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EX-31.2 - DSG Global Inc.ex31-2.txt
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EX-31.1 - DSG Global Inc.ex31-1.txt
EX-32 - DSG Global Inc.ex32-1.txt

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                 Quarterly Report under Section 13 or 15 (d) of
                         Securities Exchange Act of 1934

                  For the quarterly period ended March 31, 2012

                        Commission File Number 000-53988


                             BOREAL PRODUCTIONS INC.
              (Exact name of small business issuer in its charter)

            Nevada                                               26-1134956
(State or other jurisdiction of                                (IRS Employer
 incorporation or organization)                              Identification No.)

                               8017 Kenyon Avenue
                              Los Angeles, CA 90045
                    (Address of principal executive offices)

                                  (310)510-6826
                               (Telephone Number)

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 (ss.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, or a non-accelerated filer.

Large accelerated filer [ ]                        Accelerated Filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]

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

There were 30,000,000 shares of Common Stock outstanding as of May 15, 2012.

ITEM 1. FINANCIAL STATEMENTS. The un-audited quarterly financial statements for the period ended March 31, 2012, prepared by the company, immediately follow. 2
BOREAL PRODUCTIONS INC. (A Development Stage Company) Balance Sheet -------------------------------------------------------------------------------- As of As of March 31, September 30, 2012 2011 -------- -------- ASSETS CURRENT ASSETS Cash $ 5,528 $ 74 -------- -------- TOTAL CURRENT ASSETS 5,528 74 OTHER ASSETS Intellectual Property 9,550 9,550 -------- -------- TOTAL OTHER ASSETS 9,550 9,550 -------- -------- TOTAL ASSETS $ 15,078 $ 9,624 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable 2,943 2,500 Loan Payable - Related Party 22,000 11,000 -------- -------- TOTAL CURRENT LIABILITIES 24,943 13,500 -------- -------- TOTAL LIABILITIES 24,943 13,500 STOCKHOLDERS' EQUITY Common stock, ($0.001 par value, 375,000,000 shares authorized; 30,000,000 shares issued and outstanding as of March 31, 2012 and September 30, 2011 30,000 30,000 Additional paid-in capital 24,000 24,000 Deficit accumulated during development stage (63,865) (57,876) -------- -------- TOTAL STOCKHOLDERS' EQUITY (9,865) (3,876) -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 15,078 $ 9,624 ======== ======== See Notes to Financial Statements 3
BOREAL PRODUCTIONS INC. (A Development Stage Company) Statement of Operations -------------------------------------------------------------------------------- September 24, 2007 Three Months Three Months Six Months Six Months (inception) Ended Ended Ended Ended through March 31, March 31, March 31, March 31, March 31, 2012 2011 2012 2011 2012 ------------ ------------ ------------ ------------ ------------ REVENUES Revenues $ -- $ -- $ -- $ -- $ -- ------------ ------------ ------------ ------------ ------------ TOTAL REVENUES -- -- -- -- -- GENERAL & ADMINISTRATIVE EXPENSES 1,258 681 1,489 1,480 28,170 PROFESSIONAL FEES 4,500 1,500 4,500 4,500 35,695 ------------ ------------ ------------ ------------ ------------ TOTAL GENERAL & ADMINISTRATIVE EXPENSES 5,758 2,181 5,989 5,980 63,865 ------------ ------------ ------------ ------------ ------------ NET INCOME (LOSS) $ (5,758) $ (2,181) $ (5,989) $ (5,980) $ (63,865) ============ ============ ============ ============ ============ BASIC EARNINGS PER SHARE $ 0.00 $ 0.00 $ 0.00 $ 0.00 ============ ============ ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 30,000,000 30,000,000 30,000,000 30,000,000 ============ ============ ============ ============ See Notes to Financial Statements 4
BOREAL PRODUCTIONS INC. (A Development Stage Company) Statement of Cash Flows -------------------------------------------------------------------------------- September 24, 2007 Six Months Six Months (inception) Ended Ended through March 31, March 31, March 31, 2012 2011 2012 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (5,989) $ (5,980) $(63,865) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Changes in operating assets and liabilities: Increase (Decrease) in Accounts Payable 443 (360) 2,943 -------- -------- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (5,546) (6,340) (60,922) CASH FLOWS FROM INVESTING ACTIVITIES Intellectual Property -- -- (9,550) -------- -------- -------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- (9,550) CASH FLOWS FROM FINANCING ACTIVITIES Loan Payable - Related Party 11,000 3,000 22,000 Issuance of common stock -- -- 54,000 -------- -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 11,000 3,000 76,000 -------- -------- -------- NET INCREASE (DECREASE) IN CASH 5,454 (3,340) 5,528 CASH AT BEGINNING OF PERIOD 74 2,686 -- -------- -------- -------- CASH AT END OF PERIOD $ 5,528 $ (654) $ 5,528 ======== ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during year for: Interest $ -- $ -- $ -- ======== ======== ======== Income Taxes $ -- $ -- $ -- ======== ======== ======== See Notes to Financial Statements 5
