Heavy Earth Resources, Inc. - FORM 10-K

Attached files

file	filename
EX-31.2 - CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER - Heavy Earth Resources, Inc.	sppexhibit312.htm
EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER - Heavy Earth Resources, Inc.	sppexhibit311.htm
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - Heavy Earth Resources, Inc.	sppexhibit321.htm
EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - Heavy Earth Resources, Inc.	sppexhibit322.htm

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: 000-52979.

Swinging Pig Productions, Inc.

(Exact name of registrant as specified in its charter)

Florida	75-3160134
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

18 W. 21st Street, 5th floor New York, NY	10010
(Address of principal executive offices)	(Zip Code)

(646) 727-9272

(Registrant's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Act:
Title of each class registered:	Name of each exchange on which registered:
None	None

Securities registered under Section 12(g) of the Act:
Common Stock, Par Value $.001 (Title of Class)

Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No

Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. x Yes o No

Indicate by check mark 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 check mark whether the registrant is a large accelerated file, 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 o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). x Yes o No

The aggregate market value of the registrant's shares of common stock held by non-affiliates of the registrant on March 26, 2009, based on $.25 per share, the last price at which the common equity was sold by the registrant as of that date , was $242,000.

As of April 14, 2010, there were 2,168,000 shares of the issuer's $.001 par value common stock issued and outstanding.

Documents incorporated by reference. There are no annual reports to security holders, proxy information statements, or any prospectus filed pursuant to Rule 424 of the Securities Act of 1933 incorporated herein by reference.

FORWARD-LOOKING STATEMENTS

In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections about our business and industry, and our beliefs and assumptions. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “will” and variations of these words and similar expressions identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, many of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. These risks and uncertainties include, but are not limited to, those described in Item 1 “Risk Factors” and elsewhere in this report. Forward-looking statements that were believed to be true at the time made may ultimately prove to be incorrect or false. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

PART I

Item 1. Description of Business.

Our Business. Swinging Pig Productions, Inc. (“we” or the “Company), is a development stage Florida Corporation formed on June 25, 2004 to develop a low-budget film concept that appeals to a broad audience. Our corporate purpose is to develop, produce and market feature-length motion pictures. Our first production is tentatively titled “Chronicles of a Skater Girl,” (“Skater Girl”). Chronicles of a Skater Girl, LLC, is our wholly-owned subsidiary. From inception through the current date, our business operations have primarily been focused on developing Skater Girl. We conducted a private offering to raise funds to produce and distribute Skater Girl, and to finance our general corporate expenses. Otherwise, our operations have been funded by our management who also hold approximately 55% of our outstanding shares of common stock. We anticipate that our future revenues will be generated through both distribution and commercial licensing of Skater Girl’s distribution rights. We have not had any operating revenue from operations as we have not yet commercially marketed Skater Girl or any other production.

Our Film. Skater Girl has completed production and is in the final stages of post-production. Once Skater Girl is complete, we plan to submit Skater Girl to a select number of film festivals and simultaneously seek to sell off Skater Girl’s domestic and foreign distribution rights for DVD, television, online distribution, and other ancillary markets.

Synopsis. Filmed in New York City, Skater Girl is the romantic story of a girl who skates, named “Abby”, and her stubborn ideologies of life. Growing up, Abby was a rebellious tomboy - invincible and anti-establishment-, but Abby lost some of her edge as she became an adult. In present day, she is a 25-year-old teacher in New York City, in love with her boyfriend Harry, a punk rocker turned law student. She has plans to join Harry as a first year law student. Abby loses sight of what she once stood for until she meets an offbeat inventor who helps her find her way back to the idealist she once was.

·	Film Format. Skater Girl was shot in DVC Pro 50, 24P Digital Video format.

Phases of Prerelease Production. There are three phases of movie making prior to release beginning with development and progressing through pre-production, principal photography, and post-production. Each phase involves artistic and creative contributions to the resulting movie with each presenting a variety of challenges that may impact the movie's success.

Development Phase. The development phase begins with a movie producer employed by a studio or an independent film production company. The producer typically develops a storyline or acquires the rights to a novel, a story or original screenplay, often on an "option" basis. Under this option arrangement, the producer makes a small installment payment of the purchase price and undertakes to pay the balance before or during the production phase. The screenplay is developed based on the acquired novel or storyline. Once the screenplay is developed, creative personnel (the director and leading and supporting actors) commitments are obtained and production schedules and budgets are prepared. Production financing of the movie is generally secured by the producer through arrangements with the studio or other sources including independent film production companies, banks and other lending institution, or private investors. The development phase may be short-term or extend over a number of years.

Pre-Production Phase. Following development, the movie enters the pre-production phase. This phase involves the producer securing contractual arrangements with creative and production personnel, planning the shooting schedules, securing locations and any required studio facilities or stages, completing the acquisition of the screenplay and the related source material or script, completing the budget, securing insurance and, if applicable, the completion bonding, and preparing to start filming. This phase typically takes three to four months.

Principal Photography Phase. During the photography phase the movie is photographed. The principal photography phase typically takes one to five months, depending on the shooting locations, weather conditions, budget constraints, stunts and special effects, length and other requirements particular to the movie project.

·	Post-Production. In the post-production, final production phase, the movie is edited, the music, dialogue and special effects are finalized and synchronized with the movie's photography.

Motion Picture Distribution. Exploitation of the potential financial success of a movie primarily depends on the ability to license the motion picture's distribution rights for exhibition in theaters, on DVD and video rental, pay-per-view broadcast, cable, satellite and network television. Distribution arrangements are negotiated with distributors ( i.e. , studios and independent distribution companies). In addition to negotiating the terms of distribution arrangements, the distribution phase involves the making of distribution or print copies of the movie and delivery to exhibitors, and advertising and promotion of the movie. The independent movie production companies generally lack the resources (financial, personnel and exhibitor relationships) for distribution and, accordingly, utilize the services of distribution companies, including the major studios and their subsidiaries, for distribution.

Distribution Arrangements. Distributors are typically granted exclusive license rights to distribute a movie, either worldwide or within the distributor's market area, for a distribution fee based upon the revenue generated by the movie. In some instances, particularly under international distribution arrangements (other than in Canada), the distributor will pay an up-front amount to the producer for the distribution rights. Up-front payments for North American (United States and Canadian) distribution rights are generally recouped from movie revenue, while under international distribution arrangements the producer may not retain any portion of the movie's revenue and only receive the up-front payment for international distribution. North American and international distribution may be undertaken by the same distributor or may be granted to one or more international distributors.

Movie revenues are generated by exhibiting the movie in various channels or media (also known as release windows) within the distributor's assigned distribution area. The North American and international releases into the various distribution channels are sequentially timed, commencing with the movie's theatrical release followed by release into the non-theatrical venues ( i.e., airline flights and hotels), pay-per-view, cable and satellite, home video, network television, and syndicated television. International releases generally commence up to nine months following the initial North American release.

Censorship and Ratings. Movies are subject, both domestically and internationally, to review by censorship and rating boards that oversee the content of the movies distributed within their respective countries. MPAA reviews and rates movies distributed in the United States to provide the viewing audience a guide to the nature and maturity of the movie content. There are five rating levels, G for general audiences, PG for parental guidance suggested, PG-13 for parents strongly cautioned, R for restricted and NC-17 for no one 17 and under admitted. The rating received may limit the exhibition and marketing venues, especially those movies receiving the most restrictive NC-17 rating. Because of the viewing popularity and preference for R and PG-13 movies, if a movie receives a more restrictive rating than expected, the producer may elect to edit the movie's content to obtain the desired rating. These editing changes increase the production costs of the movie. If editing of the movie would adversely affect the movie's quality in the opinion of the producer, the received rating may be accepted. Furthermore, if an NC-17 rating is received, the producer may elect to release the movie on an "unrated" basis, rather than with the NC-17 rating that generally would significantly limit the exhibition and marketing venues of the movie.

