NOTE 2. Summary of Significant Accounting Practices (Continued)
Recent Pronouncements (Continued)
---------------------------------
In June 2009, the FASB issued SFAS No. 166, (ASC Topic 860) "Accounting
for Transfers of Financial Assets-an amendment of FASB Statement No.
140" ("SFAS 166"). The provisions of SFAS 166, in part, amend the
derecognition guidance in FASB Statement No. 140, eliminate the
exemption from consolidation for qualifying special-purpose entities
and require additional disclosures. SFAS 166 is effective for financial
asset transfers occurring after the beginning of an entity's first
fiscal year that begins after November 15, 2009. The Company does not
expect the provisions of SFAS 166 to have a material effect on the
financial position, results of operations or cash flows of the Company.
In April 2009, the FASB issued SFAS No. 164, (ASC Topic 810) "Not-for-
Profit Entities: Mergers and Acquisitions - including an amendment of
FASB Statement No. 142" ("SFAS 164"). The provisions of SFAS 164
provide guidance on accounting for a combination of not-for-profit
entities either via merger or acquisition. SFAS 164 is effective for
mergers occurring on or after the beginning of an initial reporting
period beginning on or after December 15, 2009 and acquisitions
occurring on or after the beginning of the first annual reporting
period beginning on or after December 15, 2009. The Company does not
expect the provisions of SFAS 164 to have a material effect on the
financial position, results of operations or cash flows of the Company.
In June 2009, the Securities and Exchange Commission's Office of the
Chief Accountant and Division of Corporation Finance announced the
release of Staff Accounting Bulletin (SAB) No. 112. This staff
accounting bulletin amends or rescinds portions of the interpretive
guidance included in the Staff Accounting Bulletin Series in order to
make the relevant interpretive guidance consistent with current
authoritative accounting and auditing guidance and Securities and
Exchange Commission rules and regulations. Specifically, the staff is
updating the Series in order to bring existing guidance into conformity
with recent pronouncements by the Financial Accounting Standards Board,
namely, Statement of Financial Accounting Standards No. 141 (revised
2007) (ASC Topic 805), Business Combinations, and Statement of
Financial Accounting Standards No. 160 (ASC Topic 810), Non-controlling
Interests in Consolidated Financial Statements. The statements in staff
accounting bulletins are not rules or interpretations of the
Commission, nor are they published as bearing the Commission's official
approval. They represent interpretations and practices followed by the
Division of Corporation Finance and the Office of the Chief Accountant
in administering the disclosure requirements of the Federal securities
laws.
F-11
Reshoot Production Company
(A Development Stage Company)
Notes to Financial Statements
NOTE 2. Summary of Significant Accounting Practices (Continued)
Recent Pronouncements (Continued)
---------------------------------
In September 2008, the FASB issued exposure drafts that eliminate
qualifying special purpose entities from the guidance of SFAS No. 140
(ASC Topic 860), "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities," and FASB Interpretation
46 (ASC Topic 810) (revised December 2003), "Consolidation of Variable
Interest Entities - an interpretation of ARB No. 51 (ASC Topic 810),"
as well as other modifications. While the proposed revised
pronouncements have not been finalized and the proposals are subject to
further public comment, the Company anticipates the changes will not
have a significant impact on the Company's financial statements. The
changes would be effective March 1, 2010, on a prospective basis.
NOTE 3 - Going concern
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has not commenced its planned principal
operations and it has not generated any revenues. As of December 31, 2009,
the Company has realized a loss of $(27,150). In order to obtain the
necessary capital, the Company is seeking equity and/or debt financing.
There are no assurances that the Company will be successful, without
sufficient financing it would be unlikely for the Company to continue as a
going concern.
NOTE 4 - Stockholders' Equity
The Company is authorized to issue 70,000,000 shares of its $0.001 par value
common stock and 5,000,000 shares of its $0.001 par value preferred stock.
On August 17, 2009, the Company initiated a twelve-for-one (12:1) reverse
stock split of its issued and outstanding common stock. This reverse stock
split had no affect on the authorized number of common shares, nor did it
affect the par value of the stock. The financial statements contained herein
reflect the reverse stock split on a retroactive basis.
Preferred Stock
---------------
No shares of the Company's preferred stock have been issued.
F-12
Reshoot Production Company
(A Development Stage Company)
Notes to Financial Statements
NOTE 4 - Stockholders' Equity (Continued)
Common Stock
------------
On January 30, 2008, record shareholders of Reshoot & Edit common stock were
entitled to receive a special stock dividend of Reshoot Production Company, a
Nevada corporation, a wholly owned subsidiary of Reshoot & Edit. This spin
off allowed both companies to focus on their different business plans, with
different management and not compete in accessing funding in capital markets.