BOREAL PRODUCTIONS INC. (An Development Stage Company) Notes to Financial Statements March 31, 2012 -------------------------------------------------------------------------------- NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Boreal Productions Inc. (the Company) was incorporated under the laws of the State of Nevada on September 24, 2007. The Company was formed to option feature films and TV projects and then package them to sell at a profit to various studios and production companies. The Company is in the development stage. Its activities to date have been limited to capital formation, organization and development of its business plan. The Company has commenced limited operations. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. BASIS OF ACCOUNTING The Company's financial statements are prepared using the accrual method of accounting. The Company has elected an September 30, year-end. B. BASIC EARNINGS PER SHARE ASC No. 260, "Earnings Per Share", specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC No. 260. Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company. C. CASH EQUIVALENTS The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. D. USE OF ESTIMATES AND ASSUMPTIONS 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 amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In accordance with ASC No. 250 all adjustments are normal and recurring. 6
BOREAL PRODUCTIONS INC. (An Development Stage Company) Notes to Financial Statements March 31, 2012 -------------------------------------------------------------------------------- NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) E. INCOME TAXES Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. F. REVENUE The Company records revenue on the accrual basis when all goods and services have been performed and delivered, the amounts are readily determinable, and collection is reasonably assured. The Company has not generated any revenue since its inception. G. ADVERTISING The Company will expense its advertising when incurred. There has been no advertising since inception. NOTE 3. GOING CONCERN The accompanying financial statements are presented on a going concern basis. The Company had no operations during the period from September 24, 2007 (date of inception) to March 31, 2012 and generated a net loss of $63,865. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company does not have sufficient cash to cover the expenses they will incur during the next twelve months. NOTE 4. WARRANTS AND OPTIONS There are no warrants or options outstanding to acquire any additional shares of common. 7
BOREAL PRODUCTIONS INC. (An Development Stage Company) Notes to Financial Statements March 31, 2012 -------------------------------------------------------------------------------- NOTE 5. RELATED PARTY TRANSACTIONS The sole officer and director of the Company may, in the future, become involved in other business opportunities as they become available, she may face a conflict in selecting between the Company and her other business opportunities. The Company has not formulated a policy for the resolution of such conflicts. As of March 31, 2012, there is a loan payable due to Andrea Fehsenfeld for $22,000, with no specific repayment terms. NOTE 6. INCOME TAXES As of March 31, 2012 -------------------- Deferred tax assets: Net operating tax carryforwards $ 63,865 Other 0 -------- Gross deferred tax assets 63,865 Valuation allowance (63,865) -------- Net deferred tax assets $ 0 ======== Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. NOTE 7. NET OPERATING LOSSES As of March 31, 2012, the Company has a net operating loss carryforwards of approximately $63,865. Net operating loss carryforward expires twenty years from the date the loss was incurred. NOTE 8. STOCK TRANSACTIONS Transactions, other than employees' stock issuance, are in accordance with ASC No. 505. Thus issuances shall be accounted for based on the fair value of the consideration received. Transactions with employees' stock issuance are in accordance with ASC No. 718. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable. On September 24, 2007 the Company issued a total of 15,000,000 shares of common stock to one director for cash in the amount of $0.0006 per share for a total of $9,000. 8
BOREAL PRODUCTIONS INC. (An Development Stage Company) Notes to Financial Statements March 31, 2012 -------------------------------------------------------------------------------- NOTE 8. STOCK TRANSACTIONS (CONTINUED) On February 18, 2008 the Company issued a total of 15,000,000 shares of common stock to thirty investors for cash in the amount of $0.003 per share for a total of $45,000. On June 11, 2008 the Company effected a 5 for 1 forward split of its share capital such that every one share of common stock issued and outstanding prior to the split was exchanged for five post-split shares of common stock. The number of shares referred to in the previous paragraphs is post-split number of shares. The Company also changed its post-split authorized capital to 375,000,000 shares of common stock with a par value of $0.001 per share. All share amounts have been retroactively adjusted for all periods presented. As of March 31, 20112 the Company had 30,000,000 shares of common stock issued and outstanding. NOTE 9. STOCKHOLDERS' EQUITY The stockholders' equity section of the Company contains the following classes of capital stock as of March 31, 2012: Common stock, $ 0.001 par value: 375,000,000 shares authorized; 30,000,000 shares issued and outstanding. NOTE 10. NEW ACCOUNTING PRONOUCEMENTS The Company has evaluated all the recent accounting pronouncements through the date the financial statements were issued and filed with the Securities and Exchange Commission and believe that none of them will have a material effect on the company's financial statements. 