Movie Releases. Distributors develop and follow various systematic release campaigns for movies, generally depending on the movie's content, targeted audience, potential box office performance, and the existing competitive environment at the time of release. The extent of a theatrical release will generally depend upon whether the distributor believes the movie will have a broad, mass appeal and significant audience interest has developed or will develop in advance of the release that would justify a wide theatrical release campaign (exhibition on more than 1,500 screens). Alternatively, the distributor may utilize a limited release campaign to develop a gradual public awareness of the movie. This release approach is often used for movies that have a particular targeted audience appeal and once these movies have achieved some limited box office success, the release may be expanded to a greater number of screens.

Our Business Plan for the Next Twelve Months. Skater Girl is in the final stage of post-production. We plan to continue to the take steps necessary to prepare Skater Girl for distribution. Once Skater Girl is complete, we plan to submit Skater Girl to a select number of film festivals and simultaneously seek to sell off Skater Girl’s domestic and foreign distribution rights for DVD, television, online distribution, and other ancillary markets. We do not anticipate generating any revenues in the next twelve months. Our current cash on hand is insufficient to fund our development activities, including distribution of Skater Girl, through the next 12 months, as we anticipate our monthly expenses will be approximately $1,500 each month.

The steps we need to complete Skater Girl and estimated budget include:

Steps required	Estimated budget
1) Selection of music for Skater Girl’s soundtrack	$	n/a
2) Licensing of selected music from recording artists and/or their record labels		3,000
3) Sound design and folly editing for Skater Girl	$	1,500
4) Final sound mix including movie dialogue, soundtrack music, and folly sound	$	1,500
5) Color correction of Skater Girl	$	1,000
6) Mastering of the digital master	$	1,500
Total	$	8,500

Upon completion of Skater Girl, we anticipate that our next steps will be submitting Skater Girl to a select number of film festivals. The specific festivals which the movie will be submitted will be contingent on the combination of the following:

·	the date we complete Skater Girl;
·	which festivals and deadlines coincide with Skater Girl’s completion date; and
·	which of these festivals are appropriate venues for Skater Girl to be seen.

Simultaneously, we intend to market Skater Girl to DVD, television, and online distributors, as well as other ancillary channels of distribution in an effort to secure domestic and foreign distribution for Skater Girl.

Marketing Strategy. Our marketing efforts and press to date include:

·	an online blog and email updates chronicling the production of Skater Girl with pictures and happenings on the set and beyond. http://skatergirlmovie.blogspot.com/ ;
·	a website devoted to Skater Girl at skatergirlmovie.com
·	tracking by filmfinders, an online database that tracks films and their distribution rights for territories and markets around the world; and
·	listings on the Internet Movie Database (imdb.com) an amazon.com company, Yahoo! movies, and listing on Hollywood.com

We intend to execute our marketing strategy as follows:

Film Festivals : The decision to distribute theatrically will be made after gauging Skater Girl’s success at a few select film festivals including: Sundance, Berlin, Rotterdam, and Cannes. Film festivals also provide opportunities for other distribution companies to view Skater Girl, allowing for the possibility of an outright sale.

·	Distribution Agreement : We plan on engaging the services of Harlem Films which is operated by Mr. Mirman, to ensure the distribution of this film.

·	Foreign Sales and Licensing: We intend to enlist the efforts of a foreign sales agent to manage the property overseas and to generate licensing and distribution revenues.

Marketing & Distribution for Independent Films. We believe that there is an opportunity for independent film distributors to reach new audiences in ways that were not possible previously. Alternatives to mainstream channels of marketing and distribution continue to emerge for such films as a result of the prevalence and ease of using digital technologies.

Independent films traditionally have relied on winning acclaim at film festivals and the long-term development of an audience through limited release in order to attract the attention of major distributors. In addition to the ability to target consumers through the use of the internet and online marketing, we believe that a significant change has resulted from social networking sites such as MySpace, Facebook, Friendster and video sharing sites like Youtube. In our estimation, each of these sites promises a new way to build audiences faster, cheaper, and more efficiently.

The development of digital distribution channels significantly also reduces the costs involved in film distribution. No prints need to be produced, but requires only that a single lossless digital copy be uploaded to a server, making a film much more readily available online to a wide range of potential viewers. In addition, opportunities for distribution expanded through online video on demand services such as Netflix, Itunes, CinemaNow, Blockbuster online as well as other smaller or emerging services.

Intellectual Property. We plan to take appropriate and reasonable measures to secure, protect, and maintain copyright protection for Skater Girl and any future pictures under the laws of the applicable jurisdictions.

Rights to motion pictures are granted legal protection under the copyright laws of the United States and most foreign countries. These laws provide substantial civil and criminal penalties for unauthorized duplication and exhibition of motion pictures. Motion pictures, musical works, sound recordings, artwork, and still photography are separately subject to copyright under most copyright laws.

Copyright in a motion picture is automatically secured when the work is created and "fixed" in a copy. The United States Copyright Office registers claims to copyright and issues certificates of registration but does not "grant" or "issue" copyrights. Only the expression (camera work, dialogue, sounds, etc.) fixed in a motion picture can be protected under copyright. Copyright does not cover the idea or concept behind the work or any characters portrayed in the work. Registration in the Copyright Office establishes a public record of the copyright claim.

For copyright purposes, publication of a motion picture takes place when one or more copies are distributed to the public by sale, rental, lease or lending, or when an offering is made to distribute copies to a group of persons (wholesalers, retailers, broadcasters, motion picture distributors, and the like) for purposes of further distribution or public performance. A work that is created (fixed in tangible form for the first time) on or after January 1, 1978, is automatically protected from the moment of its creation and is ordinarily given a term enduring for the author's life plus an additional 70 years after the author's death. For works made for hire, the duration of copyright will be 95 years from publication or 120 years from creation, whichever is shorter. Skater Girl is considered a work made for hire, and therefore we are considered the author of Skater Girl, and the individuals who actually created the work, for copyright purposes.

To register a motion picture, a signed application; a complete copy of the motion picture being registered; a written description of the contents of the motion picture; and a filing fee must be sent to the United States Copyright Office. A copyright registration is effective on the date the Copyright Office receives all the required elements in acceptable form. Although we plan to copyright all of our film properties and projects, there is no practical protection from films being copied by others without payment to our company, especially overseas. We may lose an indeterminate amount of revenue as a result of motion picture piracy. Being a small company, with limited resources, it will be difficult, if not impossible, to pursue our various remedies.

Competition. The motion picture industry is intensely competitive. Competition comes from companies within the same business and companies in other entertainment media that create alternative forms of leisure entertainment. We will be competing with the major film studios that dominate the motion picture industry. Some of the companies we compete with include: News Corporation's Twentieth Century Fox; AOL Time Warner's Warner Bros. including Turner, New Line Cinema and Castle Rock Entertainment; Viacom's Paramount Pictures; Vivendi Universal's Universal Studios; Sony Corp.'s Sony Pictures including Columbia and TriStar; Walt Disney Company's Buena Vista, Touchstone and Miramax and Metro-Goldwyn-Mayer including MGM Pictures, UA Pictures, Orion and Goldwyn. We will also compete with numerous independent motion picture production companies, television networks, and pay television systems, for the acquisition of literary properties, the services of performing artists, directors, producers, and other creative and technical personnel, and production financing. Nearly all of our competitors are organizations of substantially larger size and capacity, with far greater financial and personnel resources and longer operating histories, and may be better able to acquire properties, personnel and financing, and enter into more favorable distribution agreements. In addition, Skater Girls compete for audience acceptance with motion pictures produced and distributed by other companies. Our success is dependent on public taste, which is both unpredictable and susceptible to rapid change.