The Company filed its initial Registration Statement on Form SB-2 with the
U.S. Securities and Exchange Commission on January 7, 2008. The Registration
Statement was declared effective on January 30, 2008.
On January 30, 2008, the record shareholders received one (1) common share,
par value $0.001, of Reshoot Production Company common stock for every share
of Reshoot & Edit common stock owned. The Reshoot & Edit stock dividend was
based on 9,200,000 shares of Reshoot & Edit common stock that were issued and
outstanding as of the record date. Subsequently, 766,667 (post-split) shares
were issued to the shareholders of Reshoot Production Company.
There have been no issuances of common or preferred stock.
NOTE 5. Contributed Capital
During the fiscal year ending December 31, 2009, the Company's corporate
counsel agreed to prepare, write, EDGARize and provide legal opinion for the
Company's interim reports and Form 10-K filing, which the law firm valued
at $10,000.
The law firm decided to contribute this capital based on its recommendation
that the Company engage the services of an auditor, who had his licensed
revoked and was not able to complete the Company's audit for the past fiscal
year. Based on this decision, the Company needed to engage a new auditor.
The Company's corporate counsel believes this action will help build goodwill
for its law firm.
F-13
Reshoot Production Company
(A Development Stage Company)
Notes to Financial Statements
NOTE 6. Related Party Transactions
The Company does not lease or rent any property. Office services are
provided without charge by a director. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the
resolution of such conflicts.
NOTE 7. Provision for Income Taxes
The Company accounts for income taxes using the asset and liability method.
Deferred tax assets and liabilities at the end of each period are determined
using the currently enacted tax rates applied to taxable income in the
periods in which the deferred tax assets and liabilities are expected to be
settled or realized.
Due to the Company's net loss, there was no provision for income taxes.
The provision for income taxes differs from the amount computed by applying
the statutory federal income tax rate to income before provision for income
taxes. The sources and tax effects of the differences are as follows:
U.S federal statutory rate (34.0%)
Valuation reserve 34.0%
-------
Total -%
NOTE 8. Operating Leases and Other Commitments
The Company has no lease or other obligations.
F-14
Reshoot Production Company
(A Development Stage Company)
Notes to Financial Statements
NOTE 9 - RESTATEMENT
The Company has restated its financial statements as of and for the year
ended December 31, 2008 to reflect a correction to the amount of contributed
capital received and expenses for audit and transfer agent fees. This
restatement resulted in an additional contributed capital amount of $3,500,
as well as expenses of $4,025 being recorded in 2008. The $4,025 in expenses
comprised of $3,500 for audit fees and $525 for transfer agent fees. The
Company's summarized financial statements comparing the restated financial
statements to those originally filed are as follows:
Year Ended
December 31, 2008
Original Restated Change
---------- ---------- ----------
BALANCE SHEET
Total Assets $ - $ - $ -
========== ========== ==========
Total liabilities $ 1,500 $ 2,025 $ (525)
---------- ---------- ----------
Total stockholders' equity (1,500) (2,025) 525
---------- ---------- ----------
Total Liabilities and Stockholders'
Equity (Deficit) $ - $ - $ -
========== ========== ==========
STATEMENT OF OPERATIONS
Revenue $ - $ - $ -
---------- ---------- ----------
Total expenses 1,500 5,525 (4,025)
---------- ---------- ----------
Net (loss) $ (1,500) $ (5,525) $ 4,025
========== ========== ==========
STATEMENT OF CASH FLOWS
Operating Activities $ - $ (3,500) $ (3,500)
Financing Activities - 3,500 3,500
Comprehensive Loss - - -
Cash Ending $ - $ - $ -
========== ========== ==========
NOTE 10 - SUBSEQUENT EVENTS
None. The Company has evaluated subsequent events through February 12, 2010,
the date which the financial statements were available to be issued, and no
such events have occurred.
F-15
Item 9. Changes in and Disagreements With Accountants On Accounting and
Financial Disclosure.
None.
Item 9A(T). Controls and Procedures.
Evaluation of disclosure controls and procedures
------------------------------------------------
Management is responsible for establishing and maintaining adequate internal
control over financial reporting and for the assessment of the effectiveness
of those internal controls. As defined by the SEC, internal control over
financial reporting is a process designed by our principal executive
officer/principal financial officer, who is also the sole member of our Board
of Directors, to provide reasonable assurance regarding the reliability of
financial reporting and the reparation of the financial statements in
accordance with U. S. generally accepted accounting principles.
