Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
May 12, 2010
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Reshoot Production Company
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
000-53049 26-1665960
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(Commission File Number) (IRS Employer Identification No.)
315 East New Market Road, Immokalee, FL 34142
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(Address of Principal Executive Offices) (Zip Code)
(239) 657-4421
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(Registrant's Telephone Number, Including Area Code)
2749 Kingclaven, Henderson, NV 89044
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(Former name or former address, if changed, since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
On May 12, 2010, Reshoot Production Company (the "Registrant" or the
"Company") entered into a three-year Sales Agreement with Six L's Packing
Company, Inc. a Florida corporation and Custom - Pak, Inc. a Florida
corporation. Six L's and Custom-Pak are wholly owned operating subsidiaries
of LFC Enterprises, Inc., a Florida corporation. This material agreement
concerns the purchase, storage, distribution, and sale of produce grown by
Reshoot Production Company. (See Exhibit 10.2)
Item 3.02 Unregistered Sales of Equity Securities
On May 12, 2010, Reshoot Production Company agreed to issue 22,250,000 shares
of its unregistered common shares to Mike Broll, Ross Hatanaka and Marc
Schechtman in exchange for $90,000. The funds have already been received
into an attorney's client trust account. Additionally, the Company agreed to
issue 500,000 unregistered common shares to Six L's Packing Company, Inc., a
Florida corporation and Custom-Pak, Inc., a Florida corporation, as
consideration for a 3-year Sales Agreement for the purchase, storage,
distribution, and sale of produce grown by Reshoot Production. Therefore,
the Company will issue a total of 22,750,000 of unregistered restricted
stock.
The shares will be issued pursuant to the exemption from registration
provided by Section 4(2) of the Securities Act. We believed that Section
4(2) was available because the offer and sale did not involve a public
offering and there was not general solicitation or general advertising
involved in the offer or sale. The shares of common stock issued will
contain a legends restricting transferability absent registration or
applicable exemption.
Item 5.01. Changes in Control of Registrant
Concurrently with the purchase and issuance of these shares, Mr. Ed
DeStefano, the founder of the Company, resigned as an officer and director
of the Registrant.
Prior to his resignation, the board added Mike Broll, Ross Hatanaka and Marc
Schechtman as directors of the Registrant. The board appointed Mike Broll as
Chairman and CEO; Ross Hatanaka as VP Operations; and Marc Schechtman as VP
and Director of Planning.
No agreements exist among present or former controlling stockholders or
directors of the Registrant with respect to the election of the members of
the board of directors, and to the Registrant's knowledge, no other
agreements exist which might result in a change of control of the Registrant.
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CURRENT DIRECTORS AND OFFICERS
The names, ages and positions of the Company's director and executive officer
are as follows:
Name Age Position
------------- --- ------------------------------
Mike Broll 62 Chairman & CEO
Ross Hatanaka 54 VP Operations & Director
Marc Schechtman 58 VP & Director of Planning
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Biography of Mike Broll Chairman & CEO
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June of 2009 to Present - Private consulting and independent Board member
for two companies; Futuristic Foods 2005 - 2008 (sold to PE firms); LFC
Enterprises 2007 to Present.
July of 2004 thru June 2009 - President and CEO of Galaxy Nutritional
Foods. A publicly traded food company specializing in dairy cheese
alternatives, organic cheese and other specialty foods. The Company was
sold to the largest shareholder and a PE firm in March of 2009 and I stayed
under contract until the transition was complete.
Biography of Ross Hatanaka VP Operations & Director
----------------------------------------------------
Mr. Hatanaka worked on his family farm, Hatanaka Bros, Inc. as Farm Manager.
In 1986, he was hired to plant an asparagus farm in Guaymas, Sonora, Mexico
and in 1990, he was hired by Meyer Tomatoes to be their Field Supervisor. He
left this position in 2007 as their Manager of Field Operations - Mexico. In
2008, he started as a Company Representative and Product Development - Mexico
for Semillas Latinoamericanas, SA, based out of Santiago, Chile.
Education: Mr. Hatanaka attended Linden High School in Linden, California
and attended University of Fresno State and majored in Agronomy
Biography of Marc Schechtman VP Planning & Director
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April 2005 to present -- Business Developer Consultant, Custom Pak, Inc.
Division of LFC Enterprises 315 East New Market, Immokalee, FL
Compensation of Directors
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No director receives any fee, salary or commission for service as a director.
In addition, no such arrangement is contemplated for the foreseeable future.