In order to be competitive, we intend to create independent motion pictures of aesthetic and narrative quality comparable to the major film studios that appeal to a wide range of public taste both in the United States and abroad. We plan to be very selective in which literary properties we will acquire and develop and which on- and off-screen talent we will employ. Also, we plan on exploiting all methods of distribution available to motion pictures.

Government Regulation. We intend to conduct our business in compliance with any applicable regulations, and are subject to general state and federal laws governing the conduct of businesses in general.

Our Research and Development. We are not currently conducting any research and development activities, other than developing strategies to market and distribute Skater Girl, when completed.

Facilities. We do not own any property. We currently rent shared office space on a month to month basis and have not entered into any other lease or long-term rental agreements for property. Our office space is located at 18 W. 21st Street, 5th Floor, New York City, New York 10010. Of these facilities, the office space that we utilize has varied from between approximately 300 to 700 square feet, depending on the activities undertaken by us at the time; therefore, the cost to us for these facilities has varied from between approximately $1,000 to $2,000 per month. The use of this space is provided to us pursuant to an agreement with a related party, Harlem Films, Inc. owned by Daniel Mirman, one of our officers and directors.

Employees. We do not have any employees. The individuals who are our officers and directors are retained on an independent contractor basis. We also have agreements with our five principal cast members, which provide for a percentage of profits from any revenues generated by Skater Girl. We also have entered into various agreements with extras, locations, crew, and similar service suppliers.

Item 1A. Risk Factors.

Investing in our common stock involves a high degree of risk. Any potential investor should carefully consider the risks and uncertainties described in our previous filings with the Securities and Exchange Commission before purchasing any shares of our common stock.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Property Held. As of the December 31, 2009, do not own any property.

Facilities. We do not own any property. We currently rent shared office space on a month to month basis and have not entered into any other lease or long-term rental agreements for property. Our office space is located at 18 W. 21st Street, 5th Floor, New York City, New York 10010. Of the space available at these facilities, the office space that we utilize has varied from between approximately 300 to 700 square feet, depending on the activities undertaken by us at the time; therefore, the cost to us for these facilities has varied from between approximately $1,000 to $2,000 per month. The use of this space is provided to us pursuant to an agreement with a related party, Harlem Films, Inc. owned by Daniel Mirman, one of our officers and directors.

Item 3. Legal Proceedings.

There are no legal actions pending against us nor are any legal actions contemplated by us at this time.

Item 4. Submission of Matters to Vote of Security Holders

Not applicable.

PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Reports to Security Holders. We are a reporting company with the Securities and Exchange Commission, or SEC. The public may read and copy any materials filed with the Securities and Exchange Commission at the Security and Exchange Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. The address of that site is http://www.sec.gov.

Market Information. Our securities are not listed for trading on any exchange or quotation service. There are no outstanding options or warrants to purchase, or securities convertible into, shares of our common stock. There are no outstanding shares of our common stock that we have agreed to register under the Securities Act for sale by security holders.

We had 2,168,000 shares of common stock issued and outstanding as of December 31, 2009, which were held by approximately 28 shareholders.

Since we may be considered a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, there are no outstanding shares of our common stock which can be sold pursuant to Rule 144. There are no outstanding options or warrants to purchase, or securities convertible into, shares of our common stock. We have no agreements in place register for sale the shares of common stock held by our shareholders.

Dividends. There have been no cash dividends declared on our common stock. Dividends are declared at the sole discretion of our Board of Directors.

Equity Compensation Plans. We currently do not have any equity compensation plans in place.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights(b)	Number of securities remaining available for future issuance under equity compensation (excluding securities reflected in column (a))

Equity compensation plans approved by security holders	0	0	0

Equity compensation plans not approved by security holders	0	0	0

Total	0	0	0

Penny Stock Regulation. Shares of our common stock will probably be subject to rules adopted the Securities and Exchange Commission that regulate broker-dealer practices in connection with transactions in “penny stocks”. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in those securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission, which contains the following:

·	a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
·	a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of securities’ laws;
·	a brief, clear, narrative description of a dealer market, including "bid" and "ask” prices for penny stocks and the significance of the spread between the "bid" and "ask" price;
·	a toll-free telephone number for inquiries on disciplinary actions;
·	definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and
·	such other information and is in such form (including language, type, size and format), as the Securities and Exchange Commission shall require by rule or regulation.

Prior to effecting any transaction in penny stock, the broker-dealer also must provide the customer the following:

·	the bid and offer quotations for the penny stock;
·	the compensation of the broker-dealer and its salesperson in the transaction;
·	the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
·	monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Holders of shares of our common stock may have difficulty selling those shares because our common stock will probably be subject to the penny stock rules.

Purchases of Equity Securities. None during the period covered by this report.

Item 6. Selected Financial Data.

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition or Plan of Operation.

Information in this report contains “forward looking statements” which can be identified by the use of forward-looking words such as “believes”, “estimates”, “could”, “possibly”, “probably”, “anticipates”, “estimates”, “projects”, “expects”, “may” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. The following matters constitute cautionary statements identifying important factors with respect to those forward-looking statements, including certain risks and uncertainties that could cause actual results to vary materially from the future results anticipated by those forward-looking statements. Among the key factors that have a direct bearing on our results of operations are the effects of various governmental regulations, the fluctuation of our direct costs and the costs and effectiveness of our operating strategy. Other factors could also cause actual results to vary materially from the future results anticipated by those forward-looking statements.

Critical Accounting Policies and Estimates. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2009.

Accounting Basis

These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

Cash and Cash Equivalents

For the purpose of the statement of cash flows, cash equivalents include all highly liquid investments with maturity of three months or less.

Earnings (Loss) per Share

The basic earnings (loss) per share are calculated by dividing our net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing our 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. There are no diluted shares outstanding.

Dividends

We have not adopted any policy regarding payment of dividends. No dividends have been paid during the period shown.

Income Taxes

We provide for income taxes under Statement of Financial Accounting Standards NO. 109, “Accounting for Income Taxes.” SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. No provision for income taxes is included in the statement due to its immaterial amount, net of the allowance account, based on our likelihood to utilize the loss carry-forward.

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.

Revenue and Cost Recognition

We have no current source of revenue; therefore we have not yet adopted any policy regarding the recognition of revenue or cost.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto appearing elsewhere in our financial statements.

Background. Swinging Pig Productions, Inc. (“We” or the “Company”) is a development stage Florida corporation formed on June 25, 2004 to develop low-budget films that appeal to a broad audience. To date, we have developed and produced the feature-length motion picture tentatively titled “Chronicles of a Skater Girl,” as our first film (“Skater Girl”). Skater Girl is a coming-of-age skateboarding movie and we will direct our marketing efforts as such. Before marketing Skater Girl, we must complete post-production. We hope to continue operating to create a low-budget independent film model to be used in subsequent films. However, from our inception on June 25, 2004 through the date of this report, our business operations have primarily been focused on developing Skater Girl.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin distribution of Skater Girl, if ever. Accordingly, we must raise cash from sources other than revenues that might be potentially generated from the distribution of Skater Girl.

