Fulucai Productions Ltd. - FORM 10-K

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - Fulucai Productions Ltd.	Financial_Report.xls
EX-32.1 - CERTIFICATION - Fulucai Productions Ltd.	ex321.htm
EX-32.2 - CERTIFICATION - Fulucai Productions Ltd.	ex322.htm
EX-31.1 - CERTIFICATION - Fulucai Productions Ltd.	ex311.htm
EX-31.2 - CERTIFICATION - Fulucai Productions Ltd.	ex312.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the fiscal year ended April 30, 2012

[ ] 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 Canada	T2T 3R1
(Address of principal executive offices)	(Zip Code)

403-689-3901
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class	Name of each exchange on which registered
n/a	n/a

Securities registered pursuant to Section 12(g) of the Exchange Act:

Title of class

Common Shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes

[ ]

[X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes

[ ]

[X]

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]

[ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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]

[ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Yes

[ ]

[X]

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

[ ]

[X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

The aggregate market value of voting common stock held by non-affiliates was approximately $1,000,000 as of October 31, 2011 assuming solely for the purpose of this calculation that all directors, officers and greater than 10% stockholders of the registrant are affiliates. Shares of common stock held by each officer and director have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PAST 5 YEARS:

Indicate by check mark whether the issuer has 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

[ ]

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

90,000,000 common shares outstanding as of July 20, 2012

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933.

None

Fulucai Productions Ltd.

TABLE OF CONTENTS

		Page
	PART I

Item 1	Business	4
Item 1A	Risk Factors	12
Item 1B	Unresolved Staff Comments	12
Item 2	Properties	12
Item 3	Legal Proceedings	12
Item 4	Mine Safety Disclosures	12

	PART II

Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13
Item 6	Selected Financial Data	13
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	15
Item 8	Financial Statements and Supplementary Data	15

Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	16
Item 9A	Controls and Procedures	16
Item 9B	Other Information	18

	PART III

Item 10	Directors, Executive Officers and Corporate Governance	18
Item 11	Executive Compensation	19
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	20
Item 13	Certain Relationships and Related Transactions, and Director Independence	21
Item 14	Principal Accounting Fees and Services	23

	PART IV

Item 15	Exhibits, Financial Statement Schedules	24

	SIGNATURES	25

PART I

ITEM 1. BUSINESS

Statements in this Form 10-K Annual Report may be “forward-looking statements.” Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by our management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this Form 10-K Annual Report, including the risks described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other documents which we file with the Securities and Exchange Commission (“SEC”).

In addition, such statements could be affected by risks and uncertainties related to our financial condition, factors that affect our industry, market and customer acceptance, competition, government regulations and requirements, pricing, general industry and market conditions, growth rates, and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 10-K Annual Report.

General Development of Business

Fulucai Productions Ltd. was incorporated on March 26, 2010 under the laws of the State of Nevada and is referenced herein as either "Fulucai", "the Company", "we", "us" or "our". We are a development stage independent concept developer in the field of television and motion pictures having our principal office located at 3632-13 St SW, Calgary, Alberta, Canada T2T 3R1. Our phone number is (403) 689-3901 and our e-mail is jimd@fulucai.tv. Our website is at www.fulucai.tv.

Currently, we are a television and movie production company. Our initial plan of operation was to develop reality-based show concepts for sale to television and Internet production interests. This planned development was expected to include the production of “trailers”. Trailers are short videos that demonstrate the concept to potential buyers. We developed our first reality show, however, we were unable to find a buyer and we determined to undertake production of a full-length feature film, “Inevitable” which is now completed and has been submitted to several film festivals for review. We do not expect to know festival acceptance status until the fall of 2012.

On March 28, 2011, the Company and Octacation Productions Ltd. (“Octacation”) entered into a Development Agreement under which the Company was to provide video production and post-production services for the development of a marketing video 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. During May, 2011, Octacation experienced a disruption in its operations due to a situation where it could not access its funds in order to progress the contract with the Company and on May 31, 2011 due to a lack of available funding Octacation terminated its agreement with the Company.

On October 14, 2011, the Company and its President, James Durward, entered into a Royalty Agreement whereby the Company acquired all rights to the intellectual property known as “All the Wrong Reasons” as registered with the Writer’s Guild of America Registration Number 1533357. Mr. Durward will receive a 20% gross overriding royalty on any and all worldwide revenues generated by, or derived from, the production. The production was re-named “Inevitable” and is referred to previously in this section.

On April 4, 2012, the Company and SFT Diversified Global LLC (“SFT”) entered into an Assignment Agreement (the “Agreement”) whereby SFT assigned all rights and interest in an option agreement between SFT and Orion Oil & Gas Properties, a Texas General Partnership (the “Option”). Under the terms of the Option, the Company acquired the rights to acquire certain surface and sub-surface mineral rights, including but not limited to natural gas and oil mineral rights being, lying and situated in the Counties of Cherokee, DeKalb, Etowah, Jackson and Marshall, in the State of

Alabama, subject to an initial deposit for the Option of $1,000,000. The Company was unable to raise the funds required under the Option and on May 31, 2012, the Agreement was in default and the Company determined in early June not to pursue the Option.

On June 29, 2012, we finalized negotiations with Equine Venture Group, Inc. (“Equine”) and entered into an acquisition agreement with Equine and Equine’s sole shareholder, Jennifer Serek (“Serek”) to acquire all of the issued and outstanding shares of Equine.

Under the terms of the acquisition agreement, we will acquire the shares of Equine by way of the issuance of a total of five million restricted shares of the common stock of the Company to Equine’s shareholder, Serek with one million shares to be issued on closing and a further one million shares to be issued on each anniversary of closing.

Further, Equine shall appoint directors and officers to our Board of Directors and the Company’s current directors shall resign. As this transaction involves the issuance of shares in regard to the acquisition, the appointment and resignations shall be subject to Rule 14-f-1 of the Securities and Exchange Commission and the change in the Board of Directors shall take place 10 days after the filing of such form with the Securities and Exchange Commission.

Further to the terms of the acquisition agreement, the existing assets of the Company shall be transferred to James Durward, our current director and President in exchange for the return to treasury by James Durward of fifteen million restricted shares of common stock of the Company.

This transaction has not closed and has a closing date of July 31, 2012 under the terms of the acquisition agreement. We cannot be sure if all of the necessary actions to be undertaken for closing will occur and if not, then the transaction will not close and we will continue to pursue the television and movie production business and look for other acquisitions that may generate revenue.

As we currently are operating our television and production business and we are in contract by way of the acquisition agreement for the acquisition of Equine Venture Group Inc. we are providing detail on both businesses to ensure full disclosure in this filing. On July 31, 2012, if the acquisition agreement with Equine closes then we will no longer hold any rights or assets to the television or movie productions, none of which have generated any revenue and none of which have any distribution agreements, which will be transferred on closing.

OUR CURRENT BUSINESS IN TELEVISION AND MOVIE PRODUCTION

TELEVISION CONCEPT

The Real Deal

The Real Deal was our first reality show television concept. The first series of The Real Deal was completed in March, 2011 and, using the first series as a marketing tool, we started to seek licensors for the concept. We were unable to find any licensors of The Real Deal.

Video and Post Production Contract – Movie Script

On March 28, 2011, the Company and Octacation Productions Ltd. (“Octacation”) entered into a Development Agreement whereby the Company was to provide video production and post-production services for the development of a marketing video 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, will be considered extras and billed on a cost-plus-20% basis.

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 the 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 commenced. During May, 2011, Octacation experienced a disruption in its operations due to a situation where it could not access its funds in order to progress the contract with the Company and on May 31, 2011 due to a lack of available funding Octacation terminated its agreement with the Company.

