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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the quarterly period ended July 31,  2011
   
[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________ to __________

000-54154
Commission File Number
 
FuLuCai Productions Ltd.
(Exact name of registrant as specified in its charter)
   
Nevada
68-0680436
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
3632 – 13 St SW, Calgary AB
T2T 3R1
(Address of principal executive offices)
(Zip Code)
 
(403) 689-3901
(Registrant’s  telephone number, including area code)
 
(Former name, former address and former fiscal year, if changed since last report)

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
[  ]
Accelerated filer
[  ]
       
Non-accelerated filer
[  ]
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]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 
Yes [  ]  No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS

90,000,000 common shares outstanding as of August 18, 2011
(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)
.

 
 

 

FuLuCai Productions Ltd.

TABLE OF CONTENTS

   
Page
 
PART I – Financial Information
 
Item 1.
Financial Statements
2
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
3
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
4
Item 4T.
Controls and Procedures
4
     
 
PART II – Other Information
 
Item 1.
Legal Proceedings
5
Item 1A.
Risk Factors
5
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
5
Item 3.
Defaults Upon Senior Securities
6
Item 4.
(Removed and Reserved)
6
Item 5.
Other Information
6
Item 6.
Exhibits
7
 
Signatures
8



 
1

 

PART I – FINANCIAL INFORMATION

FuLuCai Productions Ltd.

UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIOD ENDED JULY 31, 2011
AND FOR THE PERIOD FROM INCEPTION (MARCH 26, 2010) TO JULY 31, 2011

REPORTED IN UNITED STATES DOLLARS

ITEM 1.      FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  All such adjustments are of a normal recurring nature.  Operating results for the three month period ended July 31, 2011, are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2012.  For further information refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2011.

 
Page
Balance Sheets
F-1
Statements of Operations
F-2
Statements of Cash Flows
F-3
Notes to Financial Statements
F-4 to F-8

 
 
2

 

FuLuCai Productions Ltd.
 (A development stage enterprise)
Balance Sheets
(Unaudited)
 
       
       
   
July 31,  2011
   
April 30, 2011
 
Assets
           
Current assets
           
Cash
  $ 57,798     $ 57,780  
 Total current assets
    57,798       57,780  
                 
Property and equipment, net
    17,056       17,963  
Total assets
  $ 74,854     $ 75,743  
                 
Liabilities and Shareholders’ Equity
               
 Current liabilities
               
Accounts payable and accrued expenses
  $ 7,963     $ 4,235  
Accounts payable – related party
    12,700       -  
        Customer deposits
    -       15,750  
 Total current liabilities
    20,663       19,985  
                 
Shareholders’ Equity
               
Common stock  -  $0.0001 par value, 200,000,000 shares authorized,
90,000,000 shares issued and outstanding as of July 31, 2011 and April 30, 2011,  respectively
    9,000       9,000  
Additional paid in capital
    108,000       108,000  
Accumulated deficit during the development stage
    (62,809 )     (61,242 )
Total Shareholders' Equity
    54,191       55,758  
Total Liabilities and Shareholders' Equity
  $ 74,854     $ 75,743  


The accompanying notes are an integral part of these financial statements

 
F-1

 

FuLuCai Productions Ltd.
(A development stage enterprise)
Statements of Operations
(Unaudited)
 
 
               
Inception
 
               
(March 26, 2010)
 
   
Three months ended July 31,
   
Through
 
   
2011
   
2010
   
July 31, 2011
 
                   
Revenues
  $ 15,750     $ -     $ 15,750  
                         
Expenses:
                       
Depreciation
    1,572       -       2,475  
Professional expenses
    6,804       3,000       25,718  
Video production
    -       2,784       25,880  
Consulting fees
    7,000       -       7,000  
General and administration
    1,941       2,185       17,486  
Total operating expenses
    17,317       7,969       78,559  
(Loss) from operations
    (1,567 )     (7,969 )     (62,809 )
                         
Other income (expense):
    -       -       -  
(Loss) before taxes
    (1,567 )     (7,969 )     (62,809 )
                         