We currently have no alternative sources of operational capital. We estimate that our monthly expenses range from $1,500 - $4,000 per month. We have kept our actual cash outflow to a minimum because we have an agreement with Harlem Films to provide office space, phone, servers, staff, and other management duties for Skater Girl and Harlem Films has agreed to defer reimbursement of most of the expenses and fees until a later date. Harlem Films is owned by Dan Mirman, one of our officers and directors.

For the year ended December 31, 2009 as compared to the year ended December 31, 2008.

Liquidity and Capital Resources. As of December 31, 2009, we have $386 cash on hand and in our corporate bank accounts. We have total current liabilities of $126,143, which consists of accounts payable and accrued expenses of $2,111 and related party payables of $124,352.

Results of Operations. As of December 31, 2008, we have not yet generated or realized any revenues and will not do so until and unless we complete Skater Girl and enter into a distribution agreement.

Revenues. We have no revenues and have only achieved losses since inception. For the period from our inception on June 25, 2004 to the period ended December 31, 2009, we generated no revenues from our operations. We will be unable to generate revenues until we are able to complete Skater Girl and then enter into a distribution agreement for Skater Girl.

Operating Expenses. For the year ended December 31, 2009, our total expenses were $37,781, which were represented by $1,820 for general and administrative expenses, $24,000 for management fees, $9,307 for legal and professional and $2,654 for production expenses. Our loss from operations and net loss was also $37,781 for the year ended December 31, 2009. This is in comparison to the year ended December 31, 2008, where our total expenses were $38,751, which was represented by $4,420 in general and administration expenses, $24,000 in management fees, $8,019 for legal and professional and $2,312 in production expenses. We expect to incur considerable expenses as we continue to finish production of Skater Girl and seek a distribution agreement.

Our Plan of Operation for the Next Twelve Months. To effectuate our business plan during the next twelve months, we complete Skater Girl and arrange for its distribution. Our estimated budget to complete post-production on Skater Girl is:

Steps required	Estimated budget
1) Selection of music for Skater Girl’s soundtrack	$	n/a
2) Licensing of selected music from recording artists and/or their record labels		3,000
3) Sound design and folly editing for Skater Girl	$	1,500
4) Final sound mix including movie dialogue, soundtrack music, and folly sound	$	1,500
5) Color correction of Skater Girl	$	1,000
6) Mastering of the digital master	$	1,500
Total	$	8,500

Upon completion of Skater Girl, we anticipate that our next steps will be submitting to a select number of film festivals. The specific festivals which the movie will be submitted will be contingent on the combination of the following: the date we complete Skater Girl; which festivals and deadlines coincide with Skater Girl’s completion date; and which of these festivals are appropriate venues for Skater Girl to be seen. Simultaneously, we will market Skater Girl to DVD, television, and online distributors, as well as other ancillary channels of distribution in an effort to secure domestic and foreign distribution for Skater Girl.

We had cash of $386 as of December 31, 2009. We believe we will need additional funds to satisfy our working capital requirements for the next twelve months to complete Skater Girl and market it for distribution. Our forecast for the period for which we will need additional funds involves risks and uncertainties and actual results could fail as a result of a number of factors. We will need to raise additional capital to continue our operations.

We anticipate fixed monthly costs of between $500 and $1,500. We estimate that we will require approximately $8,500 to complete the post production on Skater Girl and to arrange for distribution. In the event that we experience a shortfall in our capital, which will occur if we are unable to increase our revenues we intend to pursue capital through public or private financing as well as borrowings and other sources, such as our officers and directors. We cannot guaranty that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then our ability to continue our operations may be significantly hindered. If adequate funds are not available, we believe that our officers, directors and majority shareholders will contribute funds to pay for our expenses to achieve our objectives over the next twelve months. Our belief that our majority shareholders will pay our expenses is based on the fact that they own 1,200,000 shares of our common stock, which equals approximately 55.4% of our outstanding common stock. We believe that our majority shareholders will continue to pay our expenses as long as they maintain ownership of our common stock. Therefore, we have not contemplated any plan of liquidation in the event that we do not generate sufficient revenues to support our operations.

To date, we have experienced significant difficulties in generating revenues and raising additional capital. We believe our inability to raise significant additional capital through debt or equity financings is due to various factors, including, but not limited to, the current turmoil in the equity and credit markets. However, our ability to continue operations has been negatively affected by our inability to raise significant capital.

During the next three to six months, we also intend to explore acquiring smaller companies with complementary businesses. Accordingly, we intend to research potential opportunities for us to acquire smaller companies with complementary businesses to our business and other companies that may be interested in being acquired by us or entering into a joint venture agreement with us. As of the date of this report, we have not identified any potential acquisition or joint venture candidates. We cannot guaranty that we will acquire or enter into any joint venture with any third party, or that in the event that we acquire another entity, this acquisition will increase the value of our common stock. We hope to use our common stock as payment for any potential acquisitions.

In the event that we change the focus of our operations, then we may need to hire additional employees or independent contractors as well as purchase or lease additional equipment.

Because we have limited operations and assets, we may be considered a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Accordingly, we have checked the box on the cover page of this report that specifies we are a shell company.

Off-Balance Sheet Arrangements. There are no 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 of operations, liquidity, capital expenditures or capital resources that are material to investors.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 8. Financial Statements and Supplementary Data.

The financial statements required by Item 8 are presented in the following order:

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm	12

Balance Sheets	13

Statements of Operations	14

Statements of Changes in Stockholders’ Deficit	15

Statements of Cash Flows	16

Notes to Financial Statements	17

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Swinging Pig Productions, Inc.

We have audited the accompanying consolidated balance sheets of Swinging Pig Productions, Inc. (a development stage company) as of December 31, 2009 and 2008, and the related consolidated statements of operations, changes in stockholder’s equity (deficit) and cash flows for the years then ended and for the period from inception (June 25, 2004) 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 audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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 audit provides 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 Swinging Pig Productions, Inc. as of December 31, 2009 and 2008, and the results of its operations and its cash flows for the years then ended and for the period from inception (June 25, 2004) 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 more fully described in Note 2, the Company has incurred recurring operating losses and has an accumulated deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments may result from the outcome of this uncertainty.

Q Accountancy Corporation

/s/ Q Accountancy Corporation

Laguna Niguel, California

April 14, 2010

SWINGING PIG PRODUCTIONS, INC.

(A Development Stage Company)

BALANCE SHEETS

DECEMBER 31, 2009 AND 2008

ASSETS

	2009		2008
Current assets
Cash	$	386	$	1,983

Total current assets		386		1,983

Total assets	$	386	$	1,983

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities
Accounts payable and accrued expenses	$	2,111		$	76
Related party payables		124,352			90,202

Total current liabilities		126,463			90,279

Stockholders’ deficit
Common stock, $.001 par value; 50,000,000 shares authorized, 2,168,000 shares issued and outstanding		2,168			2,168
Additional paid-in capital		241,032			241,032
Deficit accumulated during the development stage		(369,277	)		(331,496	)

Total stockholders’ deficit		(126,077	)		(88,296	)

Total liabilities and stockholders’ deficit	$	386		$	1,983

See Notes to Financial Statements.