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SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT
The following table presents information, to the best of our knowledge, about
the ownership of the common stock of Reshoot Production Company on May 12,
2010 relating to those persons known to beneficially own more than 5% of our
capital stock and by our named executive officer and sole director.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and does not necessarily indicate actual
or beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes those shares of common stock over which the stockholder
has sole or shared voting or investment power. It also includes shares of
common stock that the stockholder has a right to acquire within 60 days after
May 12, 2010 pursuant to options, warrants, conversion privileges or other
right. The percentage ownership of the outstanding common stock, however, is
based on the assumption, expressly required by the rules of the Securities
and Exchange Commission, that only the person or entity whose ownership is
being reported has converted options or warrants into shares of Reshoot
Production Company common stock.
We do not have any outstanding options, warrants or other securities
exercisable for or convertible into shares of our common stock.
AMOUNT AND
NATURE OF
TITLE OF NAME OF BENEFICIAL BENEFICIAL PERCENT OF
CLASS OWNER AND POSITION OWNERSHIP CLASS(1)
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Common Mike Broll (2) 1,250,000 5.3%
Chairman & CEO
Common Ross Hatanaka (3) 500,000 2.1%
VP Oper & Director
Common Marc Schetcman (4) 20,500,000 87.2%
VP -Director of Planning
Common LFC-RPC Investment, LLC (5) 500,000 2.1%
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DIRECTORS AND OFFICERS AS A GROUP
(3 persons) 22,250,000 94.6%
(1) Percent of Class based on 23,516,667 shares of common stock issued
and outstanding.
(2) Mike Broll, 4370 La Jolla Village Drive, Suite 400 San Diego CA 92122.
(3) Ross Hatanaka, 4370 La Jolla Village Drive, Suite 400 San Diego CA 92122
(4) Marc Schechtman, 4370 La Jolla Village Drive, Suite 400 San Diego CA
92122
(5) LFC-RPC Investment, LLC, 315 East New Market Road, Immokalee, FL 34142.
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Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On May 12, 2010, the Registrant accepted the resignation of Mr. Ed
DeStefano as Officer and Director. Pursuant to Nevada Corporate law,
NRS 78.335(5), the Board of Directors filled the Board vacancy with the
nomination and acceptance of Mike Broll, Ross Hatanaka and Marc Schechtman,
effective May 12, 2010. The new board members will hold office for the
unexpired term of their predecessor(s) and/or until their successor(s) are
elected and qualified. Further, the board appointed Mike Broll as Chairman
and CEO; Ross Hatanaka as VP Operations and Marc Schechtman as VP and
Director of Planning of the Registrant.
Item 8.01 - Other Events
The Corporation's mailing address and business address have been changed from
2749 Kingclaven, Henderson, NV 89044 to 315 East New Market Road, Immokalee,
FL 34142, effective May 12, 2010.
Description of Business
-----------------------
The new management of the Company has moved the Company into a new focus
area. This new focus area includes the production and distribution of
organic cucumbers, tomatoes, and peppers.
Management will now organize investments for crop production for greenhouse
farms that will deliver product to Six L's Packing Company, Inc. a Florida
corporation and Custom - Pak, Inc. a Florida corporation, wholly owned
operating subsidiaries of LFC Enterprises, Inc., a Florida corporation. The
Company has entered into a three year Sales Agreement with Six L's Packing
Company, Inc. and Custom - Pak, Inc. to distribute 100% of produce grown. LFC
Enterprises is a family owned and a private company that has been in
operation for approximately 80 years. Management plans to grow all of its
produce in protected control environment (greenhouses) to avoid the weather
related risks of open field production. The Company's mission is to organize
capital and management to develop protected environment farms to meet the
demand for fresh produce by LFC and their customers
LFC Enterprises has been operating farms and distributing produce for three
generations. Recent freezing in Florida resulted in significant loss of
crops for all growers in the region. The Company plans to develop farms that
will deliver produce to Six L's Packing Company, Inc. and Custom - Pak, Inc.
that will manage weather related risks with greenhouse technology.
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Reshoot Productions will be utilizing greenhouse technology that manages
weather related risks and has more than 10 years of commercial-scale
operational history. Management believes that organic grown products are:
1) better for a person's health; 2) the products have improved taste and
quality; and 3) are socially responsible.
Management will organize capital to finance protected environment farms
(greenhouses) to grow certified organic produce that will be distributed by
LFC Enterprises.
At this time, the Company owns no farms, the Company plans to contract with
farms will grow produce with the goal of meeting USDA certified organic
standards, with the goal of selling the produce for the same price as non-
organic (conventional) comparables. A percentage of the produce grown may be
transitional organic for several years while the soil is converted to meet
USDA organic standards. Transitional organic produce is grown in a manner
that meets USDA organic standards, on soil that is required to be farmed in
an organic manner for at least three years prior to obtaining full organic
certification.