Provision (credit) for taxes on income:
    -       -       -  
Net (loss)
  $ (1,567 )   $ (7,969 )   $ (62,809 )
                         
Basic earnings (loss) per common share
  $ (0.00 )   $ (0.00 )        
                         
Weighted average number of shares outstanding
    90,000,000       80,000,000          


The accompanying notes are an integral part of these financial statements

 
F-2

 

FuLuCai Productions Ltd.
(A development stage enterprise)
Statements of Cash Flows
(Unaudited)
 
             
         
Inception
 
         
(March 26, 2010)
 
   
Three months ended July 31,
   
Through
 
   
2011
   
2010
   
July 31, 2011
 
Cash flows from operating activities:
                 
Net (loss)
  $ (1,567 )   $ (7,969 )   $ (62,809 )
Adjustments to reconcile net (loss) to net cash provided (used)
                       
    by operating activities
                       
    Depreciation
    1,572       -       2,475  
Changes in current assets and liabilities:
                       
Accounts payable and accrued expenses
    3,728       (3,000 )     7,963  
Accounts payable related parties
    12,700       4,894       12,700  
Customer deposits
    (15,750 )     -       -  
Net cash flows provided (used) by operating activities
    683       (6,075 )     (39,671 )
                         
Cash from Investing Activities:
                       
Purchase office equipment
    (665 )     -       (19,531 )
Net cash flows used in investing activities
    (665 )             (19,531 )
                         
Cash flows from financing activities:
                       
Proceeds from sale of common stock, net of offering costs
    -       -       117,000  
Proceeds from related party loan
    -       -       3,000  
Repayment of related party loan
    -       -       (3,000 )
Net cash flows from financing activities
    -       -       117,000  
                         
 Net increase (decrease) in cash  and cash equivalents
    18       (6,075 )     57,798  
 Cash and equivalents, beginning of period
    57,780       22,750       -  
 Cash and equivalents, end of period
  $ 57,798     $ 16,675     $ 57,798  
                         
 Supplemental cash flow disclosures:
                       
   Cash paid for interest
  $ -     $ -     $ -  
   Cash paid for income taxes
  $ -     $ -     $ -  


The accompanying notes are an integral part of these financial statements

 
F-3

 
FuLuCai Productions Ltd.
(A development stage enterprise)
Notes to the Financial Statements
July 31, 2011
(Unaudited)

Note 1 - Organization and summary of significant accounting policies:

Following is a summary of our organization and significant accounting policies:

Organization and nature of business – FuLuCai Productions Ltd. (identified in these footnotes as “we” or the Company) is a Nevada corporation incorporated on March 26, 2010. We are currently based in Calgary, Alberta, Canada. We intend to operate in the U.S. and Canada. Our fiscal year end is April 30 for financial reporting purposes.  Our website can be viewed at www.fulucai.tv.

Our plan of operation is to develop reality-based show concepts for sale to television and Internet production interests.  This planned development is expected to include the production of “trailers”. Trailers are short videos that demonstrate the concept to potential buyers.

To date, our business activities have been limited to organizational matters, development of a business plan, acquiring intellectual property rights, the preparation and filing of an S-1 registration statement, development of our web-site and production of our television pilot. Our S-1 was declared effective on October 6, 2010 as a result of which we are required to comply with the filing requirements as specified by the United States Securities and Exchange Commission (“SEC”).  On December 17, 2010, we closed our prospectus offering and raised a total of $100,000, less deferred offering costs of $7,000, under the offering.  The offering costs of $7,000 were not paid from the proceeds of the offering, but were paid from working capital of the Company.  In the current development stage, we anticipate incurring operating losses as we implement our business plan.

Basis of presentation - The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles applicable to development stage enterprises.

Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles 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 amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Cash and cash equivalents - For purposes of the statement of cash flows, we consider all cash in banks, money market funds, and certificates of deposit with a maturity of less than three months to be cash equivalents.

Fair value of financial instruments and derivative financial instruments - The carrying amounts of cash and current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision.  Changes in assumptions could significantly affect these estimates.  We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of our foreign exchange, commodity price or interest rate market risks.