SWINGING PIG PRODUCTIONS, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

	For the Year Ended December 31, 2009			For the Year Ended December 31, 2008			For the Period from Inception (June 25, 2004) through December 31, 2009
Net revenue	$	-		$	-		$	-

Operating expenses
Production costs		2,654			2,312			141,985
Management fees		24,000			24,000			132,000
Legal and professional		9,307			8,019			28,477
General and administrative		1,820			4,420			66,815

Total operating expenses		37,781			38,751			369,277

Loss from operations		(37,781	)		(38,751	)		(369,277	)

Other income (expense), net		-			-			-

Loss before income taxes		(37,781	)		(38,751	)		(369,277	)

Provision for income taxes		-			-			-


Net loss	$	(37,781	)	$	(38,751	)	$	(369,277	)

Net loss per common share – basic and diluted	$	(0.02	)	$	(0.02	)	$	(0.17	)

Weighted average of common shares – basic and diluted		2,168,000			2,168,000			2,113,000

See Notes to Financial Statements.

SWINGING PIG PRODUCTIONS, INC.

(A Development Stage Company)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE PERIOD FROM INCEPTION (JUNE 25, 2004) THROUGH DECEMBER 31, 2009

							Deficit
	Common Stock						Accumulated
	Number of Shares		Amount		Additional Paid-In Capital		During Development Stage			Total Stockholders’ Equity (Deficit)

Balance, June 25, 2004		-	$	-	$	-	$	-		$	-

Issuance of founders’ common stock, June 26, 2004		1,200,000		1,200		-		-			1,200

Issuance of common stock for cash, October 5, 2004		894,000		894		222,606					223,500

Net loss		-		-		-		(124,238	)		(124,238	)

Balance, December 31, 2004		2,094,000		2,094		222,606		(124,238	)		100,462

Issuance of common stock for cash, March 11, 2005		74,000		74		18,426					18,500

Net loss		-		-		-		(98,365	)		(98,365	)

Balance, December 31, 2005		2,168,000		2,168		241,032		(222,603	)		20,597

Net loss		-		-		-		(37,385	)		(37,385	)

Balance, December 31, 2006		2,168,000		2,168		241,032		(259,988	)		(16,788	)

Net loss		-		-		-		(32,757	)		(32,757	)

Balance, December 31, 2007		2,168,000		2,168		241,032		(292,745	)		(49,545	)

Net loss		-		-		-		(38,751	)		(38,751	)

Balance, December 31, 2008		2,168,000		2,168		241,032		(331,496	)		(88,296	)

Balance, December 31, 2008	2,168,000		2,168		241,032		(331,496	)		(88,296	)

Net loss	-		-		-		(37,781	)		(37,781	)

Balance, December 31, 2009	2,168,000	$	2,168	$	241,032	$	(369,277	)	$	(126,077	)

See Notes to Financial Statements.

SWINGING PIG PRODUCTIONS, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

	For the Year Ended December 31, 2009			For the Year Ended December 31, 2008			For the Period from Inception (June 25, 2004) through December 31, 2009
Cash flows from operating activities
Net loss	$	(37,781	)	$	(38,751	)	$	(369,277	)
Adjustments to reconcile net loss to net cash used in operating activities
Changes in operating assets and liabilities
Increase (decrease) in accounts payable		2,034			(53	)		2,111
Increase in related party payables		34,150			12,750			124,352

Net cash used in operating activities		(1,597	)		(26,054	)		(242,814	)

Cash flows from investing activities
		-			-			-

Net cash used by investing activities		-			-			-

Cash flows from financing activities
Proceeds from issuance of common stock		-			-			243,200

Net cash provided by financing activities		-			-			243,200

Net increase in cash		(1,597	)		(26,054	)		386

Cash, beginning of period		1,983			28,037			-

Cash, end of period	$	386		$	1,983		$	386


Supplemental disclosure of cash flow information
Income taxes paid	$	-		$	-		$	-

Interest paid	$	-		$	-		$	-

See Notes to Financial Statements

SWINGING PIG PRODUCTIONS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009 AND 2008

1.	NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Swinging Pig Productions, Inc. (the Company) is currently a development stage company under the provisions of the FASB Accounting Standards Codification (ASC) No. 915, “Development Stage Entities”, and was incorporated under the laws of the State of Florida on June 25, 2004. Since inception, the Company has produced minimal revenues and will continue to report as a development stage company until significant revenues are produced.

The Company is in the business of developing independent feature film motion pictures.

On August 11, 2004, the Company formed Chronicles of a Skater Girl, LLC in Florida, for the purpose of producing the Company first independent feature film. The Company owns 100% of Chronicles of a Skater Girl, LLC.

The Company has evaluated subsequent events through April 14, 2010, the date these financial statements were issued.

Principles of Consolidation

The consolidated financial statements include the accounts of Swinging Pig Productions, Inc. and it’s wholly owned subsidiary, Chronicles of a Skater Girl, LLC. All inter-company accounts and transactions have been eliminated in consolidation.

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 revenues and expenses during the reported periods. Actual results could materially differ from those estimates.

Cash and Cash Equivalents

For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents.

SWINGING PIG PRODUCTIONS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009 AND 2008

1.	NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair Value of Financial Instruments

Pursuant to ASC No. 825, “Financial Instruments”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet. The carrying value of cash, accounts payable and accrued expenses and related party payables approximate their fair value due to the short period to maturity of these instruments.

Revenue Recognition

Revenue is to be recognized, in accordance with ASC No. 926-605-25, “Entertainment – Films, Revenue Recognition”, from a sale or licensing arrangement of a film when (a) persuasive evidence of a sale or licensing arrangement with a customer exists, (b) the film is complete and has been delivered or is available for immediate delivery, (c) the license period has begun and the customer can begin its exhibition or sale, (d) fee is fixed or determinable, and (e) collection of the fee is reasonably assured.

Income Taxes

The Company accounts for income taxes under ASC No. 740, “Accounting for Income Taxes”. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

Comprehensive Income

The Company applies ASC No. 220, “Comprehensive Income” (ASC 220). ASC 220 establishes standards for the reporting and display of comprehensive income or loss, requiring its components to be reported in a financial statement that is displayed with the same prominence as other financial statements. From inception (June 25, 2004) through December 31, 2009, the Company had no other components of comprehensive loss other than net loss as reported on the statement of operations.

SWINGING PIG PRODUCTIONS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009 AND 2008

1.	NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Basic and Diluted Income (Loss) Per Share

In accordance with ASC No. 260, “Earnings Per Share”, basic income (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed similar to basic income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of December 31, 2009, the Company did not have any equity or debt instruments outstanding that could be converted into common stock.

Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (FASB) issued ASC Statement No. 105, the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (ASC 105). ASC 105 will become the single source authoritative nongovernmental U.S. generally accepted accounting principles (GAAP), superseding existing FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force, and related accounting literature. ASC 105 reorganized the thousands of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure. Also included is relevant SEC guidance organized using the same topical structure in separate sections. The Company adopted ASC 105 on July 1, 2009. The adoption of ASC 105 did not have an impact on the Company’s financial position or results of operations.

On April 1, 2009, the Company adopted ASC 825-10-65, Financial Instruments – Overall – Transition and Open Effective Date Information (ASC 825-10-65). ASC 825-10-65 amends ASC 825-10 to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements and also amends ASC 270-10 to require those disclosures in all interim financial statements. The adoption of ASC 825-10-65 did not have a material impact on the Company’s results of operations or financial condition.

SWINGING PIG PRODUCTIONS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009 AND 2008

1.	NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (continued)

On April 1, 2009, the Company adopted ASC 855, Subsequent Events (ASC 855). ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date – that is, whether that date represents the date the financial statements were issued or were available to be issued. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. The adoption of ASC 855 did not have a material impact on the Company’s results of operations or financial condition.

