UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 1 to

FORM 10-Q/A

 

|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2011

 

OR

 

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______ to ______

 

Commission file number 000-53049

 

RESHOOT PRODUCTION COMPANY

(Exact name of registrant as specified in its charter)

 

Nevada 26-1665960

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

 

4370 La Jolla Village Drive, Suite 400 San Diego CA 92122

(Address of principal executive offices)(Zip Code)

Issuer's telephone number, including area code: (858) 752-0896

 

 

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. Yes |X| No |_|

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (Check one).

 

Large accelerated filer |_| Accelerated filer |_|

Non-accelerated filer |_| Smaller Reporting Company |X|

(Do not check if a smaller reporting company)

 

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

 

As of August 16, 2011, the registrant's outstanding common stock consisted of 47,033,358 shares, $0.001 par value. Authorized - 70,000,000 common voting shares. No preferred issued, 5,000,000 preferred shares, par value $0.001 authorized.

 

EXPLANATORY NOTE

 

We are amending our Form 10-Q for the quarter ended June 30, 2011 as the Interactive Data files contained in our original filing were attached to the incorrect exhibit numbers. There were no other changes made to the Form 10-Q, including the financial statements.

 

 

Table of Contents

Reshoot Production Company

Index to Form 10-Q/A

For the Quarterly Period Ended June 30, 2011

 

	Page
Part I.  Financial Information
Item 1. Financial Statements	3
Condensed Balance Sheets	3
Condensed Statements of Operations	4
Condensed Statements of Cash Flows	5
Notes to the Condensed Financial Statements	6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3. Quantitive and Qualitive Disclosures About Market Risk	17
Item 4T. Controls and Procedures	18
Part II.  Other Information	21
Item 1. Legal Proceedings	21
Item 1A. Risk Factors	21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3. Defaults Upon Senior Securities	21
Item 4. Submission of Matters to a Vote of Security Holders	21
Item 5. Other Information	21
Item 6. Exhibits	22
Signatures	23

 

2

 

Part I. Financial Information

 

Item 1. Financial Statements

 

Reshoot Production Company

(A Development Stage Company)

Condensed Balance Sheets

(Unaudited)

 

					June 30, 2011		December 31, 2010
ASSETS
		Current assets:
			Cash and equivalents		$663		$3,245
		Total current assets			663		3,245
TOTAL ASSETS					663		3,245
LIABILITIES AND STOCKHOLDERS' EQUITY
		Current liabilities:
			Accounts payable		$3,163		$3,363
			Accrued expense - estimated payroll taxes		7,431		4,577
			Due to related party		54,810		34,847
		Total current liabilities			65,404		42,787
	Total liabilities				65,404		42,787
	Stockholders' equity:
		Preferred stock; $0.001 par value; 5,000,000
			shares authorized, none issued or outstanding		-		-
		Common stock, $0.001 par value; 70,000,000
			shares authorized; 47,033,358, 47,033,358
			issued and outstanding as of 6/30/11 and
			12/31/10, respectively		47,033		47,033
		Additional paid-in capital			82,542		77,542
		(Deficit) accumulated during development stage			(194,316)		(164,117)
	Total stockholders' equity (deficit)				(64,741)		(39,542)
TOTAL LIABILITIES AND STOCKHOLDERS'
	EQUITY				$663		$3,245

 

The accompanying notes are an integral part of these financial statements.

 

3

 

Reshoot Production Company

(A Development Stage Company)

Condensed Statements of Operations

(Unaudited)

 

											From
											October 31,
											2007
				For the three months ending				For the six months ending			(Inception)
				June 30,				June 30,			to
					2010				2010		June 30,
			2011		(Restated)		2011		(Restated)		2011
REVENUE			-		-		-		-		-
EXPENSES:
	Audit fees		5,000		1,750		5,000		5,750		26,875
	Estimated payroll taxes		-		-		2,854		-		7,431
	General & administrative		1,687		90,000		3,093		90,000		108,594
	Officer compensation		1,631		3,037		19,252		3,037		49,766
	Organizational costs		-		-		-		-		400
	Transfer agent fees		-		-		-		-		1,250
Total expenses			8,318		94,787		30,199		98,787		194,316
Net (loss) from operations			(8,318)		(94,787)		(30,199)		(98,787)		(194,316)
NET (LOSS)			(8,318)		(94,787)		(30,199)		(98,787)		(194,316)
NET (LOSS) PER COMMON
SHARE - BASIC AND
FULLY DILUTED			$(0.00)		$(0.00)		$(0.00)		$(0.01)
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING-
BASIC AND FULLY
DILUTED			47,033,334		26,533,334		47,033,334		14,102,395

 

The accompanying notes are an integral part of these financial statements.