Movie Production Agreement

On October 14, 2011, the Company and its President, James Durward, entered into a Royalty Agreement whereby the Company has acquired all rights (“Rights”) to the intellectual property known as “All the Wrong Reasons” as registered with the Writer’s Guild of America Registration Number 1533357 (the “Production”). The Production has been re-named "Inevitable". In return for the Rights, the Company has agreed to pay James Durward a 20% gross overriding royalty on any and all worldwide revenues generated by, or derived from, the Production.

As of February 20, 2012, the Production was completed under the name “Inevitable”. Production costs were approximately $11,000. The Company submitted the Production to a variety of film festivals world-wide in an attempt to have it picked up for distribution. The status of these submissions will not be known until the Fall of 2012. No such distribution arrangements exist at this time and the terms and conditions of any such a distribution deal, if reached, are unknown.

Television Industry Overview

United States Television Distribution

Television rights in the United States are generally licensed first to pay television for an exhibition period following home video release, thereafter to network television for an exhibition period, then to pay television again, and finally syndicated to independent stations. Therefore, the owner of a property may receive payments resulting from television licenses over a period of six years or more.

Movie Distribution

The availability of low-cost, high-quality production equipment combined with the ability to distribute product via the Internet, may be fundamentally changing the way feature-length movies are distributed. Often, a movie that was accepted by a distributor would see a revenue split, reasonably expected in the 50-50 range, and with no guarantee of distribution or revenue. In some cases, an up-front pay might be paid to offset production costs. Today, movies can be self-distributed via the Internet without the involvement of a distributor. This said, there are material costs associated with Internet marketing and those costs could render the movie unprofitable. Independent films, such as the company produces, may be inexpensive to produce but they are very difficult to have seen. Submissions to film festivals are an attempt to attract distributors but there is no guarantee that film festivals will generate any distribution agreements.

Cable and Pay Television

Pay television rights include rights granted to cable, direct broadcast satellite, microwave, pay per view and other services paid for by subscribers. Cable and pay television networks usually license properties for initial exhibition commencing six to twelve months after initial domestic theatrical release (if any), as well as for subsequent showings. Some pay television services have required exclusivity as a precondition to such contracts. The pay television market is characterized by a large number of sellers and few buyers. However, the number of properties utilized by these buyers is extremely large.

Network Television

In the United States, broadcast network rights are granted to ABC, CBS, NBC, FOX or other entities formed to distribute programming to a large group of stations. The commercial television networks in the United States license properties for a limited number of exhibitions.

Television Syndication

If the producer has entered into a commercial television network license the property may be shown shortly after its completion through a number of outlets. This activity, known as “syndication,” has become an important source of revenues as the number of, and competition for, programming among local television stations has increased.

Foreign Television Syndication

Properties are now being licensed in the foreign television market in a manner similar to that in the United States. The number of foreign television stations as well as the modes of transmission (i.e., pay, cable, network, satellite, etc.) have been expanding rapidly, and the value of such markets has been likewise increasing and we believe will continue to expand. Producers may license properties to foreign television stations during the same period they license such properties to television stations in the United States; however, governmental restrictions and the timing of the initial foreign theatrical release of the property in the territory may delay the exhibition of such properties in such territory.

Re-licensing

The collective retained rights in a group of previously produced properties is often a key asset, as such properties may be re-licensed in the pay and commercial television, home video and non-theatrical markets.

Production

The Company intends to produce its trailers and movies at the lowest possible cost consistent with the quality that it seeks to achieve. The Company will attempt to avoid the substantial overhead associated with major production companies by maintaining minimal staff. The Company owns some production equipment, but will adopt the standard industry practice of renting production facilities and equipment and engaging free-lance production staff on an “as-needed” basis.

The Company expects the total production period for a Company-produced trailer to generally continue for as long as three months and in some instances, even longer. Feature-length movie production may take up to 12 months or longer. Multiple projects may run concurrently, should we have sufficient funds available to do so.

Distribution Approach

From a business perspective, the primary goal of the Company's ventures is to maximize its revenues to it and to seek to maximize the return on investment of its shareholders; however, there can be no assurance that this goal will be achieved or that increased revenues will equate to a higher return on investment. The ultimate commercial success of any video product is dependent on its distribution. The Company believes that the most important initial objective in achieving this goal is to maximize proceeds from the North American licensing of its concepts, since it considers such markets to be the single most important determinant of a picture's performance in the subsequent markets of home Video/DVD/Podcasts, pay cable and free broadcast television and foreign television syndication.

The Company plans to approach prospective distributors with a completed trailer, thus potentially enhancing its bargaining position with respect to negotiating the terms of the distribution arrangements. The Company may present the trailers at the major television markets held each year in the USA. The producers believe they will have designed trailers to be attractive to distributors since elements of the trailers will be specifically conceived to appeal to some of the most important segments of the reality show-viewing public.

The same approach, augmented by festival submissions, will be used with movie products.

Current Projects

The Company has developed two (2) projects in-house. One is the reality television concept, “The Real Deal”, Writers Guild of Canada Reg. # S10-00417. The Real Deal is a reality show concept that features companies competing for a potential financing. Expert panelists listen to corporate presentations and, through a series of elimination rounds, determine which company is worthy of receiving a financing offer. The target audience is that of popular investment-related shows such as CNBC’s Mad Money and ABC’s Shark Tank (both in the US) and Dragon’s Den and BNN (in Canada). All rights to The Real Deal were acquired from our President, James Durward in return for a 5% gross overriding royalty on all revenues generated by all of the Company’s present and future properties. We have also agreed to pay, to Mr. Gordon Rix who is an officer and director of the Company, a royalty of 1% on all broadcast licensing revenues related to The Real Deal until such time as the Company sells or otherwise disposes of The Real Deal rights. We have also agreed to pay, to Douglas MacLeod, an unaffiliated consultant, a royalty of .5% on all broadcast licensing revenues related to The Real Deal until such time as the Company sells or otherwise disposes of The Real Deal rights. There are no plans to sell or otherwise dispose of these rights at this time.

We have purchased equipment necessary to operate a small video production facility that currently operates from space provided free of charge by our President.

As of May 20, 2012, the Production was completed as “Inevitable”. Production costs were approximately $11,000. The Company submitted the Production to a variety of film festivals world-wide in an attempt to have it picked up for distribution. No such distribution arrangements exist at this time and the terms and conditions of any such a distribution deal, if reached, are unknown. Festival acceptance status will not be known until the fall of 2012.

Distribution Arrangements

Effective distribution is critical to the economic success of a television or movie product, particularly when made by an independent production company. We have not as yet negotiated any distribution agreements.

For any television concepts, we intend to market our trailers to existing distribution companies, primarily independent distributors. We will retain the right for ourselves to market our product on a jurisdiction-by-jurisdiction basis throughout the rest of the world and to market television and other uses separately. In many instances, depending upon the nature of distribution terms available, it may be advantageous or necessary for us to license all, or substantially all, distribution rights through one major distributor. For feature-length movies, we intend to attract distribution by way of film festival submissions and by direct Internet marketing should funds be available to do so.

To the extent that we may engage in foreign distribution of our products, we will be subject to all of the additional risks of doing business abroad including, but not limited to, government censorship, currency fluctuations, exchange controls, greater risk of "piracy" copying, and licensing or qualification fees.

It is not possible to predict, with certainty, the nature of the distribution arrangements, if any, that we may secure for our development concepts.