As of the end of the period covered by this report, we initially carried out
an evaluation, under the supervision and with the participation of our chief
executive officer (who is also our principal financial and accounting
officer), of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our chief executive
officer and chief financial officer initially concluded that our disclosure
controls and procedures were not effective.
Management's Report On Internal Control Over Financial Reporting
----------------------------------------------------------------
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over financial
reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company's principal executive and principal financial
officers and effected by the company's board of directors, management and
other personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures that:
- Pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of the
company;
27
- Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America and that
receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and
- Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the company's assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate. All
internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement
preparation and presentation. Because of the inherent limitations of
internal control, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.
As of December 31, 2009 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based
on that evaluation, they concluded that, during the period covered by this
report, such internal controls and procedures were not effective to detect
the inappropriate application of US GAAP rules as more fully described below.
This was due to deficiencies that existed in the design or operation of our
internal controls over financial reporting that adversely affected our
internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public
Company Accounting Oversight Board were: (1) lack of a functioning audit
committee due to a lack of a majority of independent members and a lack of a
majority of outside directors on our board of directors, resulting in
ineffective oversight in the establishment and monitoring of required
internal controls and procedures; (2) inadequate segregation of duties
consistent with control objectives; and (3) ineffective controls over period
end financial disclosure and reporting processes. The aforementioned
material weaknesses were identified by our Chief Executive Officer in
connection with the review of our financial statements as of December 31,
2009.
28
Management believes that the material weaknesses set forth in items (2) and
(3) above did not have an effect on our financial results. However,
management believes that the lack of a functioning audit committee and the
lack of a majority of outside directors on our board of directors results in
ineffective oversight in the establishment and monitoring of required
internal controls and procedures, which could result in a material
misstatement in our financial statements in future periods.
This annual report does not include an attestation report of the
Corporation's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation
by the Corporation's registered public accounting firm pursuant to temporary
rules of the SEC that permit the Corporation to provide only the management's
report in this annual report.
Management's Remediation Initiatives
------------------------------------
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
We will create a position to segregate duties consistent with control
objectives and will increase our personnel resources and technical accounting
expertise within the accounting function when funds are available to us.
And, we plan to appoint one or more outside directors to our board of
directors who shall be appointed to an audit committee resulting in a fully
functioning audit committee who will undertake the oversight in the
establishment and monitoring of required internal controls and procedures
such as reviewing and approving estimates and assumptions made by management
when funds are available to us.
Management believes that the appointment of one or more outside directors,
who shall be appointed to a fully functioning audit committee, will remedy
the lack of a functioning audit committee and a lack of a majority of outside
directors on our Board.
We anticipate that these initiatives will be at least partially, if not
fully, implemented by December 31, 2010. Additionally, we plan to test our
updated controls and remediate our deficiencies by December 31, 2010.
Changes in internal controls over financial reporting
-----------------------------------------------------
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
Item 9B. Other Information.
None.
29
PART III
Item 10. Director, Executive Officer and Corporate Governance.
The following table sets forth certain information regarding our current
director and executive officer. Our executive officers serve one-year terms.
Set forth below are the names, ages and present principal occupations or
employment, and material occupations, positions, offices or employments for
the past five years of our current director and executive officer.
Name Age Positions and Offices Held
--------------- --- --------------------------
Ed DeStefano 75 Chief Executive Officer, Chief
Financial Officer, Secretary and Director
----------------------------------------------------------------------------
The business address of our officer/director is c/o Reshoot Production
Company, 2749 Kingclaven, Henderson, NV 89044.
Set forth below is a brief description of the background and business
experience of our sole officer and director.
Ed DeStefano, Chief Executive Officer and Director
--------------------------------------------------
2007-Present CEO/Director of Reshoot Production Company.
2006-2009 President, Director, Fairfax & Third Wireless, Los Angeles,
California, a company selling retail wireless service
2001-2003 Corporate Secretary, Director, EZ Credit, Inc., a Nevada
Corporation, a Company which helps individuals repair their
personal credit information.
1999-2004 President, Director, Wireless Wizard, Las Vegas, Nevada,
a "blank check company," where no operations have even taken
place.
2000-2001 Corporate Secretary and Director for Business Translation
Services, Inc., a Company which was designed to provide
translation services to international businesses. He
voluntarily resigned as the Company's director and officer
on October 30, 2001.