 

4

Reshoot Production Company

(A Development Stage Company)

Condensed Statements of Cash Flows

(Unaudited)

 

										From
										October 31,
										2007
							For the six months ending			(Inception)
							June 30,			to
								2010		June 30,
						2011		(Restated)		2011
OPERATING ACTIVITIES
	Net (loss)					(30,199)		(98,787)		(194,316)
	Adjustments to reconcile net loss to net cash
		provided (used) by operating activities:
			Stock issued for services			-		2,000		2,000
			Increase (decrease) in:
				Accounts payable		(200)		1,525		3,163
				Accrued expense		2,854		-		7,431
Net cash (used) in operating activities						(27,545)		(95,262)		(181,722)
FINANCING ACTIVITIES
	Issuances of common stock					-		90,000		90,000
	Contributed capital					5,000		6,675		37,575
	Loan from related party					28,451		23,000		101,738
	Repayment of loan-related party					(8,488)		(7,026)		(46,928)
Net cash provided by financing activities						24,963		112,649		182,385
NET CHANGE IN CASH						(2,582)		17,387		663
CASH AND CASH EQUIVALENTS -
	BEGINNING OF PERIOD					3,245		-		-
CASH AND CASH EQUIVALENTS -
	END OF PERIOD					663		17,387		663
SUPPLEMENTAL DISCLOSURES:
	Interest paid					$-		$-		$-
	Income taxes paid					$-		$-		$-
	Non-cash transactions					$-		$2,000		$2,000

 

The accompanying notes are an integral part of these financial statements.

 

5

Reshoot Production Company

(A Development Stage Company)

Notes to the Interim Condensed Financial Statements

June 30, 2011

(Unaudited)

 

 

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

 

The accompanying condensed interim unaudited financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at June 30, 2011 and for all periods presented have been made.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2010 audited financial statements. The results of operations for the periods ended June 30, 2011 and 2010 are not necessarily indicative of the operating results for the full year.

 

Reshoot Production Company works with experienced growers throughout the world that have a history of growing first quality fresh produce. The Company's business focuses on the production and distribution of organic cucumbers, tomatoes, and peppers. Additionally, Reshoot Production Company plans to utilize greenhouse technology that manages weather related risks.

 

 

NOTE 2 - GOING CONCERN

 

These condensed interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of June 30, 2011, the Company has not recognized any revenues and has accumulated operating losses of approximately $194,316 since inception. The Company's ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. Management plans to raise equity capital to finance the operating and capital requirements of the Company. Amounts raised will be used to further development of the Company's products, to provide financing for marketing and promotion, to secure additional property and equipment, and for other working capital purposes. While the Company is putting forth its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations.

 

These conditions raise substantial doubt about the Company's ability to continue as a going concern. These condensed interim unaudited financial statements do not include any adjustments that might arise from this uncertainty.

 

6

Reshoot Production Company

(A Development Stage Company)

Notes to the Interim Condensed Financial Statements

June 30, 2011

(Unaudited)

 

 

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 reporting period. Actual results could differ from those estimates.

 

Recent Accounting Pronouncements

Management has evaluated the recently issued accounting pronouncements through the date of this filing, and believes none will have a material impact on the Company's financial statements.

 

 

NOTE 4 - STOCKHOLDERS' EQUITY

 

The Company is authorized to issue 70,000,000 shares of its $0.001 par value common stock and 5,000,000 shares of its $0.001 par value preferred stock.

 

On August 17, 2009, the Company initiated a twelve-for-one (12:1) reverse stock split of its issued and outstanding common stock. This reverse stock split had no effect on the authorized number of common shares, nor did it affect the par value of the stock. The financial statements contained herein reflect the reverse stock split on a retroactive basis.

 

On May 17, 2010, the Company's board of directors approved a one-for-one (1:1) forward stock split. The payout date of this stock was on June 9, 2010, based upon FINRA's approval and announcement of the dividend on the Over-the-Counter Bulletin Board. The financial statements contained herein reflect the forward split on a retroactive basis.

 

Preferred Stock

No shares of the Company's preferred stock have been issued.

 

Common Stock

On January 30, 2008, record shareholders of Reshoot & Edit common stock were entitled to receive a special stock dividend of Reshoot Production Company, a Nevada corporation, a wholly owned subsidiary of Reshoot & Edit. This spin off allowed both companies to focus on their different business plans, with different management and not compete in accessing funding in capital markets.

 

The Company filed its initial Registration Statement on Form SB-2 with the U.S. Securities and Exchange Commission on January 7, 2008. The Registration Statement was declared effective on January 30, 2008.