Competition

The television and movie production industries are intensely competitive. Competition comes from companies within the same business and companies in other entertainment media that create alternative forms of entertainment. The industry is currently evolving in such a way that certain multinational multimedia firms will be able to dominate this space because of their control over key film, magazine, and television content, as well as key network and cable outlets. These organizations have numerous competitive advantages, such as the ability to acquire financing for their projects and to make favorable arrangements for the distribution of completed product. All of our competitors will likely be organizations of substantially larger size and capacity, with far greater financial and personnel resources and longer operating histories, and may be better able to acquire properties, personnel and financing, and enter into more favorable distribution agreements. Our success will depend on public taste, which is both unpredictable and susceptible to rapid change. As an independent production company, we most likely will not have the backing of a major studio for production and distribution support. Consequently, we may not be able to complete a distribution deal.

In order to be competitive, we intend to create and/or acquire innovative concepts that may appeal to a wide range of public tastes both in the United States and abroad. Moreover, by producing our products in Canada we believe that we will be able to significantly reduce production costs, and thereby offer our products to distributors at competitive pricing. Investors must be aware that at this time we have completed one production known as “Inevitable”, which Production has been submitted to a variety of film festivals world-wide in an attempt to have it picked up for distribution. No such distribution arrangements exist at this time and the terms and conditions of any such a distribution deal, if reached, are unknown. Festival acceptance status will not be known until the fall of 2012.

Intellectual Property Rights

Rights to motion pictures are granted legal protection under the copyright laws of the United States and most foreign countries, including Canada. These laws provide substantial civil and criminal penalties for unauthorized duplication and exhibition of motion pictures. Motion pictures, musical works, sound recordings, artwork, and still photography are separately subject to copyright under most copyright laws. We plan to take appropriate and reasonable measures to secure, protect, and maintain copyright protection for all of our products under the laws of the applicable jurisdictions. Motion picture piracy is an industry-wide problem. The motion picture industry trade association provides a piracy hotline and investigates all piracy reports. The results of such investigations may warrant legal action, by the owner of the rights, and, depending on the scope of the piracy, investigation by the Federal Bureau of Investigation and/or the Royal Canadian Mounted Police with the possibility of criminal prosecution.

Under the copyright laws of Canada and the United States, copyright in a motion picture is automatically secured when the work is created and "fixed" in a copy. We intend to register our films for copyright with both the Canadian Copyright Office and the United States Copyright Office. Both offices will register claims to copyright and issue certificates of registration but neither will "grant" or "issue" copyrights. Only the expression (camera work, dialogue, sounds, etc.) fixed in a motion picture can be protected under copyright. Copyright in both Canada and the United States does not cover the idea or concept behind the work or any characters portrayed in the work. Registration with the appropriate office establishes a public record of the copyright claim.

Ordinarily, a number of individuals contribute authorship to a motion picture, including the writer, director, producer, camera operator, editor, and others. Under the laws of both the United States, and Canada, these individuals are not always considered the "authors," however, because a motion picture is frequently a "work made for hire." In the case of a work made for hire, the employer, not the individuals who actually created the work, is considered the author for copyright purposes. We intend all of our films to be works made for hire in which we will be the authors and thereby own the copyright to our films.

Canada's copyright law is distinguished from that of the United States by recognizing the moral rights of authors. Moral rights refer to the rights of authors to have their names associated with their work, and the right to not have their work distorted, mutilated or otherwise modified, or used in association with a product, service, cause or institution in a way that is prejudicial to their honor or reputation. Moral rights cannot be sold or transferred, but they can be waived. We intend that all individuals who contribute to the creation of any of our motion pictures will be required to waive any such moral rights that they may have in the motion picture.

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

Although we plan to copyright all of our film properties and projects, there is no practical protection from films being copied by others without payment to us, especially overseas. We may lose an indeterminate amount of revenue as a result of motion picture piracy. Being a small company, with limited resources, it will be difficult, if not impossible, to pursue our various remedies. Motion picture piracy is an international as well as a domestic problem. It is extensive in many parts of the world. In addition to the Motion Picture Association of America, the Motion Picture Export Association, the American Film Marketing Association, and the American Film Export Association monitor the progress and efforts made by various countries to limit or prevent piracy. In the past, these various trade associations have enacted voluntary embargoes of motion picture exports to certain countries in order to pressure the governments of those countries to become more aggressive in preventing motion picture piracy. The United States government has publicly considered trade sanctions against specific countries that do not prevent copyright infringement of American motion pictures. There can be no assurance that voluntary industry embargoes or United States government trade sanctions will be enacted. If enacted, such actions may impact the revenue that we realize from the international exploitation of our motion pictures. If not enacted or if other measures are not taken, the motion picture industry, including us, may lose an indeterminate amount of revenue as a result of motion picture piracy. (Motion Picture Academy of America, United Drive-In Theater Owners Association and National Association of Theater Owners annual reports 2007, 2008)

Labor Laws

We are aware that the cost of producing and distributing filmed entertainment has increased substantially in recent years. This is due, among other things, to the increasing demands of creative talent as well as industry-wide collective bargaining agreements. Many of the screenplay writers, performers, directors and technical personnel in the entertainment industry who will be involved in our productions are members of guilds or unions that bargain collectively on an industry-wide basis. We have found that actions by these guilds or unions can result in increased costs of production and can occasionally disrupt production operations. If such actions impede our ability to operate or produce a motion picture, it may substantially harm our ability to earn revenue and result in our business to fail. (Screen Actors Guild Codified Agreement). We will use non-unionized talent whenever possible to reduce our costs of production. Notwithstanding, many individuals associated with our productions, including actors, writers and directors, will be members of guilds or unions, that bargain collectively with producers on an industry-wide basis from time to time. Our operations will be dependent upon our compliance with the provisions of collective bargaining agreements governing relationships with these guilds and unions. Strikes or other work stoppages by members of these unions could delay or disrupt our activities. The extent to which the existence of collective bargaining agreements may affect us in the future is not currently known.

Business of Equine Venture Group Inc. (“Equine”)

The mission of Equine is to identify grand prix horses from breeders worldwide, purchase them, train them, show them, and then resell them for substantial profits.

Equine has assembled a highly experienced, expert team to identify, purchase, train, show, and resell championship grand prix horses. Subject to raising funding, which currently they are seeking in the amount of $3,000,000 they intend to purchase approximately 3 horses every 6 months, and will sell the horses after approximately 12 months of ownership, after the training and showing/competition process has been completed. The Company is 100% owned by Jennifer Serek.

Service Description Summary

Equine intends to identify six to nine year-old premier warm-blood horses from top breeders, primarily in Europe, with famous bloodlines, for purchase. Through longstanding relationships with highly experienced breeders, trainers, brokers, and Olympic riders, they will screen each horse for a wide array of specific characteristics including health, bloodline, strength, stamina, personality, temperament, human-horse connection, “scope,” carefulness, and synergy, etc. Each horse will be “vetted” by a highly experienced veterinarian who will take extensive (more than 40) x-rays. These x-rays will then be sent to an American veterinarian who will review and analyze them for approval. Only after approval will they purchase a horse.

They will purchase horses and ship them to Calgary, Alberta Canada to their training facility. Each horse will be professionally trained by expert, highly experienced staff led by Jennifer Serek. Once initial training has been completed, each horse will then be taken on the show circuit where training in real-world show and competition conditions will continue.

Industry Analysis Summary

Through 2016, the Horse and Other Equine Production industry is forecast to be on its way to pre-recessionary levels. Positive changes in downstream demand for the industry's animals and services will be the major factor growing revenue. Growth in disposable income and participation in equestrian sports will play a key role in stimulating demand. Also, a depreciation of the US dollar through 2016 will boost export demand. In light of these positive factors, revenue is forecast to grow at an average rate of 2.2% per year and total $1.8 billion in 2016. The recovery over this period is expected to get an initial bump in 2012, with revenue projected to grow 2.7%.

