UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 2010
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________.
Commission file number 000-53812
GIDDY-UP PRODUCTIONS, INC.
(Exact name of registrant as specified in its charter)
Nevada | 20-8-182 | |
(State or Other Jurisdiction of Incorporation of Organization) | (I.R.S. Employer Identification No.) | |
409 – 903 19th Avenue SW, Calgary, Alberta, T2T OH8 | 403-399-6402 | |
(Address of principal executive offices) (ZIP Code) | (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. &nb sp;Yes [ ] No [ 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 [ ] No [ 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 shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ x ] No [ ]
Indicate by check mark 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. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | Non-accelerated filer o | Accelerated filer o | Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes [ x ] No [ ]
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, as of the last business day of the registrant’s most recently completed second fiscal quarter: $0.
Number of common shares outstanding at November 10, 2010: 9,116,978
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TABLE OF CONTENTS
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All dollar amounts refer to US dollars unless otherwise indicated.
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We believe that we should be able to secure recognizable talent based on the attractiveness of the screenplay but we may also offer, as an added incentive, grants of our stock or options to acquire our stock. We will then secure the financing to produce the movie and make it available for distribution. The financing may come from federal and provincial governments, financial institutions, lenders with profit participat ion, advances from distribution companies, accredited investors or a combination of outside sources.
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By developing a film project to this advanced stage, we believe that we will be able to maximize our leverage in negotiating production and financing arrangements. Nevertheless, there may be situations when we may benefit from financial assistance at an earlier stage. These occasions may be necessary as a result of lengthy development of a screenplay, the desirability of commissioning a screenplay by a highly paid writer, the acquisition of an expensive underlying work, or a significant financial commitment to a director or star.
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We al so plan to enter into co-productions with experienced and qualified production companies in order to become a consistent supplier of motion pictures to distributors in the world markets. With dependable and consistent delivery of product to these markets, we believe that distribution arrangements can be structured that will be equivalent to the arrangements made by major studios. We do not want to relinquish control of our productions, so we intend to provide up to 50% of the required funds. We may obtain our portion of the production costs from third parties in the form of debt financing, profit participation or such financing, and as such, we may be required to relinquish control of the project. If we lose control of the project then we will likely be unable to influence the production, sale, distribution or licensing of the film.
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In order to be competitive, we intend to create independent motion pictures of aesthetic and narrative quality comparable to the major film studios that appeal to a wide range of public taste both in the United States and abroad. By producing our films in Canada we believe that we will be able to significantly reduce production costs, and thereby offer our films to distributors at extremely competitive pricing. We plan to be very selective when developing screenplays. We plan to produce our motion pictures efficiently, by e mploying talented and established professionals with experience in the industry. Also, we plan on exploiting all methods of distribution available to motion pictures.
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 pictures under the laws of the applicable jurisdictions. Motion picture piracy is an industry-wide problem. Our 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.
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 Canada and the United States, 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.
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Motion picture piracy is an international as wel l 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 exploita tion 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.
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We will not engage in the production of X-rated material. We plan to make motion pictures that appeal to the tastes of the vast majority of the movie-going public. We plan to produce our motion pictures so there will be no material restrictions on exhibition in any major market or media. This policy may require production of "cover" shots or different photography and recording of certain scenes for insertion in versions of a motion picture exhibited on television or theatrically in certain territories.
Theatrical distribution of motion pictures, in a number of states and certain jurisdictions, is subject to provisions of trade pract ice laws passed in those jurisdictions. These laws generally seek to eliminate the practice known as "blind bidding" and prohibit the licensing of films unless theater owners are invited to attend screenings of the film first. In certain instances, these laws also prohibit payment of advances and guarantees to film distributors by exhibitors.
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. Str ikes 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 determinable.
Not applicable to smaller reporting companies.
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Item 1B. Unresolved Staff Comments.
Item 4. Submission of Matters to a Vote of Security Holders.
As of November 10, 2010 there were 57 owners of record of our common stock.
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As of August 31, 2010, we did not have any equity compensation plans.
Recent Sales of Unregistered Securities
Item 6. Selected Financial Data.
Not applicable to smaller reporting companies.
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Our results of operations are summarized below:
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Liquidity and Capital Resources
Off-Balance Sheet Arrangements
The effect of inflation on our revenue and operating results has not been significant.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not Applicable to smaller reporting companies.