 

 

7

Reshoot Production Company

(A Development Stage Company)

Notes to the Interim Condensed Financial Statements

June 30, 2011

(Unaudited)

 

 

On January 30, 2008, the record shareholders received one (1) common share, par value $0.001, of Reshoot Production Company common stock for every share of Reshoot & Edit common stock owned. The Reshoot & Edit stock dividend was based on 9,200,000 shares of Reshoot & Edit common stock that were issued and outstanding as of the record date. Subsequently, 1,533,334 (post-split) shares were issued to the shareholders of Reshoot Production Company.

 

On May 12, 2010, the Company issued 44,500,000 (post-split) unregistered restricted shares of its Common Stock to three shareholders for cash of $90,000.

 

On May 12, 2010, the Company issued 1,000,000 unregistered restricted shares of its Common Stock to a shareholder as consideration for entering into a sales agreement.

 

As of June 30, 2011, the Company had 47,033,334 shares of its Common Stock issued and outstanding.

 

 

NOTE 5 - CONCENTRATION OF CREDIT RISK

 

Cash Balances

The Company maintains its cash in financial institutions in the United States. Balances maintained in the United States are insured by the Federal Deposit Insurance Corporation (FDIC). This government corporation insured balances up to $100,000 through October 13, 2008. As of October 14, 2008 all non-interest bearing transaction deposit accounts at an FDIC-insured institution, including all business checking deposit accounts that do not earn interest, are fully insured for the entire amount in the deposit account. This unlimited insurance coverage was temporary and remained in effect for participating institutions until December 31, 2009. All other deposit accounts at FDIC-insured institutions are insured up to at least $250,000 per depositor until December 31, 2013.

 

 

NOTE 6 - RELATED PARTY TRANSACTIONS

 

As of December 31, 2010, the Company owed an officer and director of the Company $34,847 for a loan to provide the Company with working capital. During the six month period ended June 30, 2011, an officer and director of the Company loaned the Company an additional $28,451, of which $8,488 was repaid during the period, leaving an outstanding balance due of $54,810. These unsecured obligations are due on demand and are non-interest bearing. The obligations are included in the accompanying condensed interim unaudited financial statements as Due to Related Party.

 

On April 8, 2011, an officer and director of the Company contributed capital of $5,000.00 to pay for audit fees.

 

 

8

Reshoot Production Company

(A Development Stage Company)

Notes to the Interim Condensed Financial Statements

June 30, 2011

(Unaudited)

 

 

NOTE 7 - RESTATEMENT

 

Due to an accounting error, the Company has restated its financial statements as of and for the six months ended June 30, 2010 to reflect a correction to an overstatement of general & administrative expenses for the six month period of $1,425. The Company's summarized financial statements comparing the restated financial statements to those originally filed are as follows:

 

								For the six months ended
								June 30,
								2010
						Original		Restated		Change
STATEMENT OF OPERATIONS
	Total expenses					100,212		98,787		1,425
Net (loss)						(100,212)		(98,787)		(1,425)
STATEMENT OF CASH FLOWS
Operating Activities:
Net (loss)						(100,212)		(98,787)		(1,425)

 

 

NOTE 8 - SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the date of this report, with no subsequent events to be reported.

 

 

9

 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

 

Item 2. - Management's Discussion and Analysis of Financial Condition and

Results of Operations

 

Forward-Looking Information

 

This Quarterly Report on Form 10-Q contains forward-looking statements. When used in this Quarterly Report on Form 10-Q, the words "anticipate," "believe," "estimate," "will," "plan," "seeks," "intend," and "expect" and similar expressions identify forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in any forward-looking statements are reasonable, these plans, intentions, or expectations may not be achieved. Our actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied, by the forward-looking statements contained in this Quarterly Report on Form 10-Q. Important factors that could cause actual results to differ materially from our forward-looking statements are set forth in this Quarterly Report on Form 10-Q All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth in this Quarterly Report on Form 10-Q. Except as required by federal securities laws, we are under no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

 

Critical Accounting Policies

 

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations", included in our Annual Report for the fiscal year ended December 31, 2010.

 

Results of Operations

 

Overview of Current Operations

 

The Company was organized October 31, 2007 (Date of Inception) under the laws of the State of Nevada, as Reshoot Production Company The Company was incorporated as a subsidiary of Reshoot & Edit, a Nevada corporation.

 

 

10

Reshoot Production Company Business Plan

 

Reshoot Production Company works with experienced growers throughout the world that have a history of growing first quality fresh produce. The Company’s business focuses on the production and distribution of organic cucumbers, tomatoes, and peppers.