Facilities and Operational Summary

Equine operates out of a world-class training facility—Silverstar Farms—in Calgary, Alberta Canada. This facility offers 150 acres just outside of the city of Calgary with 30 stalls, a Eurosizer (horse treadmill), top "travelright" footing, indoor and outdoor rings, rubber brick aisle, rubber stalls, along with a comprehensive team of expert trainers, grooms, and support staff. We will have full access to everything this top-rated facility has to offer, which will allow us to fully develop our horses into grand prix show-winners.

Operational Plan

Equine anticipates paying, on average, $300,000 per horse, including all broker’s fees. They will likely purchase most, if not all of our horses from European breeders and brokers, working directly with highly reputable dealers that they have long-established relationships with, over many years and hundreds of transactions. Once they have identified horses for purchase, the estimated total cost for all training and preparation, is $125,000. The plan is to purchase 3 horses every six months, on average. The estimate is that it will take approximately 12 months to fully develop each horse before they can sell it.

Promotional, Marketing and Sales Strategy Summary

Horses of this caliber gain exposure through competitions at shows, attracting attention from potential buyers. Sales are typically private in nature, and can be facilitated through a specialty broker or as a direct sale between breeder, trainer, or owner. All broker’s fees are paid by the buyer, should a broker be involved in the transaction. By showing and competing with our horses, and through success in shows and competition, the plan is to build strong demand for each individual animal, as well as the brand. The company website at: www.equineventuregroup.com showcases Equine’s business acumen and eventually will document and highlight successful show wins, competition wins, and sales.

At this time Equine does not have the funding in order to effect its business plan. It expects to raise a total of $3,000,000 by way of equity funding by the end of 2012.

In the event that the Equine transaction closes, James Durward and Gordon Rix will both resign their Director and Officer positions with the Company.

Description of Property

We own no real estate property or production facilities. We are presently using office space in Calgary, Canada, provided at no cost by our President.

Number of Total Employees

Fulucai is currently in the development stage. During the development stage, we plan to rely exclusively on the services of our officers and directors to set up our business operations. Our Officers and Directors currently provide services to the Company at no cost. The President, Mr. James Durward currently works full-time as an unpaid employee on our business. Mr. Rix intends to spend such time as may be required in his role as Chief Financial Officer and a Director of the Company. We cannot estimate at this time how much that role may require. Mr. Durward is our only full-time employee and is not paid for his services. We believe that our operations are currently on a small scale that is manageable by these individuals.

The film production professionals we plan to utilize will be considered independent contractors. We do not intend to enter into any employment agreements with any of these professionals. Thus, these persons are not intended to be employees of our company.

Employment Agreements

There are currently no employment agreements and none are anticipated to be entered into within the next twelve months. There is a gross overriding royalty agreement between the Company and Douglas McLeod whereby Mr. McLeod will provide creative input and project management recommendations with regard to the trailer development and marketing in return for a .5% (one half of one percent) gross overriding royalty on all broadcast licensing revenues generated by the Real Deal. A .5% gross royalty interest in The Real Deal means that for every dollar ($1.00) that is

generated as revenue, Mr. McLeod will be entitled to receive $0.005. Douglas MacLeod is a Calgary based independent producer who has been involved in the Canadian film and television industry for over thirty-five years, executive producing and producing feature films, television movies and prime time dramatic series for domestic and international markets. Doug has also served on the Board of Directors of the Canadian Film & Television Production Association, is a former co-chair of the Government of Alberta’s Film and Television Advisory Committee and is a Past President of the Alberta Motion Picture Industry Association. Douglas McLeod is unaffiliated with the Company.

Intellectual Properties

James Durward, the President and CEO of the Company, contributed all right, title and interest he held along with all ancillary rights in the original works written by himself and as registered with the Writers Guild of Canada (“WGC”) Registration Number S10-00417, and named “The Real Deal”. In return he was granted a 5% gross royalty interest in all of the Company’s products which means that for every dollar that is generated as revenue, Mr. Durward will be entitled to receive $0.05. We have placed no value on these current properties due to the additional difficulty and expense of securing appraisals to comply with the American Institute of Certified Public Accountant’s Statement of Position 00-2.

The WGC is a guild which represents any/all aspects of writers including but not limited to registration of materials and collective bargaining of/for contracts. Please visit their website at www.wgc.ca for further information. Registration with the WGC is not the same as maintaining a registered copyright. Under U.S. copyright law, all literary works receive copyright protection when a work is complete, registration simply established a definitive date of a work and gives the holder of the copyright the right to, among other things, collect attorney’s fees in the prosecution of infringement claims. Registration with the WGC does not afford the registrant with a right to collect attorney’s fees but it does establish an objective date of a literary work. The Company has not sought copyright protection on its property at this point because a script tends to be revised many times and is generally not complete until production is complete. Once production is completed on each of its projects, the Company intends to file for copyright protection.

Investments in Marketable and Non-Marketable Securities

None

ITEM 1A. RISK FACTORS

The Company is a smaller reporting company and is not required to provide this information.

ITEM 1B. UNRESOLVED STAFF COMMENTS

The Company is a smaller reporting company and is not required to provide this information.

ITEM 2. PROPERTIES

The Company does not own any properties or any real estate.

ITEM 3. LEGAL PROCEEDINGS

We know of no pending proceedings to which any director, member of senior management, or affiliate is either a party adverse to us, or has a material interest adverse to us.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information, Holders and Dividends

The Company's common stock is currently quoted on the Over-the-Counter Markets (OTC/BB) under the trading symbol “FCPS”.

Following is a report of high and low closing bid prices for each quarterly period for the fiscal year ended April 30, 2012 and from trading during April 30, 2011 when the Company was quoted on the Over-the-Counter Bulletin Board.

Quarter	High ($)	Low ($)
4th Quarter ended 04/30/2012	0.10	0.10
3rd Quarter ended 01/31/2012	0.10	0.10
2nd Quarter ended 10/31/2012	0.10	0.10
1st Quarter ended 07/31/2012	0.10	0.10

4th Quarter ended 04/30/2011	0.10	0.10

The above information was provided by OTC Markets. The quotations provided may reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Holders

As of July 17, 2012, there were 59 record holders of the Company’s common stock (which number does not include the number of stockholders whose shares are held by a brokerage house or clearing agency, but does include such brokerage houses or clearing agencies as one record holder.)

Dividends

We have never declared or paid any cash dividends on our common stock. We intend to retain earnings, if any, to support the development of our business and therefore do not anticipate paying cash dividends for the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including current financial condition, operating results and current and anticipated cash needs.

Securities Authorized for Issuance under Equity Compensation Plans

The Company does not currently have any equity compensation plans.

Recent Sales of Unregistered Securities

There were no 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.

ITEM 6. SELECTED FINANCIAL DATA

The Company is a smaller reporting company and is not required to provide this information.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements

This annual 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.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, 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, later events or circumstances or to reflect the occurrence of unanticipated events.

In this annual report unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares of our capital stock. 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 accounting principles generally accepted in the United States of America ("GAAP").

Liquidity and Capital Resources

As of April 30, 2012, we had total assets of $17,407 ($75,743- 2011) comprised of $2,718 in cash and $14,689 in fixed assets, being equipment and software. This reflects a decrease of $58,336 of the value of our total assets from $75,743 on April 30, 2011. The decrease in assets is due to cash payments made for professional fees, video production costs, video equipment and software, the costs of the offering, and general and administrative expenses to further the business plan of the Company. As of April 30, 2012, our total liabilities increased minimally to $20,244 from $19,985 as of April 30, 2011. During the fiscal year, April 30, 2012, we generated $15,750 in revenues due to a production contract for our services as compared to no revenues during the fiscal year ended April 30, 2011. We do not have sufficient working capital to satisfy our cash requirements for the next twelve months of operations.