1999-2000 Loan Representative, First Mortgage Corporation, Diamond Bar,
California, worked as an independent contractor as loan
representative selling mortgage loans.
30
1995-1998 General Manager, All State Cellular, San Diego, California,
managed independent phone stores which sold cellular telephones
and telephone accessories.
1989-1994 Owner, Wholesale Cellular Distributorship, Gardinia,
California.
A distributor of cellular telephones and telephone accessories.
1984-1988 General Manager, Taft Electric, Telephone Communications,
Ventura,
California. A store manager, which sold cellular telephones and
pagers.
1979-1983 General Sales Manager, AL Piano Datson, Westlake, California,
an automobile dealership, selling new and used automobiles.
1965-1978 Owner, Town and County Provisions, Meat Wholesaler, Long Island,
New York. Managed, owned and operated a purveyor of meat
products to retail outlets and restaurants.
1958-1965 Supervisor, Julian Freich, Wholesaler Meat, Long Island City, NY.
Meat Distributor, Mineola, Long Island, NY, where he managed
sales representatives who wholesaled meat products to retail
stores and restaurants.
1956-1957 Sales of Bread and Cake, Dugan Brothers, Flushing, NY, worked
as a sales representative for bakery.
1954-1955 U.S. Army, United States of America.
1952-1953 Intern, Gibbs & Cox, Manhattan, NY (Ship Builders)
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires our executive officer and director, and persons who
beneficially own more than ten percent of our common stock, to file initial
reports of ownership and reports of changes in ownership with the SEC.
Executive officers, directors and greater than ten percent beneficial owners
are required by SEC regulations to furnish us with copies of all Section 16(a)
forms they file. Based upon a review of the copies of such forms furnished to
us and written representations from our executive officer and director, we
believe that as of the date of this report they were not current in his 16(a)
reports.
Board of Directors
------------------
Our board of directors currently consists of one member, Mr. Ed DeStefano.
Our directors serve one-year terms.
31
Audit Committee
---------------
The company does not presently have an Audit Committee. The sole member of
the Board sits as the Audit Committee. No qualified financial expert has
been hired because the company is too small to afford such expense.
Committees and Procedures
-------------------------
(1) The registrant has no standing audit, nominating and compensation
committees of the Board of Directors, or committees performing
similar functions. The Board acts itself in lieu of committees due
to its small size.
(2) The view of the board of directors is that it is appropriate for the
registrant not to have such a committee because its directors
participate in the consideration of director nominees and the
board and the company are so small.
(3) The members of the Board who acts as nominating committee is
not independent, pursuant to the definition of independence of a
national securities exchange registered pursuant to section 6(a)
of the Act (15 U.S.C. 78f(a).
(4) The nominating committee has no policy with regard to the
consideration of any director candidates recommended by security
holders, but the committee will consider director candidates
recommended by security holders.
(5) The basis for the view of the board of directors that it is
appropriate for the registrant not to have such a policy is that
there is no need to adopt a policy for a small company.
(6) The nominating committee will consider candidates recommended by
security holders, and by security holders in submitting such
recommendations.
(7) There are no specific, minimum qualifications that the nominating
committee believes must be met by a nominee recommended by security
holders except to find anyone willing to serve with a clean
background.
(8) The nominating committee's process for identifying and evaluation
of nominees for director, including nominees recommended by security
holders, is to find qualified persons willing to serve with a clean
backgrounds. There are no differences in the manner in which the
nominating committee evaluates nominees for director based on
whether the nominee is recommended by a security holder, or found
by the board.
32
Code of Ethics
--------------
We have not adopted a Code of Ethics for the Board and any salaried
employees.
Limitation of Liability of Directors
------------------------------------
Pursuant to the Nevada General Corporation Law, our Articles of Incorporation
exclude personal liability for our Directors for monetary damages based upon
any violation of their fiduciary duties as Directors, except as to liability
for any breach of the duty of loyalty, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, or any
transaction from which a Director receives an improper personal benefit. This
exclusion of liability does not limit any right which a Director may have to
be indemnified and does not affect any Director's liability under federal or
applicable state securities laws. We have agreed to indemnify our directors
against expenses, judgments, and amounts paid in settlement in connection with
any claim against a Director if he acted in good faith and in a manner he
believed to be in our best interests.