Fixed assets - Property, plant and equipment is valued at cost less accumulated depreciation and impairment losses. If the costs of certain components of an item of property, plant and equipment are significant in relation to the total cost of the item, they are accounted for and depreciated separately. Depreciation expense is recognized using the straight-line method and is amortized over the estimated useful life of the related asset. The following useful lives are assumed:

Furniture & office equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 - 5 years

 
F-4

 
FuLuCai Productions Ltd.
 (A development stage enterprise)
Notes to the Financial Statements
July 31, 2011
(Unaudited)

Note 1 - Organization and summary of significant accounting policies (continued):
 
Revenue recognition for services – The Company recognizes revenue for services using the completed performance method, which is applied when more than one act must be performed to complete a service, and when the final act is so significant to the entire transaction taken as a whole, that performance cannot be considered to have taken place until the performance of that final act occurs, at which time revenue in respect of the service will be recognized.
 
Federal income taxes - Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with applicable FASB Statements regarding Accounting for Income Taxes, which require the use of the asset/liability method of accounting for income taxes.  Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carryforwards.  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.  The Company provides deferred taxes for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not.

Net income per share of common stock – We have adopted applicable FASB Statements regarding Earnings per Share, which require presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.  In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.
 
Reclassification - Certain prior period amounts have been reclassified to conform with the current period’s financial statement presentation.
 
Development Stage Company:

The accompanying financial statements have been prepared in accordance with ASC Topic 915 "Accounting and Reporting by Development Stage Enterprises". A development stage enterprise is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenue therefrom. Development stage companies report cumulative costs from the enterprise's inception.

Note 2 – Going concern:

At July 31, 2011, we had limited operations and we expect to incur development stage operating losses as we continue to develop our operating business.  We have raised sufficient funds under our prospectus offering to fund our initial business plan, however we intend to rely on our officers and directors to perform essential functions without compensation until we raise sufficient funding for ongoing operations or until revenues from operations commence.  We have sufficient funds to fund our operations over the next twelve months based on our current budgets and business plan.   However as we progress the development of our reality show we may need to raise additional capital, the amounts of which cannot be known at this time.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon achieving success in our required television development efforts and ultimately having a profitable level of operations.

Note 3 –Registration costs:

With the assistance of a consulting firm we filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission to allow us to offer stock for sale to the public.  We closed this offering on December 17, 2010.  We paid an independent consulting firm the amount of $7,000 to perform the services necessary to file Form S-1.

As the stock offering was successful, these costs, which were previously recorded as deferred financing costs were charged against the proceeds of the stock offering.

 
F-5

 
FuLuCai Productions Ltd.
 (A development stage enterprise)
Notes to the Financial Statements
July 31, 2011
(Unaudited)

Note 4 – Acquisition of Media Rights

On inception, our Company’s CEO and a director, Mr. James Durward, transferred all rights to the title and interest he held along with all ancillary rights in the following original work written by himself:  The Real Deal, Writers Guild of Canada Reg. # S10-00417 (the “Properties”). Mr. Durward became the controlling shareholder of the Company on April 28, 2010.  We have not placed any value on these Properties due to the additional difficulty and expense of securing appraisals to comply with ASC Topic 926 (Entertainment-Films).  In respect of these and all future properties Mr. Durward has a 5% (five percent) gross overriding royalty on all revenues generated.  Our CFO, Secretary Treasurer and member of the Board Mr. Gordon Rix holds a 1% (one percent) gross overriding royalty on all broadcast licensing revenues generated by The Real Deal.  Mr. Douglas MacLeod, an unrelated third party also holds a .5% (one half of one percent) gross overriding royalty on all broadcast licensing revenues generated by The Real Deal, bringing total broadcast licensing royalties payable to all parties to 6.5% (six and one half percent).

Note 5 – Service agreement

On March 28, 2011, FuLuCai Productions Ltd. (the “Company”) and Octacation Productions Ltd. (“Octacation”) entered into a Development Agreement (the “Agreement”) whereby the Company was to provide video production and post-production services (the “Services”) for the development of a marketing video (the “Trailer”) for Octacation’s movie, “Smack in the Middle of Nowhere”.