 

Additionally, Reshoot Productions plans to utilize greenhouse technology that manages weather related risks. 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 seek 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

 

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)

 

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).

 

11

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.)

 

 

12

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

 

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.

 

Reshoot Production Company's Funding Requirements

 

We do not have sufficient capital to build greenhouses. Management anticipates the Company will require at least $2,000,000 to build the greenhouses it needs. There is no assurance that we will have revenue in the future or that we will be able to secure the necessary funding to develop our business. Without additional funding, it is most likely that our business model will fail, and we shall be forced to cease operations.

 

Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect the Company's business, results of operations and financial condition. Any future acquisitions of other businesses, technologies, services or product(s) might require the Company to obtain additional equity or debt financing, which might not be available on terms favorable to the Company, or at all, and such financing, if available, might be dilutive.

 

 

13

Results of Operations for the quarter ended June 30, 2011

 

During the six month period ended June 30, 2011, the Company did not generate any revenues. In addition, the Company does not expect to generate any profit for the next year.

 

In its most recent three month operating period ended June 30, 2011, the Company generated no revenues. During the three months ended June 30, 2011, the Company had expenses of $8,318 as compared to expenses of $94,787 for the same period last year. The expenses decreased over the previous year as the Company curtailed building its infrastructure. These expenses represented audit fees of $5,000 versus $1,750 for the quarter ending June 30, last year. General and administrative expenses were $1,687 versus $90,000 for the same period last year and officer compensation was $1,631 versus $3,037 for the same period last year. For the three months ending June 30, 2011, the Company experienced a net loss of $(8,318) versus $(94,787) for the same period last year.

 

In its most recent six month operating period ended June 30, 2011, the Company generated no revenues. During the three months ended June 30, 2011, the Company had expenses of $30,199 as compared to expenses of $98,787 for the same period last year. These expenses represented audit fees of $5,000 versus $5,750 for the quarter ending June 30, last year. Payroll taxes of $2,854 versus no payroll taxes for the same period last year. General and administrative expenses were $3,093 versus $90,000 for the same period last year and officer compensation was $19,252 versus $3,037 for the same period last year. For the six months ending June 30, 2011, the Company experienced a net loss of $(30,199) versus $(98,787) for the same period last year. Since the Company's inception, on October 31, 2007, the Company experienced a net lost $(194,316).

 

Revenues

 

The Company has generated no revenues since its inception. There can be no assurances that the Company can achieve or sustain profitability or that the Company's operating losses will not increase

in the future.

 

 

 

14

Plan of Operation

 

Management does not believe that the Company will be able to generate any significant profit during the coming year. Management has agreed to keep the Company funded at its own expense, without seeking reimbursement for expenses paid. In the event the Company requires additional funds, the Company will have to seek loans or equity placements to cover such cash needs. There are no assurances additional capital will be available to the Company on acceptable terms.

 

Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect the Company's business, results of operations and financial condition. Any future acquisitions of other businesses, technologies, services or product(s) might require the Company to obtain additional equity or debt financing, which might not be available on terms favorable to the Company, or at all, and such financing, if available, might be dilutive.

 

Management is currently exploring various business strategies to help the Company's business. This includes evaluating various options and strategies. The analysis of new business opportunities and evaluating new business strategies will be undertaken by the Company's management. In analyzing prospective businesses opportunities, the Company will consider, to the extent applicable, the available technical, financial and managerial resources of any given business venture. Part of the evaluation will also consider the nature of present and expected competition; potential advances in research and development or exploration; the potential for growth and expansion; the likelihood of sustaining a profit within given time frames; the perceived public recognition or acceptance of products, services, trade or service marks; name identification; and other relevant factors.

 

The Company anticipates that the results of operations of a specific business venture may not necessarily be indicative of the potential for future earnings, which may be impacted by a change in marketing strategies, business expansion, modifying product emphasis, changing or substantially augmenting management, and other factors. Management will analyze all relevant factors and make a determination based on a composite of available information, without reliance on any single factor.

 

Going Concern

 

Our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

 

Summary of any product research and development that we will perform for the term of our plan of operation.

 

We do not anticipate performing any additional significant product research and development under our current plan of operation.

 

 

15

Expected purchase or sale of plant and significant equipment.

 

If we are able to obtain funding, we anticipate the purchase of greenhouses, to grow organic cucumbers, tomatoes, and peppers.

 

Significant changes in the number of employees.

 

As of June 30, 2011, we did not have any employees. We are dependent upon our officers and directors for our future business development. As our operations expand we anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable at this time.