The Organic Food Industry
-------------------------
According to the Organic Trade Association, organic food sales have grown at
an estimated 20% annual rate since 1990. The Organic Trade Association
("OTA") is a membership-based business association that focuses on the
organic business community in North America located in Greenfield, MA. A
March 9, 2006 article published by "Reuters Food Summit" (an internet service
of the Reuters Foundation), indicates that a key sign that organic foods are
gaining mainstream acceptance is that Wal-Mart Stores, Inc., is now in the
process of doubling its offering of organic foods in its stores.
According to OTA, the global market for organic food and drink reached $23
billion in 2002. Increasing demand in North America helped fuel the 10.1
percent increase, as North America overtook Europe as the largest market for
organic food and drink. The OTA predicts continued growth for the global
organic food industry, although at slower rates.
Industry Statistics and Projected Growth
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Domestic sales of organic food and beverages have grown from $1 billion in
1990 to an estimated $20 billion in 2010, and are projected to reach nearly
$23 billion in 2011. Organic food sales are anticipated to increase an
average of 18 percent each year from 2007 to 2010. (Source: 2007 OTA
Manufacturer Survey) This representing approximately 2.8 percent of overall
food and beverage sales in 2006, this continues to be a fast growing sector,
growing 20.9 percent in 2006. (Source: 2007 OTA Manufacturer Survey)
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According to the National Restaurant Association's 2007 Restaurant Industry
Forecast, chefs ranked organic food as third on a list of the top 20 items
for 2007. Also, more than half of fine-dining operators who serve organic
food anticipated these items would represent a larger portion of sales in
2010. In addition, casual-and family-dining operators expected organic items
to represent a larger proportion of their sales in 2010. (Source: National
Restaurant Association's 2007 Restaurant Industry Forecast).
The Organic and Natural Foods Consumer
--------------------------------------
Research released in 2008 by The Natural Marketing Institute ("NMI") reveals
that consumers are increasingly incorporating organic into their lifestyles.
Total household penetration across six product categories has risen from 57
percent in 2006 to 59 percent in 2007. The research also showed that the
number of core users has increased from 16 percent in 2006 to 18 percent in
2007. (Source: http://www.nmisolutions.com/, 2008)
According to findings published by The Hartman Group in 2008, over two-thirds
(69 percent) of U.S. adult consumers buy organic products at least
occasionally. Furthermore, about 28 percent of organic consumers (about 19
percent of adults) are weekly organic users. Organic categories that
continue to be of high interest to consumers are dairy, fruit and vegetables,
prepared foods, meats, breads and juices, according to the report. (Source:
The Hartman Group, The Many Faces of Organic 2008, Summer 2008.)
Consumers choose to buy organic for a wide variety of reasons. Among the
most commonly cited of these reasons are related to health and the
environment. According to the "Hartman Report on Sustainability:
Understanding the Consumer Perspective," sustainability-minded customers:
o are twice as likely to think it is important that they buy environmentally
friendly products
o are seven times as likely to perceive buying organically grown food
whenever possible as important
o are twice as likely to think that purchases have an impact on society.
(Source: Laurie Demeritt, "Consumer Understanding of Sustainability," in
Organic Processing Magazine, May/June 2008.)
Primary reasons given for buying organic products by participants in The
Hartman Group survey, Organic 2006: Consumer Attitudes & Behavior, Five
Years Later & Into the Future:
o To avoid products that rely on pesticides or other chemicals
o To avoid products that rely on antibiotics or growth hormones
o For nutritional needs
o To support the environment
o To avoid genetically modified products
o Health reasons other than allergies
o They taste better
o To support sustainable agriculture.
(Source: The Hartman Group, Organic 2006: Consumer Attitudes & Behavior,
Five Years Later & Into the Future.)
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Research conducted by the Natural Marketing Institute ("NMI") found that the
top three reasons prompting consumers to begin using organic products are:
o These products are better for them and their families
o They promote overall health, and
o They enable consumers to avoid additives, pesticides, and toxins.
Additional NMI studies found that twenty-eight percent of "general population
consumers" indicate that they would like to purchase organic foods at
restaurants. This number jumps to 76 percent among consumers that are most
dedicated to organic. (Source: Maryellen Molyneaux "Consumer Pathways and
Barriers to Usage for Organic Products," in Organic Processing Magazine,
Jan/Feb 2008.