Under the terms of the Agreement the Company was to provide video production and post-production services, voice acquisition and mixing, sound effects, non-union actors, craft services, direction, and editing. Any and all other services, including music, are considered extras and billed on a cost-plus-20% basis.

Gordon Rix, a director and officer of the Company licensed the rights to “Smack in the Middle of Nowhere to Octacation Productions Ltd. Mr. Rix abstained from voting on the entry into the Agreement between Octacation and the Company.

On or before April 29, 2011, Octacation was to provide the Company with ten (10) storyboarded scenes and scripted dialogue, if any, to be used by Company as guidance for the Trailer production. Prior to April 29, 2011, Octacation delivered to the Company the required storyboarded scenes and planning of the trailer has commenced.

Octacation has agreed to pay the Company a total of US$40,000 for the Trailer development, $15,750 of which was paid upon signing of the Agreement with the balance due within 30 days of the closing of Octacation’s contemplated financing on Form S-1 Registration Statement, which was originally filed on March 22, 2011.  The Company was required to deliver the complete Trailer within six months of the final payment. On May 31, 2011, Octacation advised the Company they had withdrawn their Form S-1 Registration Statement and would not be proceeding with the trailer.  The Company invoiced Octacation for the amount of the deposit and recorded $15,750 into income for work completed on the project.  The balance of the contract was canceled.

Note 6 – Property and equipment

Property and Equipment consisted of the following at July 31, 2011 and April 30, 2011.

   
July 31, 2011
   
April 30, 2011
 
Computer and equipment
  $ 19,531     $ 18,866  
Less accumulated depreciation/amortization
    (2,475 )     (903 )
Property and equipment, net
  $ 17,056     $ 17,963  

 
F-6

 
FuLuCai Productions Ltd.
(A development stage enterprise)
Notes to the Financial Statements
July 31, 2011
(Unaudited)

Note 7 - Recent accounting pronouncements

In January 2010, FASB issued ASU No. 2010-06 – Improving Disclosures about Fair Value Measurements. This update provides amendments to Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers. 2) Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number). This update provides amendments to Subtopic 820-10 that clarifies existing disclosures as follows: 1) Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities. 2) Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. These disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU, however, the Company does not expect the adoption of this ASU to have a material impact on its financial statements.

In February 2010, FASB issued ASU No. 2010-9 –Amendments to Certain Recognition and Disclosure Requirements. This update addresses certain implementation issues related to an entity’s requirement to perform and disclose subsequent-events procedures, removes the requirement that public companies disclose the date of their financial statements in both issued and revised financial statements. According to the FASB, the revised statements include those that have been changed to correct an error or conform to a retrospective application of U.S. GAAP. The amendment is effective for interim and annual reporting periods in fiscal year ending after June 15, 2010. The Company does not expect the adoption of this ASU to have a material impact on the Company’s financial statements.
 
In December 2010, the FASB issued Accounting Standards Update No. 2010-29, Disclosure of Supplementary Pro Forma Information for Business Combinations (Topic 805)—Business Combinations (ASU 2010-29), to improve consistency in how the pro forma disclosures are calculated. Additionally, ASU 2010-29 enhances the disclosure requirements and requires description of the nature and amount of any material, nonrecurring pro forma adjustments directly attributable to a business combination. ASU 2010-29 is effective for us in fiscal 2011 and should be applied prospectively to business combinations for which the acquisition date is after the effective date. Early adoption is permitted. We do not expect the adoption of ASU 2010-29 to have a material impact on our financial statements.
 
In May, 2011, the FASB issued ASU 2011-4, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. The objective of this amendment is to achieve common fair value measurement and disclosure requirements in U.S GAAP and IFRS. This amendment is to ensure that fair value has the same meaning in U.S. GAAP and IFRS and that their respective fair value measurement and disclosure requirements are the same. This guidance is effective for the first quarter of 2012. The Company does not expect that this authoritative guidance will have any material effect on the Company’s financial statements.

None of the above new pronouncements has current application to the Company, but may be applicable to the Company's future financial reporting.
 