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act. The words "believes," "anticipates," "plans," "seeks," "expects," "intends" and similar expressions identify some of the forward-looking statements. Forward-looking statements are not guarantees of performance or future results and involve risks, uncertainties and assumptions. The factors discussed elsewhere in this Form 10-Q could also cause actual results to differ materially from those indicated by the Company's forward-looking statements. Boreal undertakes no obligation to publicly update or revise any forward-looking statements. OVERVIEW OF OUR BUSINESS Our planned principal products will be feature films and television series designed for the North American market. We intend to option scripts and treatments to package the projects and sell to them to various studios and production companies. Our choice of projects will vary dependent upon market trends and interests. The entertainment sector is booming as an exploding television and internet landscape are increasing the demand for quality filmed material. The projects we package will have the opportunity to generate revenue not just in North America but also in the foreign and ancillary markets. TV series can syndicate both locally and globally and films can be shown in a variety of markets for years, which provide an ongoing source of revenue, often in perpetuity. This will make them very attractive to possible buyers. PLAN OF OPERATION MILESTONES MAY 2008- JUNE 2008 Our corporate logo design and stationary was completed. Boreal web site began construction. We attended the Banff TV and New Media festival from the 6th-11th of June. At these two events, we made contact with three other producers and writers who we have received scripts from for packaging. We sent the scripts out for review from actors and directors. JULY 2008 - DECEMBER 2008: During this phase, Boreal optioned a new film property, Crimson Falls, and we are currently in negotiations on another TV series. Our web site has its home page up with more information to follow. We secured a director for a project that we will be optioning in 2009 called "The Clinic". 10
JANUARY 2009 -JUNE 2009 We approached a director and lead actors for "The Clinic" packaging. We also started preliminary negotiations on both director and composer for "Crimson Falls". There are four other TV projects, which we began negotiations on to option. We attended the Banff TV Festival in June 2009 and made several good connections with distributors. We are packaging two other series: Vikram Vij: India Infused and Raider of the Spice Rack. JULY 2009-DECEMBER 2009 We did a joint deal with Vancouver based Free Form Productions on three TV projects: ICON, Breakaway and My Kind of Town. We approached three different Los Angeles based agents: CAA, UTA and Rebel Entertainment to assist us with other packaging elements and meetings have been set up for the New Year - February 2010. "The Clinic" packaging is completed. Tickets and flights were booked for the NATPE conference, which is happening at the end of January 2010 in Las Vegas, Nevada. JANUARY 2010-SEPTEMBER 2010 We attended the NATPE conference in Las Vegas at the end of January to market the company. We had successful meetings with NBC, Marvista, ABC Family and Lionsgate. We traveled to Los Angeles in February and met agents at Rebel Entertainment, CAA, UTA and William Morris to develop new referrals for packaging. The meetings were successful and we have started discussions with other producers. In March we secured the director for Crimson Falls - PR Brown - and started approaching key distributors on that film. In June we attended the Banff TV conference again to further develop our programs and attach other key players. OCTOBER 2010 - MARCH 2011 We have made a deal with Arclight Films to distribute Crimson Falls. We are currently in discussions with a financier in Los Angeles to complete the equity-financing component of the project. Since Arclight committed to distribution, we did not attend the American Film Market. In September we attended West Doc in Los Angeles, where we met with Discovery, History, Bravo, WETV and the Game Show Network to discuss unscripted ideas. In November we met with various talent agents in Los Angeles to start securing LOI's for the lead roles in Crimson Falls. APRIL - SEPTEMBER 2011 We were delayed in closing financing on Crimson Falls due to an integral change in the Northern Ontario film credit program, which was to supply 20% of our financing. There continued to be great interest from the talent agents we have approached re: cast options for this project. We attended the Toronto Film Festival in early September to create pre-buzz for the movie. In June, we attended the Banff New Media festival to speak with distributors about other upcoming projects. 11