Competition
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As the Company develops its business plan to grow organic vegetables, it will
face competition from many other businesses who sell similar products. The
organic vegetable industry is intensely competitive with respect to price,
location and food quality, and there are many well-established competitors
with substantially greater financial and other resources than Reshoot
Production Co. The organic consumer market for vegetables is often impacted
by changes in the taste and eating habits of the public, economic and
political conditions affecting spending habits, population and traffic
patterns. The principal bases of competition in the industry are the quality
and price of the food products offered.
There is no assurance that the Company will be able to compete successfully
against present or future competitors or that competitive pressures faced by
the Company will not have a material adverse effect on the Company.
RISK FACTORS
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1. RESHOOT PRODUCTION HAS A LIMITED OPERATING HISTORY
Reshoot Production has a limited operating history and must be considered to
be a developmental stage company. Prospective investors should be aware of
the difficulties encountered by such new enterprises, as Reshoot Production
faces all of the risks inherent in any new business and especially with a
developmental stage company. These risks include, but are not limited to,
competition, the absence of an operating history, the need for additional
working capital, and the possible inability to adapt to various economic
changes inherent in a market economy. The likelihood of success of Reshoot
Production must be considered in light of these problems, expenses that are
frequently incurred in the operation of a new business and the competitive
environment in which we will be operating.
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2. IT IS DIFFICULT TO EVALUATE THE LIKELIHOOD THAT RESHOOT PRODUCTION WILL
ACHIEVE OR MAINTAIN PROFITABILITY IN THE FUTURE.
Reshoot Production has prepared audited financial statements for the period
ending December 31, 2009. Reshoot Production's ability to continue to
operate as a going concern is fully dependent upon the Company obtaining
sufficient financing to continue its development and operational activities.
The ability to achieve profitable operations is in direct correlation to its
ability to generate revenues or raise sufficient financing. It is important
to note that even if the appropriate financing is received, there is no
guarantee that Reshoot Production will ever be able to operate profitably or
derive any significant revenues from its operations.
3. IF WE ARE NOT ABLE TO COMPETE EFFECTIVELY AGAINST LARGER ORGANIC PRODUCE
PRODUCERS WITH GREATER RESOURCES, OUR PROSPECTS FOR FUTURE SUCCESS WILL BE
JEOPARDIZED.
Reshoot Production faces intense competition from larger and more established
competitors that may prevent the Company from ever becoming profitable under
its current plan of operations. Management expects the competition to
intensify in the future as the market for organically grown vegetable
products develop and mature. Organic foods are grown on smaller farms.
Pressures created by our competitors could negatively impact our business,
results of operations and financial condition.
Many of Reshoot Production's potential retail competitors have longer
operating histories, larger customer bases, greater brand recognition and
significantly greater financial, marketing, technical and other resources.
In addition, Reshoot Production competitors may acquire or be acquired by,
receive investments from or enter into other commercial relationships with
larger, well-established and well-financed competitors. Therefore, some of
the Company's competitors with other revenue sources may be able to devote
greater resources to marketing and promotional campaigns, adopt more
aggressive pricing policies and devote substantially more resources to
product development. Increased competition may result in reduced operating
margins, loss of market share and diminished value in Reshoot Production
brands. There can be no assurance that Reshoot Production will be able to
compete successfully against current and future competitors.
4. POSSIBLE INABILITY TO FIND SUITABLE EMPLOYEES.
In order to implement the aggressive business plan, management recognizes
that additional staff will be required. No assurances can be given that
Reshoot Production will be able to find suitable employees that can support
its needs or that these employees can be hired on favorable terms. The
current labor market is favorable for the Company, but we cannot predict our
ability to hire and retain skilled labor as the economy improves, the labor
market strengthens and competition increases labor costs.
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5. THE COMPANY WILL, IN THE FUTURE, ISSUE ADDITIONAL COMMON SHARES, WHICH
WOULD REDUCE INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.
The future issuance of common stock may result in substantial dilution in the
percentage of the Company's common stock held by our then existing
shareholders. The Company may value any common stock issued in the future
on an arbitrary basis. The issuance of common stock for future services or
acquisitions or other corporate actions may have the effect of diluting the
value of the shares held by our investors, and might have an adverse effect
on any trading market for our common stock.
6. IF THE SUPPLY THE COMPANY'S PRODUCTS FAIL TO MEET REQUIREMENTS FOR
QUALITY, QUANTITY AND TIMELINESS, THE COMPANY'S REVENUES AND REPUTATION IN
THE MARKETPLACE COULD BE HARMED.
Reshoot Production's reliance on growing organic vegetables involves certain
risks, including the following:
o lack of direct control over production capacity and delivery schedules;
and,
o lack of direct control over adverse weather conditions, and production
costs
Any interruption in Reshoot Production's ability to effect the distribution
of its products could result in delays in shipment, lost sales, limited
revenue growth and damage to the Company's reputation in the market, all of
which would adversely affect Reshoot Production's business.