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&nb sp; |
Item 8. Financial Statements and Supplementary Data.
(Expressed in United States dollars)
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Chartered Accountants
606 – 815 Hornby Street
Vancouver, B.C, V6Z 2E6
Tel: 604-687-3776
Fax: 604-688-3373
E-mail: info@changleellp.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Giddy-up Productions, Inc.
(A development stage company)
We have audited the accompanying balance sheets of Giddy-up Productions, Inc. (a development stage company) as at August 31, 2010 and 2009 and the related statements of stockholders’ equity, operations and comprehensive loss and cash flows for the years ended, and the period cumulative from August 30, 2007 (date of inception) to August 31, 2010. 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 audits.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. 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 audit provides 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 the Company as at August 31, 2010 and 2009 and the results of its operations and its cash flows for the years ended and the period cumulative from August 30, 2007 (date of inception) to August 31, 2010, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company incurred losses from operations since inception, has not attained profitable operations and is dependent upon obtaining adequate financing to fulfill its operation activities. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Vancouver, Canada | |
November 3, 2010 | Chartered Accountants |
F-1
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(A development stage company) |
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Balance Sheets August 31 |
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(Expressed in U.S. Dollars) |
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| 2010 |
| 2009 | |||||
ASSETS |
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Current |
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Cash and cash equivalents | $ | 17,324 | $ | 316 | |||||
Other receivable |
| - |
| 27,193 | |||||
Prepaid expenses |
| - |
| 1,706 | |||||
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| 17,324 |
| 29,215 | |||||
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Film Property (Note 3) |
| - |
| - | |||||
Website Development Costs, net of amortization of $19,804 (2009 - $11,260) |
| 353 |
| 8,898 | |||||
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Total assets | $ | 17,677 | $ | 38,113 | |||||
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) |
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Liabilities |
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Current |
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Accounts payable and accrued liabilities |
| 1,151 |
| 9,503 | |||||
Due to related parties (Note 4) |
| 165,584 |
| 44,902 | |||||
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Total liabilities |
| 166,735 |
| 54,405 | |||||
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Stockholders' Equity (Deficiency) |
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Share capital (Note 5) |
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Authorized: |
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100,000,000 preferred shares, par value $0.0001 |
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100,000,000 common shares, par value $0.0001 |
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Issued and outstanding: |
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Nil preferred shares |
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9,116,978 common shares |
| 912 |
| 810 | |||||
Additional paid-in capital |
| 112,099 |
| 10,503 | |||||
Share subscriptions received |
| - |
| ; 101,698 | |||||
(Deficit) accumulated during the development stage |
| (262,069) |
| (129,303) | |||||
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Total stockholders' equit y (deficiency) |
| (149,058) |
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Total liabilities and stockholders' equity (deficiency) | $ | 17,677 | $ | 38,113 |
The accompanying notes are an integral part of these financial statements.
F-2
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(A development stage company)
Statements of Stockholders' Equity
For the period from August 30, 2007 (inception) to August 31, 2010
(Expressed in U.S. Dollars)
The accompanying notes are an integral part of these financial statements.
F-3
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The accompanying notes are an integral part of these financial statements.
F-4
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&nbs p; |
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GIDDY-UP PRODUCTIONS, INC. |
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(A development stage company) |
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Statements of Cash Flows |
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(Expressed in U.S. Dollars) |
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| August 31, 2009 |
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Cash flows from (used in) operating activities |
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Loss for the period | $ | (132,766) | $ | (73,876) | $ | (262,069) | ||||
Adjustments to reconcile net loss to net cash |
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used in operating activities: |
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- Amortization |
| 8,544 |
| 5,991 |
| 19,805 | ||||
- Extra-ordinary gain |
| - |
| (29,187) |
| (29,187) | ||||
- Interest on promissory notes |
| - |
| (402) |
| - | ||||
- Salaries and benefits |
| 78,000 |
| - |
| - | ||||
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Changes in non-cash working capital items: |
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- prepaid expense and deposit |
| 1,706 |
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| - | ||||
- other receivable |
| 27,193 |
| 10,000 |
| 37,193 | ||||
- accounts payable and accrued liabilities |
| (5,438) |
| 2,590 |
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Cash flows (used in) investing activities |
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Website development costs |
| (2,913) |
| - |
| (20,158) | ||||
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Cash flows from (used in) financing activities |
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Proceeds from share issuance |
| 101,698 |
| - |
| 101,698 | ||||
Share subscriptions received |
| (101,698) |
| 96,310 |
| - | ||||
Promissory note – related party |
| - |
| (10,000) |
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Due to related parties |
| 42,682 |
| 378 |
| 90,391 | ||||
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| 42,682 |
| 86,688 |
| 192,089 | ||||
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Increase in cash and cash equivalents |
| 17,008 |
| 98 |
| 17,324 | ||||
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Cash and cash equivalents, beginning of period |
| 316 |
| 218 |
| - | ||||
Cash and cash equivalents, end of period | $ | 17,324 | $ | 316 | $ | 17,324 | ||||
Supplemental disclosures of cash flow information: |
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Interest expenses paid in cash | $ | - | $ | 402 | $ | 402 | ||||
Income taxes paid in cash | $ | - | $ | - | $ | - | ||||
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The accompanying notes are an integral part of these financial statements.