We are in transition on a current acquisition which we hope to close by July 31, 2012. Should that acquisition close then the Company anticipates it will require a minimum of $3,000,000 to effect the business plan which is the buying, training and reselling of competitive jumping and show horses. Should this acquisition close the new management is planning to undertake a $3,000,000 equity funding. There can be no assurance they will be successful in raising any funds under the planned funding.

However, if we do not close on the acquisition then in order to continue with our movie production business we anticipate we will require a minimum of $250,000 to be expended on our ongoing operations. We do not have sufficient funds for the next twelve months of operations. We will 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 other obligations as they become due and we may be forced to cease the operation of the business. We currently do not have any negotiated funding available. It is unsure as to how we will raise the required funds to continue our current 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 our required television development efforts and ultimately having 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 stockholder. 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 fiscal year ended April 30, 2012 are described below.

Revenues

We earned $15,750 in revenue since our inception. At the present time, we do not have sufficient funds to be able to progress our business plan either in the current business or for the new acquisition which is expected to generate substantial revenues in year two of operations, however, there can be no assurance that this will occur.

There can be no assurance that we will continue to generate revenues from either the new business planned for acquisition or our current business.

Expenses

Our net loss for the fiscal year ended April 30, 2012 was $58,595 as compared to $56,992 for fiscal 2011, of which $35,513 ($15,914 – 2011) was paid for professional fees, including legal, audit and the costs of the preparation of the registration statement, $8,000 ($25,880 – 2011) was paid for video production and $16,931 ($14,295 – 2011) for general office expense including telephone, website development and promotion expenses related to our video production. We paid a total of $7,000 in consulting fees to Mr. Durward during the fiscal year ended April 30, 2012 as compared to no fees paid during fiscal 2011.

For the fiscal year ended April 30, 2012 the Company incurred operating losses of $58,595 (2011 - $56,992). Professional expenses increased from $15,914 (2011) to $35,513 (2012) primarily due to fees associated with audit fees and legal fees and including a fee paid to legal to progress the Company’s DTC eligibility. Administrative expenses increased minimally from $14,295 (2011) to $16,931 (2012) as the Company incurred increased costs related to XBRL regulatory filing costs during the current year. Depreciation and amortization expenses were $6,901 for fiscal year 2012 as compared to $903 for fiscal 2011 due to the depreciation on purchased video equipment. During fiscal 2011 the Company recorded video production expenses related to development of its show The Real Deal and its associated website of $25,880 as compared to video production charges of $8,000 during fiscal 2012. Consulting fees were paid in relation to video production to Mr. Durward during fiscal 2012 with no similar charges in the prior fiscal year.

Net losses for the two completed fiscal years did not increase substantially as they were, $58,595 (2012) and $56,992 (2011).

Basic and diluted losses per share for the respective fiscal periods ended April 30, 2012 and April 30, 2011 was ($0.00).

Tabular Disclosure of Contractual Obligations

There are no Contractual Obligations.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

This Company is a smaller reporting company and is not required to provide this information.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements and supplementary data required by this Item 8 are listed in Item 15(a) (1) and begin on page F-1 of this Annual Report on Form 10-K.

FULUCAI PRODUCTIONS LTD.

FINANCIAL STATEMENTS

REPORTED IN UNITED STATES DOLLARS

	Page
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Changes in Shareholders’ Equity (Deficit)	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7 to F-12

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors

Fulucai Productions Ltd.

We have audited the accompanying balance sheets of Fulucai Productions Ltd. (a development stage enterprise) (the Company) as of April 30, 2012 and 2011, and the related statements of operations, changes in shareholders’ equity (deficit), and cash flows for the years ended April 30, 2012 and 2011, and for the period from March 26, 2010 (inception) through April 30, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting, as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Fulucai Productions Ltd. as of April 30, 2012 and 2011, and the results of its operations and its cash flows for the years ended April 30, 2012 and 2011, and for the period from March 26, 2010 (inception) to April 30, 2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has cash flow constraints, an accumulated deficit, and has not yet produced significant revenues from operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Child, Van Wagoner & Bradshaw, PLLC

Child, Van Wagoner & Bradshaw, PLLC

Salt Lake City, Utah

July 23, 2012

F-2

FULUCAI PRODUCTIONS LTD.

(A development stage enterprise)

Balance Sheets

	April 30, 2012			April 30, 2011
Assets
Current assets
Cash	$	2,718		$	57,780
Total current assets		2,718			57,780

Property and equipment, net		14,689			17,963
Total assets	$	17,407		$	75,743

Liabilities and Shareholders’ Equity (Deficit)
Current liabilities
Accounts payable and accrued expenses	$	15,187		$	4,235
Accounts payable – related party		5,057			-
Customer deposits		-			15,750
Total current liabilities		20,244			19,985

Shareholders’ Equity (Deficit)
Common stock - $0.0001 par value, 200,000,000 shares authorized, 90,000,000 shares issued and outstanding as of April 30, 2012 and April 30, 2011, respectively		9,000			9,000
Additional paid in capital		108,000			108,000
Accumulated deficit during the development stage		(119,837	)		(61,242	)
Total Shareholders' Equity (Deficit)		(2,837	)		55,758
Total Liabilities and Shareholders' Equity (Deficit)	$	17,407		$	75,743

The accompanying notes are an integral part of these financial statements

F-3

FULUCAI PRODUCTIONS LTD.

(A development stage enterprise)

Statements of Operations

							From Inception
							(March 26, 2010)
	Year ended April 30,						to
	2012			2011			April 30, 2012

Revenue	$	15,750		$	-		$	15,750

Operating Expenses
Depreciation		6,901			903			7,804
Professional fees		35,513			15,914			54,427
Video production		8,000			25,880			33,880
Consulting fees		7,000			-			7,000
General and administration		16,931			14,295			32,476
Total operating expenses		74,345			56,992			135,587
Loss from operations		(58,595	)		(56,992	)		(119,837	)

Other Income (expense)		-			-			-
(Loss) before taxes		(58,595	)		(56,992	)		(119,837	)

Provision for taxes on income		-			-
Net Loss	$	(58,595	)	$	(56,992	)


Basic and diluted loss per share	$	(0.00	)	$	(0.00	)

Weighted average number of shares outstanding		90,000,000			83,671,233

The accompanying notes are an integral part of these financial statements

F-4

FULUCAI PRODUCTIONS LTD.

(A development stage enterprise)

Statements of Changes in Shareholders' Equity (Deficit)

					Additional					Total
	Common Stock				Paid in		Accumulated			Shareholders’
	Shares		Amount		Capital		Deficit			Equity
Inception, March 26, 2010		-	$	-	$	-	$	-		$	-
Shares issued for cash April 1, 2010		80,000,000		8,000		16,000					24,000
Loss for the period								(4,250	)		(4,250	)
Balances, April 30, 2010		80,000,000		8,000		16,000		(4,250	)		19,750
Shares issued for cash, net of costs		10,000,000		1,000		92,000					93,000
Loss for the period								(56,992	)		(56,992	)
Balance, April 30, 2011		90,000,000		9,000		108,000		(61,242	)		55,758
Loss for the period								(58,595	)		(58,595	)
Balance, April 30, 2012		90,000,000	$	9,000	$	108,000	$	(119,837	)	$	(2,837	)

The accompanying notes are an integral part of these financial statements

F-5

FULUCAI PRODUCTIONS LTD.