On July 1, 2009, the Company adopted ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic 820) (ASU 2009-05). ASU 2009-05 provided amendments to ASC 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities. ASU 2009-05 provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using certain techniques. ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. The adoption of ASU 2009-05 did not have a material impact on the Company’s results of operations or financial condition.

In October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue Arrangements, (amendments to ASC 605, Revenue Recognition) (ASU 2009-13). ASU 2009-13 requires entities to allocate revenue in an arrangement using estimated selling prices of the delivered goods and services based on a selling price hierarchy. The amendments eliminate the residual method of revenue allocation and require revenue to be allocated using the relative selling price method. ASU 2009-13 should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. The Company does not expect adoption of ASU 2009-13 to have a material impact on the Company’s results of operations or financial condition.

SWINGING PIG PRODUCTIONS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009 AND 2008

2. GOING CONCERN

As shown in the accompanying financial statements, the Company has incurred a net operating loss of $(369,277) from inception (June 25, 2004) through December 31, 2009. The Company is subject to those risks associated with development stage companies. The Company has sustained losses since inception and additional debt and equity financing will be required by the Company to fund its development activities and to support operations. However, there is no assurance that the Company will be able to obtain additional financing. Furthermore, there is no assurance that professional service contracts with actors, changing customer needs and evolving industry standards will enable the Company to introduce new films on a continual and timely basis so that profitable operations can be attained.

3. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair Value Measurements

On January 1, 2008, the Company adopted FASB Accounting Standards Codification No. 820 (ASC 820), Fair Value Measurements. ASC 820 relates to financial assets and financial liabilities.

Determination of Fair Value

At December 31, 2009, the Company calculated the fair value of its assets and liabilities for disclosure purposes only.

Valuation Hierarchy

ASC 820 establishes a three-level valuation hierarchy for the use of fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date:

•	Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

•

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

SWINGING PIG PRODUCTIONS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009 AND 2008

3. FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

Fair Value Measurements (continued)

•

Level 3 - Inputs that are both significant to the fair value measurement and unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs are developed based on the best information available in the circumstances and may include the Company's own data.)

The following table presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2009 and 2008:

	December 31, 2009
	Level 1		Level 2		Level 3		Total
Assets
Cash	$	386	$	-	$	-	$	386
Liabilities
Accounts payable and accrued expenses		-		-		2,111		2,111
Related party payables		-		-		124,352		124,352
	$	386	$	-	$	126,463	$	126,463

	December 31, 2008
	Level 1		Level 2		Level 3		Total
Assets
Cash	$	1,983	$	-	$	-	$	1,983
Liabilities
Accounts payable and accrued expenses		-		-		76		76
Related party payables		-		-		90,202		90,202
	$	1,983	$	-	$	90,279	$	90,279

4. ACCRUED EXPENSES

Accrued Wages and Compensated Absences

The Company currently does not have any employees. The majority of development costs and services have been provided to the Company by the founders and outside, third-party vendors. As such, there is no accrual for wages or compensated absences as of December 31, 2009.

SWINGING PIG PRODUCTIONS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009 AND 2008

5. RELATED PARTY PAYABLES AND TRANSACTIONS

The Company periodically receives advances from a stockholder when necessary to be used for working capital purposes. These advances are non-interest bearing, due on demand and are to be repaid as cash becomes available. The amounts due to the stockholder at December 31, 2009 and 2008 were $11,152 and $252, respectively.

The Company is provided with office space and management services by a stockholder through his wholly owned company, an affiliate. Management fees paid or accrued for the years ended December 31, 2009 and 2008 were $24,000 and $24,000, respectively. The amounts due to the related party at December 31, 2009 and 2008 were $113,200 and $89,950, respectively.

6. COMMON STOCK

On June 26, 2004, the Company issued 1,200,000 shares of its common stock to its officers for services in the amount of $1,200 which was considered a reasonable estimate of fair value at that date.

On October 5, 2004, the Company issued 894,000 shares of its common stock to unrelated investors for cash of $223,500 pursuant to the Company’s unregistered private offering under Rule 506 of Regulation D of the Securities Act of 1933, as amended.

On March 11, 2005, the Company issued 74,000 shares of its common stock to unrelated investors for cash of $18,500 pursuant to the Company’s unregistered private offering under Rule 506 of Regulation D of the Securities Act of 1933, as amended.

7. PROVISION FOR INCOME TAXES

As of December 31, 2009, the Company had federal net operating loss carryforwards of approximately $(369,300), which can be used to offset future federal income tax. The federal and state net operating loss carryforwards expire at various dates through 2029. Deferred tax assets resulting from the net operating losses are reduced by a valuation allowance, when, in the opinion of management, utilization is not reasonably assured.

Deferred income taxes are reported using the liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.

SWINGING PIG PRODUCTIONS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009 AND 2008

7. PROVISION FOR INCOME TAXES (Continued)

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

A summary of the Company’s deferred tax assets as of December 31, 2009 and 2008 are as follows:

	2009			2008

Federal net operating loss, at effective rate of 34%	$	125,500		$	113,000
Less: valuation allowance		(125,500	)		(113,000	)

Net deferred tax asset	$	---		$	---

The valuation allowance increased $12,500 and $13,500 for the years ended December 31, 2009 and 2008, respectively.

8. SUBSEQUENT EVENT

On March 30, 2010, the Company’s board of directors accepted the resignation of its president and director and appointed a new president and director as disclosed in the Company’s current report on Form 8-K.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

There have been no changes in or disagreements with our accountants since our formation required to be disclosed pursuant to Item 304 of Regulation S-K, except for the following:

On August 6, 2009, we dismissed Moore & Associates Chartered (“Moore”), as our independent registered public account firm. On the same date, August 6, 2009, the accounting firm of Seale was engaged as our new independent registered public account firm. Our Board of Directors approved of the dismissal of Moore and the engagement of Seale as its independent auditor.

Please note that the Public Company Accounting Oversight Board (“PCAOB”) revoked the registration of Moore because of violations of PCAOB rules and auditing standards in auditing the financial statements, PCAOB rules and quality controls standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and noncooperation with a Board investigation. None of the reports of Moore on our financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except for a going concern qualification in our audited financial statements. During our two most recent fiscal years and the subsequent interim periods thereto, there were no disagreements with Moore whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Moore’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on our financial statements. Likewise, during our two most recent fiscal years and any subsequent interim period, through August 6, 2009, Moore did not advise us about any reportable event, as described in Item 304(a)(1)(v) of Regulation S-K.

On August 6, 2009, we engaged Seale as our independent accountant. During the two most recent fiscal years and the interim periods preceding the engagement, we nor anyone on our behalf has not consulted Seale regarding any of the matters set forth in Item 304(a)(1)(v) of Regulation S-K.

On March 30, 2010, we dismissed Seale and Beers, CPAs (“Seale”) as our principal accountant effective on such date. Seale was our independent registered public accounting firm from August 6, 2009, the date of appointment, until March 30, 2010, the date of dismissal. We engaged Q Accountancy Corporation (“QAC”) as its new principal accountant effective as of March 30, 2010. The decision to change accountants was recommended and approved by our Board of Directors.

None of the reports of Seale with respect to the quarterly periods ended June 30, 2009 and September 30, 2009, the only periods for which Seale provided such a report, contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, with the exception of a qualification with respect to uncertainty as to our ability to continue as a going concern.

During the period from August 6, 2009, the date of appointment of Seale, through March 30, 2010, the date of dismissal of Seale, there were no disagreements with Seale on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreement(s), if not resolved to the satisfaction of Seale, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report, nor were there any reportable events as defined in Item 304(a)(1)(iv) of Regulation S-K.