Nevada Anti-Takeover Law and Charter and By-law Provisions
----------------------------------------------------------
The anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada
Corporation Law apply to Reshoot Production Company Section 78.438 of the
Nevada law prohibits the Company from merging with or selling more than 5% of
our assets or stock to any shareholder who owns or owned more than 10% of any
stock or any entity related to a 10% shareholder for three years after the
date on which the shareholder acquired the Reshoot Production Company shares,
unless the transaction is approved by Reshoot Production Company's Board of
Directors. The provisions also prohibit the Company from completing any of
the transactions described in the preceding sentence with a 10% shareholder
who has held the shares more than three years and its related entities unless
the transaction is approved by our Board of Directors or a majority of our
shares, other than shares owned by that 10% shareholder or any related
entity. These provisions could delay, defer or prevent a change in control
of Reshoot Production Company.
33
Item 11. Executive Compensation
The following table sets forth summary compensation information for the
fiscal year ended December 31, 2009 for our President and sole director. We
did not have any executive officer as of the fiscal year end of December 31,
2009 receive any compensation.
Compensation
------------
As a result of our the Company's current limited available cash, no officer
or director received compensation since October 31, 2007 (inception) of the
company through December 31, 2009. Reshoot Production Company has no
intention of paying any salaries at this time. We intend to pay salaries
when cash flows permit.
Summary Compensation Table
--------------------------
All
Fiscal Other
Year Compen-
ending Salary Bonus Awards sation Total
Name and Principal Position Dec. 31 ($) ($) ($) ($) ($)
-----------------------------------------------------------------------------
Ed DeStefano CEO/Dir. 2009 -0- -0- -0- -0- -0-
2008 -0- -0- -0- -0- -0-
2007 -0- -0- -0- -0- -0-
We do not maintain key-man life insurance for our executive officer/
director. We do not have any long-term compensation plans or stock option
plans.
Stock Option Grants
-------------------
We did not grant any stock options to the executive officer or director from
inception through fiscal year end December 31, 2009.
Outstanding Equity Awards at 2009 Fiscal Year-End
-------------------------------------------------
We did not have any outstanding equity awards as of December 31, 2009.
34
Option Exercises for Fiscal 2009
--------------------------------
There were no options exercised by our named executive officer in the fiscal
year 2009.
Potential Payments Upon Termination or Change in Control
--------------------------------------------------------
We have not entered into any compensatory plans or arrangements with respect
to our named executive officer, which would in any way result in payments to
such officer because of her resignation, retirement, or other termination of
employment with us or our subsidiaries, or any change in control of, or a
change in his responsibilities following a change in control.
Director Compensation
---------------------
We did not pay our director any compensation during fiscal years ending
December 31, 2009 or 2008.
35
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
The following table presents information, to the best of our knowledge, about
the ownership of our common stock on February 12, 2010 relating to those
persons known to beneficially own more than 5% of our capital stock and by
our named executive officer and sole director.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and does not necessarily indicate
beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes those shares of common stock over which the stockholder
has sole or shared voting or investment power. It also includes shares of
common stock that the stockholder has a right to acquire within 60 days after
January 12, 2009 pursuant to options, warrants, conversion privileges or
other right. The percentage ownership of the outstanding common stock,
however, is based on the assumption, expressly required by the rules of the
Securities and Exchange Commission, that only the person or entity whose
ownership is being reported has converted options or warrants into shares of
Reshoot Production Company's common stock.
We do not have any outstanding options, warrants or other securities
exercisable for or convertible into shares of our common stock.
AMOUNT AND
NATURE OF
TITLE OF NAME OF BENEFICIAL BENEFICIAL PERCENT OF
CLASS OWNER AND POSITION OWNERSHIP CLASS(1)
-----------------------------------------------------------------------
Common Ed DeStefano(2) 566,666 73.9%
Sole Officer/Director
------------------------------
DIRECTORS AND OFFICERS
AS A GROUP (1 person) 566,666 73.9%
(1) Percent of Class is based on 766,667 shares issued and outstanding.
(2) Ed DeStefano, 2749 Kingclaven, Henderson, NV 89044.
We are not aware of any arrangements that may result in "changes in control"
as that term is defined by the provisions of Item 403(c) of Regulation S-B.
36
We believe that all persons named have full voting and investment power with
respect to the shares indicated, unless otherwise noted in the table. Under
the rules of the Securities and Exchange Commission, a person (or group of
persons) is deemed to be a "beneficial owner" of a security if he or she,
directly or indirectly, has or shares the power to vote or to direct the
voting of such security, or the power to dispose of or to direct the
disposition of such security. Accordingly, more than one person may be deemed
to be a beneficial owner of the same security. A person is also deemed to be
a beneficial owner of any security, which that person has the right to
acquire within 60 days, such as options or warrants to purchase our common
stock.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
The company's sole officer/director has contributed office space for our use
for all periods presented. There is no charge to us for the space.