 
F-7

 
FuLuCai Productions Ltd.
(A development stage enterprise)
Notes to the Financial Statements
July 31, 2011
(Unaudited)

Note 8 – Common Stock

As of July 31, 2011, the Company was authorized to issue 200,000,000 shares of common stock, par value $0.0001 common stock, of which 90,000,000 shares of common stock are issued and outstanding.

On April 1, 2010 the Company received a subscription for 80,000,000 shares of our common stock for a purchase price of $0.0003 per share for total proceeds of $24,000.  Subsequently, all 80,000,000 shares were sold for cash proceeds equal to the original purchase price of $0.0003 per share to the Company’s CEO and President, Mr. James Durward.  This transaction effected a change in control of the Company.

On December 17, 2010, we accepted subscriptions for 10,000,000 shares of our common stock for a purchase price of $0.01 per share for total consideration of $100,000.

Note 9 – Related Party Transactions

During the three month period ended July 31, 2011, the Company received invoices from Mr. Durward, a director and officer of the Company, totaling the amount of $5,700 (2010- $4,894) for costs related to video production, equipment and general administration expenses paid by Mr. Durward on behalf of the Company. Further he invoiced the Company $7,000 for consulting services. A total of $12,700 remained due and payable to Mr. Durward at July 31, 2011.

Mr. Durward and Mr. Rix, both of whom are directors and officers of the Company hold gross overriding royalties on all revenues generated by the Company’s Properties.  – Please refer to Note 4 - Acquisition of Media Rights for further details.

The Company entered into a Service Agreement with Octacation Productions Ltd. to provide video production and post-production services (the “Services”) for the development of a marketing video (the “Trailer”) for Octacation’s movie, “Smack in the Middle of Nowhere”.   Mr. Gordon Rix, a director and officer of the Company licensed the rights to “Smack in the Middle of Nowhere to Octacation Productions Ltd.  Please refer to Note 5 – Service Agreement for further details.  Further to this Service Agreement, Mr. James Durward, an officer and director of the Company made a loan to Octacation Productions Ltd. in the amount of $20,000 of which $15,750 was paid to FuLuCai pursuant to the terms of the Service Agreement.  The Service Agreement was cancelled on May 31, 2011.

Note 10 – Subsequent Events

The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there were no other events to disclose.
 
 
F-8

 
ITEM 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
This quarterly report contains forward-looking statements relating to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Such factors include, among others, the following:  international, national and local general economic and market conditions;  demographic  changes; the ability of the Company to sustain,  manage or  forecast  its growth;  the ability of the Company to successfully make and integrate acquisitions;  raw material costs and availability;  new product  development and  introduction;  existing  government regulations  and  changes  in,  or  the  failure  to  comply  with,   government regulations;  adverse publicity;  competition; the loss of significant customers or suppliers;  fluctuations  and  difficulty in forecasting  operating  results; changes in business strategy or development  plans;  business  disruptions;  the ability  to attract  and  retain  qualified  personnel;  the  ability to protect technology; and other factors referenced in this and previous filings.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance.  Except as required by applicable law and including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Given these uncertainties, readers of this Form 10-Q and investors are cautioned not to place undue reliance on such forward-looking statements.  We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

All dollar amounts stated herein are in US dollars unless otherwise indicated.

The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States of America.  The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the year ended April 30, 2011, along with the accompanying notes.  As used in this quarterly report, the terms "we", "us", "our", and the "Company" means FuLuCai Productions Ltd.

Liquidity and Capital Resources

As of July 31, 2011, we had total assets of $74,854 ($75,743 as of April 30, 2011) comprised of $57,798 in cash and $17,056 in fixed assets, being equipment and software.  There was little change from our total assets as of the three month period ended July 31, 2011 from our fiscal year end of April 30, 2011, as the Company has maintained cost effective operations.As of July 31, 2011, our total liabilities increased to $20,663 from $19,985 as of April 30, 2011.  While the amount of total liabilities did not increase significantly, there was an increase in accounts payable and accrued expenses from $4,235 (April 30, 2011) to $7,963 (July 31, 2011) and accounts payable related parties from $nil (April 30, 2011) to $12,700 (July 31, 2011) offset by customer deposits of $15,750 (April 30, 2011) to $nil (July 31, 2011) as the customer deposits were recognized as revenue during the three months ended July 31, 2011. We have generated revenues of $15,750 since the date of inception.  Presently, we are working on a project but cannot predict if that project will generate any revenues.  Our revenue contract with Octacations Productions Ltd. was cancelled on May 31, 2011 due to a decision by the management of Octacations Productions Ltd. not to proceed with its registration statement and thus funding for their project was not available.   We believe we have sufficient working capital to satisfy our cash requirements for the next twelve months of operations.  We do not expect to purchase or sell any significant equipment nor do we expect any significant changes in the number of our employees.