(A development stage enterprise)

Statements of Cash Flows

							Inception
							(March 26, 2010)
	Year ended April 30,						Through
	2012			2011			April 30, 2012
Cash flows from operating activities:
Net (loss)	$	(58,595	)	$	(56,992	)	$	(119,837	)
Adjustments to reconcile net (loss) to net cash provided (used)
by operating activities
Depreciation		6,901			903			7,804
Changes in current assets and liabilities:
Accounts payable and accrued expenses		10,952			1,235			15,187
Accounts payable – related parties		5,057			-			5,057
Customer deposits		(15,750	)		15,750			-
Net cash flows provided (used) by operating activities		(51,435	)		(39,104	)		(91,789	)

Cash from Investing Activities:
Purchase office equipment		(3,627	)		(18,866	)		(22,493	)
Net cash flows used in investing activities		(3,627	)		(18,866	)		(22,493	)

Cash flows from financing activities:
Proceeds from sale of common stock, net of offering costs		-			93,000			117,000
Proceeds from related party loan		-			-			3,000
Repayment of related party loan		-			-			(3,000	)
Net cash flows from financing activities		-			93,000			117,000

Net increase (decrease) in cash and cash equivalents		(55,062	)		35,030			2,718
Cash and equivalents, beginning of period		57,780			22,750			-
Cash and equivalents, end of period	$	2,718		$	57,780		$	2,718

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-6

FULUCAI PRODUCTIONS LTD.

(A development stage enterprise)

Notes to the Financial Statements

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.

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 an original 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-7

FULUCAI PRODUCTIONS LTD.

(A development stage enterprise)

Notes to the Financial Statements

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 ASC Topic 740 regarding Accounting for Income Taxes, which requires 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 ASC Topic 260 regarding Earnings per Share, which requires 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.

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 April 30, 2012, 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, and 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 do not have sufficient funds to fund our operations over the next twelve months based on our current budgets and business plan. As we progress the development of our business we may need to raise additional capital, the amounts of which cannot be known at this time.

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-8

FULUCAI PRODUCTIONS LTD.

(A development stage enterprise)

Notes to the Financial Statements

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).

As of February 20, 2012, the Production was completed. Production costs were approximately $11,000. The Company submitted the Production to a variety of film festivals world-wide in an attempt to have it picked up for distribution. No such distribution arrangements exist at this time and the terms and conditions of any such a distribution deal, if reached, are unknown.

Note 5 – Service agreements

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”.

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.

Octacation 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 as income for work completed on the project. The balance of the contract was cancelled.

F-9

FULUCAI PRODUCTIONS LTD.

(A development stage enterprise)

Notes to the Financial Statements

Note 6 – Property and equipment

Property and Equipment consisted of the following at April 30, 2012 and April 30, 2011.

	April 30, 2012			April 30, 2011
Computer and equipment	$	22,493		$	18,866
Less accumulated depreciation/amortization		(7,804	)		(903	)
Property and equipment, net	$	14,689		$	17,963

Note 7 – Common Stock

As of April 30, 2012, 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 8 – Related Party Transactions

During the twelve month period ended April 30, 2012, the Company received invoices from Mr. Durward, a director and officer of the Company, totaling the amount of $47,295 (2011- $47,972) for costs related to video production, equipment, advances for payment of invoices received and general administration expenses paid by Mr. Durward on behalf of the Company. Further he invoiced the Company $7,000 for consulting services. The Company paid $49,238 in cash, leaving the amount of $5,057 due and owing to Mr. Durward as accounts payable – relate party as at April 30, 2012.

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.

On October 14, 2011, the Company and its President, James Durward, entered into a Royalty Agreement whereby the Company has acquired all rights (“Rights”) to the intellectual property known as “All the Wrong Reasons” as registered with the Writer’s Guild of America Registration Number 1533357 (the “Production”). Mr. Durward will receive a 20% gross overriding royalty on any and all worldwide revenues generated by, or derived from, the Production. Please refer to Note 4 - Acquisition of Media Rights for further details.

F-10

FULUCAI PRODUCTIONS LTD.

(A development stage enterprise)

Notes to the Financial Statements

Note 9 - Income taxes

The provision (benefit) for income taxes for the years ended April 30, 2012, and 2011 was as follows (assuming a 34 percent effective tax rate):

	Year Ended April 30,
	2012			2011
Current Tax Provision:
Federal-
Taxable income	$	-		$	-
Total current tax provision	$	-		$	-
Deferred Tax Provision:
Federal-
Loss carryforwards	$	19,922		$	19,377
Change in valuation allowance	$	(19,922	)	$	(19,377	)
Total deferred tax provision	$	-		$	-

The Company had deferred income tax assets as of April 30, 2012, and 2011, as follows:

	April 30,
	2012			2011
Loss carryforwards	$	40,744		$	20,822
Less - Valuation allowance		(40,744	)		(20,822	)
Total net deferred tax assets	$	-		$	-

The Company provided a valuation allowance equal to the deferred income tax assets for the years ended April 30, 2012, and 2011, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards. As of April 30, 2012, the Company had approximately $119,837 (2011 - $61,242) in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and begin to expire in the year 2029.

The Company accounts for income taxes in accordance with ASC Topic No. 740, “Income Taxes.” This standard requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carryforwards.

The Company has no tax positions at April 30, 2012 or April 30, 2011 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended April 30, 2012 and 2011, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at April 30, 2012 and 2011.

The tax returns for the years ended April 30, 2012, 2011 and 2010 are subject to examination by the Internal Revenue Service.

Note 10 - Recent accounting pronouncements

There are no new pronouncements that have current application to the Company, or may be applicable to the Company's future financial reporting.

F-11

FULUCAI PRODUCTIONS LTD.

(A development stage enterprise)

Notes to the Financial Statements

Note 11 – Commitments

On October 27, 2011 the Company entered into an acting agreement with a third party whereby the actor will provide services for the invoice amount of $3,000 in respect of the Company’s in progress production of “Inevitable” (Note 4 above). As of January 31, 2012 the Company had paid cash to settle this agreement in full.

Note 12 – Subsequent Events

On April 4, 2012, FuLuCai Productions Ltd. (the “Company”) and SFT Diversified Global LLC (“SFT”) entered into an Assignment Agreement (the “Agreement”) whereby SFT has assigned all rights and interest in an option agreement between SFT and Orion Oil & Gas Properties, a Texas General Partnership (the “Option”). The Company was unable to raise the funds as required under the Agreement and the Agreement expired without closing, subsequent to the year end.

On June 29, 2012, the Company finalized negotiations with Equine Venture Group, Inc. (“Equine”) and entered into an acquisition agreement with Equine and Equine’s sole shareholder, Jennifer Serek (“Serek”) to acquire all of the issued and outstanding shares of Equine.

Further, Equine shall appoint directors and officers to the Board of Directors of Fulucai and the Company’s current directors shall resign. As this transaction involves the issuance of shares in regard to the acquisition, the appointment and resignations shall be subject to Rule 14-f-1 of the Securities and Exchange Commission and the change in the Board of Directors shall take place 10 days after the filing of such form with the Securities and Exchange Commission.

Further to the terms of the acquisition agreement, the existing assets of the Company shall be transferred to James Durward or his assigns, the Company’s current director and President in exchange for the return to treasury by James Durward of fifteen million restricted shares of common stock of the Company.