OCTOBER-DECEMBER 2011 The Northern Ontario film tax credit program was reinstated and we submitted our application to them in November. We had preliminary confirmation of being shortlisted for the program. We will find out in January 2012 if we are successful. The outcome of this decision will dictate what remaining financing needs to be completed. Our CEO will be in Los Angeles for several months in the New Year, trying to secure the last leg of financing. Our meetings at TIFF went well and we secured an Ontario based producer, Michael Baker, for the production of Crimson Falls in Ontario in 2012 if the financing is completed. We also forged a relationship with Breakthrough Entertainment, a large distributor, for a possible output deal for TV movies. JANUARY - JUNE 2012 As of May 7, 2012, we are still waiting for a final funding answer from the Northern Ontario film tax credit program. Their decision-making has been deferred by several months as they were assessing the funds they had to distribute. Currently, we have several Canadian distributors on stand by, waiting for the funding decision. If we do not receive the funds, the project will need to be re-assessed as Arclight Films, the international sales agent, is unable to offer any upfront pre sales. Our CEO will be attending the Real Screen West Conference on May 30th and 31st in Santa Monica, to try and move several other projects into development. In addition, the CEO will likely attend the Producers Guild of America's annual conference June 8-10th in Culver City to continue momentum on additional projects. LIQUIDITY AND CAPITAL RESOURCES Our cash balance at March 31, 2012 was $5,528, with $24,943 in outstanding liabilities, which includes a loan payable of $22,000 to our director. Management believes our current cash balance will not be sufficient to fund operations for the next twelve months. Our director has agreed to advance us funds for operational expenses until we are able to generate revenue; however she has no legal obligation to do so. RESULTS OF OPERATIONS We are still in our development stage and have generated no revenues to date. We incurred operating expenses of $5,758 and $2,181 for the three months ended March 31, 2012 and 2011, respectively. These expenses consisted of general operating expenses and professional fees incurred in connection with the day to day operation of our business. We incurred operating expenses of $5,989 and $5,980 for the six months ended March 31, 2012 and 2011, respectively. These expenses consisted of general operating expenses and professional fees incurred in connection with the day to day operation of our business. Our net loss from inception through March 31, 2012 was $63,865. Cash provided by financing activities for the period from inception (September 24, 2007) through March 31, 2012 was $54,000, resulting from the sale of 3,000,000 shares of common stock issued to our director at $0.003 per share for $9,000 and 3,000,000 shares of common stock issued to 30 un-affiliated investors at $0.015 for proceeds of $45,000. Effective June 11, 2008, we effected a five for one forward stock split of our authorized and issued and outstanding common stock. As a result, our authorized 12
capital has increased from 75,000,000 to 375,000,000 shares of common stock and our outstanding share capital has increased from 6,000,000 shares of common stock to 30,000,000 shares of common stock. 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 of operations, liquidity, capital expenditures or capital resources that is material to investors. ITEM 4. CONTROLS AND PROCEDURES. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Management maintains "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in Boreal Productions' Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2012. Based on that evaluation, management concluded, as of the end of the period covered by this report, that Boreal Productions' disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission's rules and forms. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING As of the end of the period covered by this report, there have been no changes in Boreal Productions' internal controls over financial reporting during the quarter ended March 31, 2012, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management's last evaluation. 13
PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. Boreal Productions is not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions. ITEM 1A. RISK FACTORS. There have been no material changes to the risks to our business described in our Form 10-K for the year ended September 30, 2011 filed with the SEC on January 17, 2012. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. There were no sales of unregistered securities during the period covered by this report. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. There were no defaults upon senior securities during the period covered by this report. ITEM 4. MINE SAFETY DISCLOSURES. None. ITEM 5. OTHER INFORMATION. None. ITEM 6. EXHIBITS. The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Form SB-2 Registration Statement, filed under SEC File Number 333-146842, at the SEC website at www.sec.gov: Exhibit No. Description ----------- ----------- 3.1 Articles of Incorporation* 3.2 Bylaws* 31.1 Rule 13a-14(a)/15d-14(a) Certification 31.2 Rule 13a-14(a)/15d-14(a) Certification 32.1 Certification Pursuant to 18 U.S.C. 1350 101 Interactive data files pursuant to Rule 405 of Regulation S-T 14
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. May 15, 2012 Boreal Productions Inc. /s/ Andrea Fehsenfeld ------------------------------------- By: Andrea Fehsenfeld (Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, President, Secretary, Treasurer & Sole Director) 1