 

Liquidity and Capital Resources

 

The Company has $663 in current assets and $65,404 in current liabilities. The Company is authorized to issue 70,000,000 shares of its $0.001 par value common stock and 5,000,000 shares of its $0.001 par value preferred stock. As of August 12, 2011, the Company has 47,033,358 shares of common stock issued and outstanding.

 

The Company has limited financial resources available, which has had an adverse impact on the Company's liquidity, activities and operations. These limitations have adversely affected the Company's ability to obtain certain projects and pursue additional business. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. In order for the Company to remain a Going Concern it will need to find additional capital. Additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders), or from other available funding sources at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. No assurances can be given that any necessary financing can be obtained on terms favorable to the Company, or at all.

 

As of December 31, 2010, the Company owed an officer and director of the Company $34,847 for a loan to provide the Company with working capital. During the six month period ended June 30, 2011, an officer and director of the Company loaned the Company an additional $28,451, of which $8,488 was repaid during the period, leaving an outstanding balance due of $54,810. These unsecured obligations are due on demand and are non-interest bearing. The obligations are included in the accompanying condensed interim unaudited financial statements as Due to Related Party.

 

No officer or director received stock options or other non-cash compensation since the Company's inception through June 30, 2011. The Company has no employment agreements in place with its officers. Nor does the Company owe its officers any accrued compensation, as the Officers agreed to work for company at no cost, until the company can become profitable on a consistent Quarter-to-Quarter basis.

 

 

 

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Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Critical Accounting Policies and Estimates

 

Revenue Recognition: We recognize revenue from product sales once all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonable assured.

 

New Accounting Standards

 

Management has evaluated the recently issued accounting pronouncements through the date of this filing, and believes none will have a material impact on the Company's financial statements.

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

Not applicable.

 

 

 

 

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Item 4T. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the SEC, and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

 

Management, with the participation of the Chief Executive Officer and the Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and the Chief Financial

Officer concluded that, our disclosure controls and procedures were not effective. Our disclosure controls and procedures were not effective because of the "material weaknesses" described below under "Management's report on internal control over financial reporting," which are in the process of being remediated as described below under "Management Plan to Remediate Material Weaknesses."

 

 

Management's Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in rules promulgated under the Exchange Act, is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and affected 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 GAAP. Internal control over financial reporting 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 GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our Board of 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 our financial statements

 

 

 

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Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

 

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2010. In making its assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on its assessment, management has concluded that we had certain control deficiencies described below that constituted material weaknesses in our internal controls over financial reporting. As a result, our internal control over financial reporting was not effective as of December 31, 2010.

 

A "material weakness" is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis by the company's internal controls. As a result of management's review of the investigation issues and results, and other internal reviews and evaluations that were completed after the end of quarter related to the preparation of management's report on internal controls over financial reporting required for this quarterly report on Form 10-Q, management concluded that we had material weaknesses in our control environment and financial reporting process consisting of 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;

 

3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and

 

4) ineffective controls over period end financial disclosure and reporting processes.

 

We do not believe the material weaknesses described above caused any meaningful or significant misreporting of our financial condition and results of operations for the fiscal year ended December 31, 2010. 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.

 

 

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Management Plan to Remediate Material Weaknesses

 

Management is pursuing the implementation of corrective measures to address the material weaknesses described below. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

 

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. We plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

 

We believe the remediation measures described above will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures described above.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

This amended quarterly report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only the management's report in this quarterly report.

 

 

(c) Changes in internal controls over financial reporting

 

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

 

 

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PART II. OTHER INFORMATION

 

Item 1 -- Legal Proceedings

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

 

We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

 

 

Item 1A - Risk Factors

 

See Risk Factors set forth in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and the discussion in Item 1, above, under "Liquidity and Capital Resources.”

 

 

Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds

 

During the Quarter ending June 30, 2011, no unregistered sales of equity securities took place.

 

 

Item 3 -- Defaults Upon Senior Securities

 

None.

 

 

Item 4 -- Submission of Matters to a Vote of Security Holders

 

None.

 

 

Item 5 -- Other Information

 

None.

 

 

 

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Item 6 -- Exhibits

 

Exhibit	Exhibit Description	Filed Herewith	Form	Period Ending	Exhibit	Filing Date
31.1	Certification of President and Principal Financial Officer, pusuant to Section 302 of the Sarbanes-Oxley Act	X
32.1	Certification of President and Principal Financial Officer, pusuant to Section 906 of the Sarbanes-Oxley Act	X

 

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

 

Reshoot Production Company

Registrant

 

 

Date: August 16, 2011

By: /s/ Marc Schechtman

Marc Schechtman

Title: Interim Chief Executive Officer

 

 

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