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-12

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

In the fiscal years ended April 30, 2012 and 2011, there have been no changes in the Company’s accounting policies, nor have there been any disagreements with our accountants.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, under supervision and with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based upon this evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of April 30, 2012, because of the material weakness in our internal control over financial reporting (“ICFR”) described below, our disclosure controls and procedures were not effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that required information to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that required information to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 14d-14(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation and presentation. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of April 30, 2012. In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on its assessment, management concluded that, as of April 30, 2012, our internal control over financial reporting was not effective and that material weaknesses in ICFR existed as more fully described below.

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of April 30, 2012:

Lack of an independent audit committee or audit committee financial expert, and no independent directors. We do not have any members of the Board who are independent directors and we do not have an audit committee. These factors may be counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management;

Inadequate staffing and supervision within our bookkeeping operations. We have one consultant involved in bookkeeping functions, who provides two staff members. The relatively small number of people who are responsible for bookkeeping functions and the fact that they are from the same firm of consultants prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. This may result in a failure to detect errors in spreadsheets, calculations or assumptions used to compile the financial statements and related disclosures as filed with the SEC;

Outsourcing of our accounting operations. Because there are no employees in our administration, we have outsourced all of our accounting functions to an independent firm. The employees of this firm are managed by supervisors within the firm and are not answerable to the Company’s management. This is a material weakness because it could result in a disjunction between the accounting policies adopted by our Board of Directors and the accounting practices applied by the independent firm;

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

5)	Ineffective controls over period end financial disclosure and reporting processes.

Management's Remediation Initiatives

As of April 30, 2012, management assessed the effectiveness of our internal control over financial reporting. Based on that evaluation, it was concluded that during the period covered by this report, the internal controls and procedures were not effective due to deficiencies that existed in the design or operation of our internal controls over financial reporting. However, management believes these weaknesses did not have an effect on our financial results. During the course of their evaluation, we did not discover any fraud involving management or any other personnel who play a significant role in our disclosure controls and procedures or internal controls over financial reporting.

Due to a lack of financial and personnel resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses. We will not be able to do so until, if ever, we acquire sufficient financing and staff to do so. We will implement further controls as circumstances, cash flow, and working capital permits. Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Annual Report on Form 10-K for the period ended April 30, 2012, fairly presents our financial position, results of operations, and cash flows for the periods covered, as identified, in all material respects.

Management believes that the material weaknesses set forth above were the result of the scale of our operations and intrinsic to our small size. Management also believes that these weaknesses did not have an effect on our financial results.

We are committed to improving our financial organization. As part of this commitment, we will, as soon as funds are available to the Company (1) appoint outside directors to our board of directors sufficient to form an audit committee and who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; (2) create a position to segregate duties consistent with control objectives and to increase our personnel resources. We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary, and as funds allow.

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

Changes in Internal Control over Financial Reporting

During the period covered by this report, there were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

Directors, Executive Officers Promoters and Control Persons

The following table sets forth the name, age and position of each of the members of our board of directors, executive officers, and certain significant employees as of the fiscal year ending April 30, 2012.

Name	Age	Position	Term
James Durward	58	President, CEO and Director	From March 26, 2010 to present
Gordon Rix	55	Secretary Treasurer, CFO and Director	From March 26, 2010 to present

Mr. James Durward - Director, President, Chief Executive Officer

From March 2010 to date, Mr. Durward has been the President, CEO and Director of the Company. From October, 1999 until March, 2010 he was a Director and Officer of Unitech Energy Resources Inc. (“URX”) a Canadian company listed on the TSX Venture Exchange, a company which he founded. While associated with URX he was responsible for the general management, financing, and specification/design of URX’s proprietary LeadScan geological database system. From March 2, 2004 to March 21, 2007, Mr. Durward was also the president of LogSearch, Inc. (“LS”), a US reporting issuer that held US rights to the LeadScan system. From April 20, 2004 until February 2007 he was also the president of Emission Differentials Ltd. (“EDL”) a US reporting issuer developing an emissions credit trading concern. Both LS and EDL were sold at the respective dates of his departure.

Mr. Gordon Rix – Director, Chief Financial Operator, Secretary and Treasurer

For the past five years Mr. Rix has been involved in International Financial Services Management, serving in senior management roles with the Royal Bank of Canada from February, 2003 to March 2006, and Travelex Worldwide Money from April, 2006 to November, 2006, before joining Scotiabank in February, 2007 until the present, in his current role as Senior Manager Global Transaction Banking. Previously, Mr. Rix was involved in Financial Media Production as V.P. Producer with FreeRealTime.com and as General Manager, with a Film Distribution Company, MMC Video One Canada. Mr. Rix’s background in sales, marketing, and management has been supplemented by 25 years’ experience as a working Actor, Screenwriter and Producer. Mr. Rix is a currently active 20 year member of ACTRA, (the Alliance of Canadian Cinema, Television, and Radio Artists). Mr. Rix holds a Bachelor’s Degree in Economics and Communications from the University of Alberta in 1983.

Each director of the Company serves for a term of one year or until the successor is elected at the Company's annual shareholders' meeting and is qualified, subject to removal by the Company's shareholders. Each officer serves, at the pleasure of the board of directors, for a term of one year and until the successor is elected at the annual meeting of the board of directors and is qualified.

There are no family relationships among directors and executive officers. There are no arrangements or understandings between any director or executive officer and any other person(s) pursuant to which a director or executive officer was selected. Our executive officers are elected annually by our Board of Directors.

We know of no pending proceedings to which any director, member of senior management, or affiliate is either a party adverse to us, or has a material interest adverse to us.

None of our executive officers or directors within the last five years have been involved in any bankruptcy proceedings, been convicted in or has pending any criminal proceedings, been subject to any order, judgment or decree enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity or been found to have violated any federal, state or provincial securities or commodities law.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our Directors, executive officers, and stockholders holding more than 10% of our outstanding common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in beneficial ownership of our common stock. Executive officers, directors and greater-than-10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.

Based on a review of Forms 3, 4, and 5 and amendments thereto furnished to the registrant during its most recent fiscal year ending April 30, 2012, the following represents each person who did not file on a timely basis reports required by Section 16(a) of the Exchange Act:

Name	Reporting Person	Form 3/# of transactions	Form 4/# of transactions	Form 5/# of transactions
James Durward	10% stockholder and President, Chief Executive Officer and director.	N/A	Late/1	N/A

Code of Ethics

As of the date of this report, the Company has not adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Company intends to review and finalize the adoption of a code of ethics during the fiscal year ended April 30, 2012. Upon adoption, the Company will file a copy of its code of ethics with the Securities and Exchange Commission as an exhibit to its annual report for the period during which the code of ethics is adopted.

Nominating Committee

There have been no material changes to the procedures by which security holders may recommend nominees to the Company's board of directors.

Audit Committee

At this time, the Company is not required to have an audit committee. Further, since there are not sufficient independent members of the Board it is not feasible at this time to have an audit committee. The Board of Directors performs the same functions as an audit committee. The Board of Directors in performing its functions as an audit committee has determined that it does not have an audit committee financial expert.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information for the individuals who served as the senior executive officers of the Company during any portion of the last two fiscal years.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Fiscal Year ended April 30	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	All Other Compensation ($)	Total ($)
James Durward, President (CEO), Director	2012	-0-	-0-	-0-	-0-	7,000	7,000
James Durward, President (CEO), Director	2011	-0-	-0-	-0-	-0-	-0-	-0-
Gordon Rix, CFO, Secretary, Treasurer, Director	2012	-0-	-0-	-0-	-0-	-0-	-0-
Gordon Rix, CFO, Secretary, Treasurer, Director	2011	-0-	-0-	-0-	-0-	-0-	-0-

DIRECTOR COMPENSATION

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	All Other Compensation ($)	Total ($)
James Durward	-0-	-0-	-0-	-0-	-0-
Gordon Rix	-0-	-0-	-0-	-0-	-0-

During the most recent fiscal year, no directors were provided any compensation except as noted above or under Summary Compensation.