We engaged QAC as our new independent accountant as of March 30, 2010. During fiscal years 2009 and 2008, and the subsequent interim period through March 30, 2010, we nor anyone on our behalf behalf engaged QAC regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, or any matter that was either the subject of a “disagreement” or a “reportable event,” both as such terms are defined in Item 304 of Regulation S-K.

Item 9A. Controls and Procedures.

Evaluation of disclosure controls and procedures.

We maintain controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and (ii) accumulated and communicated to our principal executive and principal financial officers to allow timely decisions regarding required disclosure. Based upon their evaluation of those controls and procedures performed as of December 31, 2009, the date of this report, our chief executive officer and the chief financial officer concluded that our disclosure controls and procedures were effective.

Management's annual report on internal control over financial reporting.

Our Chief Executive Officer and our Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our 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 generally accepted accounting principles 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 our assets;
·	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and
·	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 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.

Our Chief Executive Officer and our Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of December 31, 2009. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework.

Based on our assessment, our Chief Executive Officer and our Chief Financial Officer believe that, as of December 31, 2009, our internal control over financial reporting is not effective based on those criteria, due to the following: (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.

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.

In light of this conclusion and as part of the preparation of this report, we have applied compensating procedures and processes as necessary to ensure the reliability of our financial reporting. Accordingly, management believes, based on its knowledge, that (1) this report does not contain any untrue statement of a material fact or omit to state a material face necessary to make the statements made not misleading with respect to the period covered by this report, and (2) the financial statements, and other financial information included in this report, fairly present in all material respects our financial condition, results of operations and cash flows for the years and periods then ended.

This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this report.

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, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Executive Officers and Directors. We are dependent on the efforts and abilities of certain of our senior management. The interruption of the services of key management could have a material adverse effect on our operations, profits and future development, if suitable replacements are not promptly obtained. We have not entered into employment agreements with any of our key executives. We cannot guaranty that each executive will remain with us. In addition, our success depends, in part, upon our ability to attract and retain other talented personnel. Although we believe that our relations with our personnel are good and that we will continue to be successful in attracting and retaining qualified personnel, we cannot guaranty that we will be able to continue to do so. Our officers and directors will hold office until their resignation or removal.

The following table sets forth information regarding our current executive officers and directors as well as other key members of our management. Our officers and directors will serve one-year terms or until our next annual meeting of shareholders, whichever is longer.

Name	Age	Position
Michael Davis	44	President, Director
Daniel Mirman	38	Treasurer, Secretary, Director

Michael Davis. Mr. Davis has served as our President and one of our directors since March 2010. Since 1987, Michael Davis, 44, has provided professional golf teaching services to various golf clubs in California. Mr. Davis attended California Lutheran University where he studied business and marketing. Mr. Davis is not an officer or director of any other reporting company

Daniel S. Mirman. Mr. Mirman has served as our Treasurer, Secretary and one of our directors since our inception. He founded Harlem Films, a film distribution company, in August 2002. Harlem Films’ projects have included “CGI Stories Project,” for the Clinton Global Initiative; “How to Make a Commitment” for the Clinton Foundation; a documentary on President Bill Clinton; and other projects. He has served as writer and director for Chronicles of a Skater Girl, LLC, our subsidiary. In order to gain access to the distribution community, Mr. Mirman instituted the Independent Film Report , a weekly email newsletter with a subscription base of approximately 200,000 people. Mr. Mirman previously had started Pangea Sport, Inc. in Heidelberg, Germany, which pioneered the college clothing market for European universities. He has authored a book based on his experience titled Transplanting the American Dream , which chronicles the launch and execution of a small grassroots company in Europe. This book explores the landscape of living, working, and traveling in Europe through the eyes of an American. From March 2002 to July 2003, Mr. Mirman acted as the New York chairperson of the Global Peace Congress, a peace organization started after the tragedy of September 11.

In June 2001, he directed an Off- Broadway play titled Starlight Lotto , and in 1994 he directed “Prague Under The Bridge”, a documentary on Prague funded by Duke University and told through the interviews of 500 people. Previously, Mr. Mirman was a writer and producer for one of the first reality TV shows, “Road Trip.” He assisted in all aspects of the show’s formation, from the development of the concept to the execution of the trip. “Road Trip” aired on TBS in January 1994 and was the precursor to “Road Rules.” Mr. Mirman earned his Juris Doctor from New York Law School in 2007. He has also done graduate work in Film Studies at the NYU Tisch School, and studied at the Swedish Film Institute in Stockholm, Sweden. He holds a B.S. in Economics and English Literature from the University of New Hampshire, which he earned in 1993. Mr. Mirman is not an officer or director of any reporting company.

There is no family relationship between any of our officers or directors. There are no orders, judgments, or decrees of any governmental agency or administrator, or of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining any of our officers or directors from engaging in or continuing any conduct, practice or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security, or any aspect of the securities business or of theft or of any felony, nor are any of the officers or directors of any corporation or entity affiliated with us so enjoined.

Nominating Committee. Our entire Board participates in consideration of director nominees. The Board will consider candidates who have experience as a board member or senior officer of a company or who are generally recognized in a relevant field as a well-regarded practitioner, faculty member or senior government officer. The Board will also evaluate whether the candidates' skills and experience are complementary to the existing Board's skills and experience as well as the Board's need for operational, management, financial, international, technological or other expertise. The Board will interview candidates that meet the criteria and then select nominees that Board believes best suit our needs.

The Board will consider qualified candidates suggested by stockholders for director nominations. Stockholders can suggest qualified candidates for director nominations by writing to our Corporate Secretary, Daniel Mirman 18 W. 21 st Street, 5 th Floor, New York City, New York 10010. Submissions that are received that meet the criteria described above will be forwarded to the Board for further review and consideration. The Board will not evaluate candidates proposed by stockholders any differently than other candidates

Audit Committee Financial Expert. Our board of directors does not have an “audit committee financial expert,” within the meaning of such phrase under applicable regulations of the Securities and Exchange Commission, serving on its audit committee. The board of directors believes that all members of its audit committee are financially literate and experienced in business matters, and that one or more members of the audit committee are capable of (I) understanding generally accepted accounting principles (“GAAP”) and financial statements, (ii) assessing the general application of GAAP principles in connection with our accounting for estimates, accruals and reserves, (iii) analyzing and evaluating our financial statements, (iv) understanding our internal controls and procedures for financial reporting; and (v) understanding audit committee functions, all of which are attributes of an audit committee financial expert. However, the board of directors believes that there are not any audit committee members who has obtained these attributes through the experience specified in the SEC’s definition of “audit committee financial expert.” Further, like many small companies, it is difficult for the Company to attract and retain board members who qualify as “audit committee financial experts,” as competition for these individuals is significant. The board believes that its current audit committee is able to fulfill its role under SEC regulations despite not having a designated “audit committee financial expert.” We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of the nature of our operations, we believe the services of a financial expert are not warranted at this time.

Audit Committee. Presently, the board of directors acts as the audit committee.

Section 16(A) Beneficial Ownership Reporting Compliance. Section 16(a) of the Securities Act of 1934 requires our directors, executive officers, and any persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. SEC regulation requires executive officers, directors and greater than 10% stockholders to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the year ended December 31, 2009, our executive officers, directors, and greater than 10% stockholders complied with all applicable filing requirements.

Code of Ethics. We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. When available, our code of ethics will be posted on a corporate website.