We estimate that we will require a minimum of $50,000 to maintain our existing operations.  We have raised these funds from our prospectus offering of $100,000.  We believe we have sufficient funds for the next twelve months of operations.  However, we have been unsuccessful in progressing our reality show development program and we are currently working on a movie project which we expect will not require significant capital to complete as all of the development and production is being undertaken by management to limit expenses.

 
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If we cannot successfully complete our movie and are dependent on additional costs which cannot at this time be predicted, we may be required to raise additional capital to continue operations.  There can be no assurance that we will be able to raise any funds on commercially reasonable terms.  If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our obligations as they become due and we may be forced to cease the operation of the business.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon achieving success in the movie we are currently producing as we have been unsuccessful in gaining any commercial interest in our television video trailer and we cannot currently represent that we have or ever will have a profitable level of operations.  The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders.  Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Results of Operations

Our operating results for the three month periods ended July 31, 2011 as compared to July 31, 2010 are described below.

Revenue

During the three month period ended July 31, 2011 we earned a total of $15,750 in revenue from operations as compared to no revenue during the comparable three month period ended July 31, 2010. We do not anticipate earning additional revenues until such time as we have obtained successful results including but not limited to completing our current movie project or developing an interest for our reality show concept and entering into distribution agreements to successfully market and distribute our projects.  It is unlikely that we will generate any revenue from either of our current projects in the near future.  Our development contract executed during fiscal 2011 was expected to generate a total of $40,000 of revenue upon completion.   However, on May 31, 2011, we were notified that the contract was cancelled and we therefore generated $15,750 in revenue for this work and are not expecting to generate any further revenues from this contract.

Expense

Our net loss, which is all related to operating losses, for the three month period ended July 31, 2011 was ($1,567) as compared to a net loss of ($7,969) for the three month period ended July 31,  2010, of which $1,572 for the three months ended July 31, 2011 was depreciation as compared to no depreciation for the three months ended July 31, 2011,  $6,804 ($3,000 – 2010) was paid for professional fees, including legal, audit and the costs of the preparation of the registration statement, $7,000 was paid for consulting fees (nil – 2010), Nil  was  paid for video production ($2,784 – 2010) and $1,941 ($2,185 – 2010)  for general office expense. Our losses for the three months ended   July 31, 2011 were offset by revenue of $15,750 as compared to no revenue for the comparable period ended July 31, 2010.

Basic and diluted losses per share for the respective three month periods ended July 31, 2011 and July 31, 2010 was ($0.00).

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A smaller reporting company is not required to provide the information required by this Item.

ITEM 4.      CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of July 31, 2011.  Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to our Company required to be included in our reports filed or submitted under the Exchange Act.

 
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Changes in Internal Controls

There were no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the quarter ended July 31, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II – OTHER INFORMATION


ITEM 1.       LEGAL PROCEEDINGS

None

ITEM 1A.     RISK FACTORS

A smaller reporting company is not required to provide the information required by this Item.

ITEM 2.       UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

There were no unregistered sales of equity securities during the three month period ending July 31, 2011.

There were no other unregistered securities sold or issued by the Company without the registration of these securities under the Securities Act of 1933 in reliance on exemptions from such registration requirements, within the period covered by this report, which have not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

Use of Proceeds from First Registration Statement

On October 6, 2010 our Registration Statement on Form S-1 under Commission file number 333-166949 was declared effective, enabling us to offer up to 10,000,000 shares of common stock of our company at a price of $0.01 per share. On December 17, 2010 we accepted subscriptions for a total of 10,000,000 common shares from various investors for cash proceeds of $100,000.   No commissions were paid on the issuance.