The Company has made no arrangements for the cash remuneration of its directors, except that they will be entitled to receive reimbursement for actual, demonstrable out-of-pocket expenses, including travel expenses, if any, made on the Company’s behalf. No remuneration has been paid to the Company’s officers or directors for services to date.

Compensation Committee

We do not currently have a compensation committee. The Company’s Executive Compensation is currently approved by the Board of Directors of the Company in the case of the Company’s Principal Executive Officer. For all other executive compensation contracts, the Principal Executive Officer will negotiate and approve the contracts and compensation.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership of Certain Beneficial Owners

The following table sets forth information, as of July 17, 2012, with respect to the beneficial ownership of the Company’s Common Stock by each person known by the Company to be the beneficial owner of more than 5% of the outstanding common stock. Information is also provided regarding beneficial ownership of common stock if all outstanding options, warrants, rights and conversion privileges (to which the applicable 5% stockholders have the right to exercise in the next 60 days) are exercised and additional shares of common stock are issued.

Title Of Class	Name And Address Of Beneficial Owner	Amount And Nature Of Beneficial Owner	Percent Of Class (1)
Common	James Durward, 3632-13 St SW, Calgary, Alberta, T2T 3R1	65,798,600 Common shares	73.11%

Security Ownership of Management

The following table shows, as of July 17, 2012, the shares of Fulucai Productions Ltd. Common Stock beneficially owned by each director (including each nominee), by each of the executive officers and by all directors and executive officers as a group. Information is also provided regarding beneficial ownership of common stock if all outstanding options, warrants, rights and conversion privileges (to which the applicable officers and directors have the right to exercise in the next 60 days) are exercised and additional shares of common stock are issued.

Title Of Class	Name Of Beneficial Owner	Amount And Nature Of Beneficial Ownership	Percent of Class (1)
Common	James Durward, President, CEO and director of Fulucai Productions Ltd.	65,000,000 common shares held directly and 798,600 Common shares held indirectly	73.11%
Common	Gordon Rix. Secretary, CFO, Director	0	0%
Common	All Officers and Directors as a group	65,798,600 Common shares, issued and exercisable	73.11%

Changes in Control

There were no changes in control during the fiscal year ended April 30, 2012.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Certain Relationships and Related Transactions

During the twelve month period ended April 30, 2012, the Company received invoices from Mr. Durward, a director and officer of the Company, totaling the amount of $47,295 (2011- $47,972) for costs related to video production, equipment, advances for payment of invoices received and general administration expenses paid by Mr. Durward on behalf of the Company. Further he invoiced the Company $7,000 for consulting services. The Company paid $49,238 in cash, leaving amount of $5,057 due and owing to Mr. Durward as accounts payable – related party as at April 30, 2012.

On October 14, 2011, the Company and its President, James Durward, entered into a Royalty Agreement whereby the Company has acquired all rights (“Rights”) to the intellectual property known as “All the Wrong Reasons” as registered with the Writer’s Guild of America Registration Number 1533357 (the “Production”). Mr. Durward will receive a 20% gross overriding royalty on any and all worldwide revenues generated by, or derived from, the Production.

Review, Approval or Ratification of Transactions with Related Persons

The Company does not currently have any written policies and procedures for the review, approval or ratification of any transactions with related persons.

Promoters and Certain Control Persons

None

Parents

There are no parents of the Company

Director Independence

As of the date of this Annual Report, we have no independent directors.

The Company has developed the following categorical standards for determining the materiality of relationships that the Directors may have with the Company. A Director shall not be deemed to have a material relationship with the Company that impairs the Director's independence as a result of any of the following relationships:

the Director is an officer or other person holding a salaried position of an entity (other than a principal, equity partner or member of such entity) that provides professional services to the Company and the amount of all payments from the Company to such entity during the most recently completed fiscal year was less than two percent of such entity’s consolidated gross revenues;

2.	the Director is the beneficial owner of less than five (5%) per cent of the outstanding equity interests of an entity that does business with the Company;

the Director is an executive officer of a civic, charitable or cultural institution that received less than the greater of one million ($1,000,000) dollars or two (2%) per cent of its consolidated gross revenues, as such term is construed by the New York Stock Exchange for purposes of Section 303A.02(b)(v) of the Corporate Governance Standards, from the Company for each of the last three (3) fiscal years;

the Director is an officer of an entity that is indebted to the Company, or to which the Company is indebted, and the total amount of either the Company's or the business entity's indebtedness is less than three (3%) per cent of the total consolidated assets of such entity as of the end of the previous fiscal year; and

5.	the Director obtained products or services from the Company on terms generally available to customers of the Company for such products or services. The Board retains the sole right to interpret and apply the foregoing standards in determining the materiality of any relationship.

The Board shall undertake an annual review of the independence of all non-management Directors. To enable the Board to evaluate each non-management Director, in advance of the meeting at which the review occurs, each non-management Director shall provide the Board with full information regarding the Director’s business and other relationships with the Company, its affiliates and senior management.

Directors must inform the Board whenever there are any material changes in their circumstances or relationships that could affect their independence, including all business relationships between a Director and the Company, its affiliates, or members of senior management, whether or not such business relationships would be deemed not to be material under any of the categorical standards set forth above. Following the receipt of such information, the Board shall re-evaluate the Director's independence.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the fees billed to the Company for professional services rendered by the Company's principal accountant, for the year ended April 30, 2012 and 2011:

Services	2012 $	2011 $
Audit fees	4,500	3,500
Audit related fees	4,500	5,220
Tax fees	500	500
Total fees	9,500	9,220

Audit fees consist of fees for the audit of the Company's annual financial statements or services that are normally provided in connection with the statutory and regulatory filings of the annual financial statements.

Audit-related services include the review of the Company's financial statements and quarterly reports that are not reported as Audit fees.

Tax fees included tax planning and various taxation matters.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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 Octacation 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
10.6	Executed Royalty Agreement between the Company and James Durward, dated October 14, 2011 granting a twenty percent (20%) royalty with respect to worldwide revenues generated from the intellectual property known as “All the Wrong Reasons”.		Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on October 18, 2011.
10.7	Assignment Agreement between the Company and SFT Diversified Global LLC dated April 4, 2012.		Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on April 11, 2012.
10.8	Acquisition Agreement dated June 29, 2012 between the Company and Equine Venture Group Inc. and Jennifer Serek		Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on July 6, 2012.
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

Financial Statements

The following consolidated financial statements of the Company are filed as part of this Annual Report on Form 10-K as follows:

Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets	F-3
Statements of Operations	F-4
Statement of Changes in Shareholders’ Equity (Deficit)	F-5
Statements of Cash Flows	F-6
Notes to the Financial Statements	F-7 to F-12

All other schedules have been omitted because they are not applicable, not required under the instructions, or the information requested is set forth in the financial statements or related notes thereto.

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:	July 27, 2012	By:	/s/ James Durward
		Name:	James Durward
		Title:	President and Principal Executive Officer

Date:	July 27, 2012	By:	/s/ Gordon Rix
		Name:	Gordon Rix
		Title:	Chief Financial Officer and Principal Accounting Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated, who constitute the entire board of directors:

Date:	July 27 , 2012	By:	/s/ James Durward
		Name:	James Durward
		Title:	President and Member of the Board of Directors

Date:	July 27, 2012	By:	/s/ Gordon Rix
		Name:	Gordon Rix
		Title:	Secretary – Treasurer and Member of the Board of Directors

Attached files

Fulucai Productions Ltd. Reports

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