7. RESHOOT PRODUCTION MAY BE LIABLE FOR THE PRODUCTS SOLD.
There is no guarantee that the level of insurance coverage Reshoot Production
secures will be adequate to protect the Company from risks associated with
claims that exceed the level of coverage maintained. As a result of the
Company's limited operations to date, no threatened or actual claims have
been made upon us for product liability.
8. ADVERSE WEATHER CAN EFFECT THE COMPANY'S PRODUCTION.
Severe weather conditions such as hurricanes, earthquakes or tornadoes, as
well as other natural disasters, in areas in which the Company has green
houses or distribution facilities may cause physical damage to the Company's
properties, closure of one or more of the Company's distribution facilities,
temporary disruption in the supply of products, disruption in the transport
of goods, delays in the delivery of goods to the Company's distribution
centers and a reduction in the availability of products in the Company's
stores. In addition, adverse climate conditions and adverse weather patterns,
such as drought or flood, that impact growing conditions and the quantity and
quality of crops yielded by food producers may adversely affect the
availability or cost of certain products within the grocery supply chain. Any
of these factors may disrupt the Company's businesses and adversely affect
the Company's financial condition and results of operations.
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9. INABILITY TO SUCCESSFULLY MANAGE NATURAL CATASTROPHES SUCH AS INSECTS OR
DISEASE WITH ORGANIC METHODS.
Natural catastrophes may include hail storms, floods, droughts, windstorms,
earthquakes, fires, insect infestations, disease and other events, each of
which tends to be unpredictable. Any event that tends to negatively affect
the supply of organic vegetables, such as crop disease, could our prices and
potentially harm the business. Such a shortage could require that we suspend
operations which would have a material adverse effect on the financial
returns on our produce investments.
10. LOW-PRICED STOCKS MAY AFFECT THE RESELL OF OUR SHARES.
Penny Stock Regulations and Broker-dealer practices in connection with
transactions in "Penny Stocks" are regulated by certain penny stock rules
adopted by the Securities and Exchange Commission. Penny stocks generally are
equity securities with a price of less than $5.00 per share (other than
securities registered on certain national securities exchanges or quoted on
the NASDAQ system). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver
a standardized risk disclosure document that provides information about penny
stocks and the risk associated with the penny stock market. The broker-dealer
must also provide the customer with current bid and offer quotations for the
penny stock, the compensation of the broker-dealer and its salesperson in the
transaction, and monthly account statements showing the market value of each
penny stock held in the customer's account. In addition, the penny stock
rules generally require that prior to a transaction in a penny stock, the
broker-dealer must make a written determination that the penny stock is a
suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the
effect of reducing the level of trading activity in the secondary market for
a stock that is subject to the penny stock rules. Our stock has had a
trading price of less than $5.00 per share and will likely be quoted at less
than $5.00 per share after the anticipated forward split and is not traded on
any listed exchanges. Therefore, the Company's stock is subject to the penny
stock rules and investors may find it more difficult to purchase and/or sell
their securities based on these limitations and regulations.
11. BECAUSE RESHOOT PRODUCTION HAS NEVER PAID DIVIDENDS ON ITS COMMON STOCK
AND HAS NO PLANS TO DO SO FOR AT LEAST THE NEXT YEAR, THE ONLY RETURN ON YOUR
INVESTMENT WILL COME FROM ANY INCREASE IN THE VALUE OF THE COMMON STOCK.
Since beginning Reshoot Production's current business, the Company has not
paid cash dividends on the common stock and does not intend to pay cash
dividends in the foreseeable future. Rather, the Company currently intends
to retain future earnings, if any, to finance operations and expand the
business, for at least the next twelve months. Therefore, any return on your
investment would come only from an increase in the value of the Company's
common stock.
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Description of Property
-----------------------
Reshoot Production rents administrative offices at 4370 La Jolla Village
Drive, Suite 400 San Diego CA 92122.
Legal Proceedings
----------------
The Company is not currently a party to any legal proceedings. From time to
time, the Company may be involved in legal proceedings and claims arising out
of the ordinary course of business.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Exhibit Description
10.2 Sales Agreement by and among Six L's Packing Company, Inc., Custom -
Pak, Inc. and Reshoot Production Company, dated May 12, 2010.
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 hereunto duly authorized.
Reshoot Production Co.
---------------------------
Registrant
By: /s/ Marc Schechtman
------------------------------------
Name: Marc Schechtman
Title: Director of Planning
Dated: May 13, 2010
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