Item 11. Executive Compensation

Any compensation received by our officers, directors, and management personnel will be determined from time to time by our Board of Directors. Our officers, directors, and management personnel will be reimbursed for any out-of-pocket expenses incurred on our behalf.

Summary Compensation Table. The compensation of the named executive officers for the last completed fiscal year ended December 31, 2008 and for the year ended December 31, 2009 is shown below:

Name and Principal Position	Year Ended	Salary $	Bonus $	Stock Awards $	Option Awards $	Non-Equity Incentive Plan Compensation $	Nonqualified Deferred Compensation Earnings $	All Other Compensation $	Total $

Julie Mirman, former President	2009	0	0	0	0	0	0	0	0
	2008	0	0	0	0	0	0	0	0

Daniel Mirman, Secretary, Treasurer	2009	0	0	0	0	0	0	0	0 See note (1)
	2008	0	0	0	0	0	0	0	0

(1)	Refer to “Related Party Transactions for information regarding amounts paid to the individuals who are our officers, although the payments made were for services as independent contractors to us.

Employment Contracts. We do not anticipate that we will enter into any employment contracts with any of our officers.

Stock Options/SAR Grants . No grants of stock options or stock appreciation rights were made since our date of incorporation in June 2004.

Long-Term Incentive Plans . As of December 31, 2009, we had no group life, health, hospitalization, or medical reimbursement or relocation plans in effect. Further, we had no pension plans or plans or agreements which provide compensation on the event of termination of employment or corporate change in control.

Outstanding Equity Awards at Fiscal Year-end. As of the year ended December 31, 2009, each named executive officer had these unexercised options, stock that has not vested, and equity incentive plan awards:

Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options # Exercisable	# Un-exercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options	Option Exercise Price	Option Expiration Date	Number of Shares or Units of Stock Not Vested	Market Value of Shares or Units Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights Not Vested	Value of Unearned Shares, Units or Other Rights Not Vested

Julie Mirman, former president	0	0	0	0	n/a	0	0	0	0

Daniel Mirman, secretary, treasurer	0	0	0	0	n/a	0	0	0	0

Stock Option Plan. We anticipate that we will adopt a stock option plan, pursuant to which shares of our common stock will be reserved for issuance to satisfy the exercise of options. The stock option plan will be designed to retain qualified and competent officers, employees, and directors. Our Board of Directors, or a committee thereof, shall administer the stock option plan and will be authorized, in its sole and absolute discretion, to grant options thereunder to all of our eligible employees, including officers, and to our directors, whether or not those directors are also our employees. Options will be granted pursuant to the provisions of the stock option plan on such terms, subject to such conditions and at such exercise prices as shall be determined by our Board of Directors. Our stock option plan and the stock option agreements will provide that options granted pursuant to the stock option plan shall not be exercisable after the expiration of ten years from the date of grant.

Director Compensation. The following concerns the compensation of our directors for their service as directors during the fiscal year ended December 31, 2009:

Name	Fees Earned or Paid in Cash	Stock Awards $	Option Awards $	Non-Equity Incentive Plan Compensation $	Non-Qualified Deferred Compensation Earnings $	All Other Compensation $	Total $
Daniel Mirman	0	0	0	0	0	0	0

Julie Mirman	0	0	0	0	0	0	0

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information regarding the beneficial ownership of our common stock as of April 10, 2009, by each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, each of our directors and named executive officers, and all of our directors and executive officers as a group.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class

Common Stock	Michael Davis c/o 18 W. 21st Street 5th FLoor, New York City, New York 10010	no shares President, Director	0%

Common Stock	Daniel Mirman 18 W. 21 st Street, 5 th Floor, New York City, New York 10010	600,000 shares Secretary, Treasurer, Director	27.7%

Common Stock	Julie Mirman 18 W. 21 st Street, 5 th Floor, New York City, New York 10010	600,000 shares	27.7%

Common Stock	All officers and directors as a group	1,200,000 shares	55.4%

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. In accordance with Securities and Exchange Commission rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees. Subject to community property laws, where applicable, the persons or entities named in the table above have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.

Changes in Control. We are not aware of any arrangements which may result in “changes in control” as that term is defined by the provisions of Item 403 of Regulation S-K.

Equity Compensation Plan. We do not have any securities authorized for issuance under any equity compensation plan. We also do not have an equity compensation plan and do not plan to implement such a plan.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Conflicts Related to Other Business Activities. The persons serving as our officers and directors have existing responsibilities and, in the future, may have additional responsibilities, to provide management and services to other entities in addition to us. As a result, conflicts of interest between us and the other activities of those persons may occur from time to time.

We will attempt to resolve any such conflicts of interest in our favor. Our officers and directors are accountable to us and our shareholders as fiduciaries, which requires that such officers and directors exercise good faith and integrity in handling our affairs. A shareholder may be able to institute legal action on our behalf or on behalf of that shareholder and all other similarly situated shareholders to recover damages or for other relief in cases of the resolution of conflicts in any manner prejudicial to us.

Related Party Transactions. There have been no related party transactions, except for the following:

In June 2004, we issued 600,000 shares of our common stock to each of Julie Mirman and Daniel Mirman, i.e., an aggregate total of 1,200,000 shares, in exchange for cash of $600 from each, or a total of $1,200.

In July 2004, we entered into an agreement with Harlem Films, Inc. a Florida corporation, to provide office space and management services for a monthly fee of between $1,000 and $3,000 to be set by Harlem Films, Inc. Harlem Films, Inc. is owned by Daniel Mirman, who is one of our officers and directors.

Director Independence. Members of our Board of Directors are not independent as that term is defined by defined in Rule 4200(a)(15) of the Nasdaq Marketplace Rules.

Item 14. Principal Accountant Fees and Services.

Audit Fees. The aggregate fees billed in each of the years ended December 31, 2009 and 2008 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those years were $7,750 and $7,000, respectively.

Audit-Related Fees. There were no fees billed for services reasonably related to the performance of the audit or review of the financial statements outside of those fees disclosed above under "Audit Fees" for years ended December 31, 2009 and 2008.

Tax Fees. For the years ended December 31, 2009 and 2008, our principal accountants did not render any services for tax compliance, tax advice, and tax planning work.

All Other Fees. None.

Pre-Approval Policies and Procedures. Prior to engaging its accountants to perform a particular service, our board of directors obtains an estimate for the service to be performed. All of the services described above were approved by the board of directors in accordance with its procedures.

Item 15. Exhibits, Financial Statement Schedules.

(a)	Financial Statements.

Included in Item 8

(b)	Exhibits required by Item 601.

Exhibit	Description
3.1	Articles of Amendment to Articles of Incorporation (1)
3.1.2	Amended and Restated Articles of Incorporation (1)
3.2	Bylaws (1)
10.1	Agreement with Harlem Films for Office Space and Services (1)
10.2	Actor Agreement(1)
21	Subsidiary (1)
31.1	Certification of Principal Executive Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934
31.2	Certification of Principal Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934
32.1	Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1) Filed as Exhibit 2.1 and 2.3 to our Form 10-SB filed with the Securities and Exchange Commission on December 13, 2007, and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Swinging Pig Productions, Inc. a Florida corporation

April 15, 2010	By:	/s/ Michael Davis
	Its:	Michael Davis Principal Executive Officer President and a Director

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Michael Davis	April 15, 2010
Its:	Michael Davis Principal Executive Officer President and a Director


By:	/s/ Daniel Mirman	April 15, 2010
	Daniel Mirman
Its:	Principal Financial Officer, Treasurer, Secretary and a Director

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