We did not expend any funds from the $100,000 proceeds of our offering for the costs of the offering.    The actual expenses for the costs of offering as detailed below totaling $12,620 were paid from general working capital, which includes the $7,000 of deferred offering costs.    Following is the use of proceeds for actual expenses incurred for our account in connection with the issuance and distribution of the securities.


Expense
 
Amount of direct or indirect payments to directors, officers, general partners, 10% shareholders or affiliates of the Issuer
$
   
Amount of direct or indirect payments to others
$
 
Transfer agent
    0       0  
Legal and Accounting
    0       5,500  
Costs of the offering
    0       7,120  
Office and Administration
    0       0  
Total
    0       12,620  

Following is a table detailing the use of net offering proceeds of $100,000 which are expended to date; there was no deduction for funds paid in connection with the costs of the offering, as those payments were made from prior working capital.

 
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Expenses
 
Amount of direct or indirect payments to directors, officers, general partners, 10% shareholders or affiliates of the Issuer
$
   
 
Amount of direct or indirect payments to others
$
 
Legal and Accounting
    0       7,026  
Consulting
    0       2,225  
Office Furniture, Equipment and Supplies
    0       18,866  
Video Production
    0       25,880  
Administration Expenses
    0       14,103  
TOTAL
    0       68,100  

We still have sufficient proceeds on hand to fund our operations as described in the S-1 offering document incorporated for reference herein.

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.      (REMOVED AND RESERVED)

ITEM 5.      OTHER INFORMATION

None

 
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ITEM 6.       EXHIBITS
 
Number
Description
 
3.1
Articles of Incorporation.
Incorporated by reference to our Form S-1 registration statement filed with the Securities and Exchange Commission on May 19, 2010
3.2
Bylaws.
Incorporated by reference to our Form S-1 registration statement filed with the Securities and Exchange Commission on May 19, 2010
10.1
Executed Royalty Agreement between the Company and Doug MacLeod dated April 14, 2010 granting a one half of a percent (0.5%) royalty of the reality show concept The Real Deal.
Incorporated by reference to our Form S-1 registration statement filed with the Securities and Exchange Commission on May 19, 2010
10.2
Executed Royalty Agreement between the Company and Gordon Rix, dated April 14, 2010 granting a one percent (1%) royalty of the reality show concept The Real Deal.
Incorporated by reference to our Form S-1 registration statement filed with the Securities and Exchange Commission on May 19, 2010
10.3
Executed Royalty Agreement between the Company and James Durward, dated April 14, 2010 granting a five percent (5%) royalty of the reality show concept  The Real Deal.
Incorporated by reference to our Form S-1 registration statement filed with the Securities and Exchange Commission on May 19, 2010
 
10.4
 
Escrow Agreement between the Company and International Securities Group Inc. dated May 1, 2010.
 
 
Incorporated by reference to our Form S-1 registration statement filed with the Securities and Exchange Commission on May 19, 2010
10.5
Development Agreement between the Company and Octacations Productions Ltd. dated March 28, 2011
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on April 15, 2011
31.1
Section 302 Certification- Principal Executive Officer
Filed herewith
31.2
Section 302 Certification- Principal Financial Officer
Filed herewith
32.1
Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith
32.2
Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith
101.INS
XBRL Instance Document
Filed herewith
101SCH
XBRL Taxonomy Extension Schema Document
Filed herewith
 101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
Filed herewith
 101.LAB
XBRL Taxonomy Extension Label Linkbase Document
Filed herewith
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
Filed herewith
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
Filed herewith
     


 
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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.


   
FULUCAI PRODUCTIONS  LTD.
       
Date:
September 7 , 2011
By:
/s/ James Durward
   
Name:
James Durward
   
Title:
Chief Executive Officer,  Principal Executive Officer and Director

Date:
September 7 , 2011
By:
/s/ Gordon Rix
   
Name:
Gordon Rix
   
Title:
Principal Financial Officer,  Principal Accounting Officer, Secretary-Treasurer and Director


 
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