Through a Board Resolution, the Company hired the professional services of
Seale and Beers, CPAs, to perform an audit of the financials for the Company.
Seale and Beers, CPAs own no stock in the Company. The company has no formal
contract with its accountants, they are paid on a fee for service basis.
37
Item 14. Principal Accountant Fees and Services.
Seale and Beers, CPAs served as our principal independent public accountants
for reporting fiscal years ending December 31, 2009 and December 31, 2008.
Aggregate fees billed to us for the years ended December 31, 2009 and 2008
for audit fees were as follows:
For the Years Ended
December 31,
-------------------
2009 2008
-------------------
(1) Audit Fees(1) $5,500 $4,500
(2) Audit-Related Fees -0- -0-
(3) Tax Fees -0- -0-
(4) All Other Fees -0- -0-
Total fees paid or accrued to our principal auditor.
(1) Audit Fees include fees billed and expected to be billed for services
performed to comply with Generally Accepted Auditing Standards (GAAS),
including the recurring audit of the Company's financial statements for such
period included in this Annual Report on Form 10-K and for the reviews of the
quarterly financial statements included in the Quarterly Reports on Form 10-Q
filed with the Securities and Exchange Commission.
Audit Committee Policies and Procedures
---------------------------------------
We do not have an audit committee; therefore our sole director pre-approves
all services to be provided to us by our independent auditor. This process
involves obtaining (i) a written description of the proposed services, (ii)
the confirmation of our Principal Accounting Officer that the services are
compatible with maintaining specific principles relating to independence, and
(iii) confirmation from our securities counsel that the services are not
among those that our independent auditors have been prohibited from
performing under SEC rules. Our sole director then makes a determination to
approve or disapprove the engagement of Seale and Beers, CPAs for the
proposed services. In the fiscal year ending December 31, 2009, all fees
paid to Seale and Beers, CPAs were unanimously pre-approved in accordance
with this policy.
Less than 50 percent of hours expended on the principal accountant's
engagement to audit the registrant's financial statements for the most recent
fiscal year were attributed to work performed by persons other than the
principal accountant's full-time, permanent employees.
38
PART IV
Item 15. Exhibits, Financial Statement Schedules.
The following information required under this item is filed as part of this
report:
(a) 1. Financial Statements
Page
----
Management's Report on Internal Control Over Financial Reporting 27
Report of Independent Registered Public Accounting Firm F-1
Balance Sheets F-2
Statements of Operations F-3
Statements of Stockholders' Equity F-4
Statements of Cash Flows F-5
(b) 2. Financial Statement Schedules
None.
(c) 3. Exhibit Index
Incorporated by reference
-------------------------
Filed Period Filing
Exhibit Exhibit Description herewith Form ending Exhibit date
-------------------------------------------------------------------------------
3.1 Articles of Incorporation, SB-2 3.1 01/07/2008
as currently in effect
-------------------------------------------------------------------------------
3.2 Bylaws SB-2 3.2 01/07/2008
as currently in effect
-------------------------------------------------------------------------------
10.1 Option Purchase Agreement SB-2 10.1 01/07/2008
dated Dec. 17, 2007 between
Reshoot Production Company and
Braverman Productions, Inc.
-------------------------------------------------------------------------------
23.1 Consent Letter from Seale X
and Beers, CPAs
-------------------------------------------------------------------------------
31.1 Certification of President X
and Principal Financial
Officer, pursuant to Section
302 of the Sarbanes-Oxley
Act
-------------------------------------------------------------------------------
31.2 Certification of President X
and Principal Financial
Officer, pursuant to Section
906 of the Sarbanes-Oxley
Act
-------------------------------------------------------------------------------
39
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Reshoot Production Company
--------------------------
Registrant
By: /s/ Ed DeStefano
---------------------------
Ed DeStefano
Chief Executive Officer
and Director
Date: February 12, 2010
-----------------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons on behalf of the Registrant and in the capacities and on
the dates indicated have signed this report below.
Name
By: /s/ Ed DeStefano
--------------------------------
Ed DeStefano
President, Secretary,
Treasurer and Director
(Principal Executive,
Principal Financial and
Principal Accounting Officer)
Date: February 12, 2010
-----------------
40