F-5
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GIDDY-UP PRODUCTIONS, INC. | |
(A development stage company) | |
Notes to the Financial Statements | |
For the period from August 30, 2007 (inception) to August 31, 2010 |
1. INCORPORATION AND CONTINUANCE OF OPERATIONS
Giddy-up Productions, Inc. was formed on August 30, 2007 under the laws of the State of Nevada. We have not commenced our planned principal operations, producing motion pictures. &nbs p;We are considered as a development stage company as defined in ASC 915 “Accounting and Reporting for Development Stage Enterprises”. We have an office in Calgary, Alberta. The Company’s fiscal year end is August 31.
These financial statements have been prepared in accordance with U.S. generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. We have incurred operating losses and require additional funds to maintain our operations. Management’s plans in this regard are to raise equity financing as required.
These conditions raise substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments that might result from this uncertainty.
We have not generated any operating revenues to date.
2. SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased. As at August 31, 2010 and 2009, cash and cash equivalents consist of only cash.
Accounting Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the &n bsp;reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions.
Advertising Expenses
We expense advertising costs as incurred. Total advertising expenses for the year ended August 31, 2010 were $ Nil (2009 - $ 4,003).
F-6
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Loss Per Share
Loss per share is computed using the weighted average number of shares outstanding during the period. We have adopted ASC 260, "Earnings Per Share". Diluted loss per share for fiscal years 2010 and 2009 is equivalent to basic loss per share as there was no potential dilutive equity instruments.
The Company adopted ASC 260-10-45-61A which addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and affects entities that accrue cash dividends on share-based payment awards during the awards’ service period when the dividends do not need to be returned if the employees forfeit the awards. ASC 260-10-45-61A states that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in undistributed earnings with common shareholders and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method. The adoption of ASC 260-10-45-61A did not have a material impact on the Company’s financial statements.
Concentration of Credit Risk
We place our cash and cash equivalents with high credit quality financial institutions. As of August 31, 2010, we had $ 17,324 (2009 - $ 316) in a bank and $nil beyond insured limits.
Foreign Currency Transactions
We are located and operating outside of the United States of America. We maintain our accounting records in U.S. Dollars, as follows:
At the transaction date, each asset, liability, revenue and expense is translated into U.S. dollars by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities are re-measured by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations.
Fair Value of Financial Instruments
The estimated fair values for financial instruments under ASC 825, Financial Instruments, are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The estimated fair value of the Company’s financial instruments includes cash and cash equivalents, other receivable, accounts payable and accrued liabilities and due to related parties. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.
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The Company adopted ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. &nbs p;The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:
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Level one – Quoted market prices in active markets for identical assets or liabilities;
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Level two – Inputs other than level one inputs that are either directly or indirectly observable; and
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Level three – Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.
The following table presents financial assets and liabilities measured at fair value on a recurring basis as of August 31, 2010:
| Level 1 | Level 2 | Level 3 | August 31, 2010 | August 31, 2009 |
Cash | $ 17,324 | $ - | $ - | $ 17,324 | $ 316 |
Total | $ 17,324 | $ &n bsp; - | $ - | $ 17,324 | $ 316 |
The adoption of ASC 820 has no material effect on the Company’s financial position or results of operations. The book values of cash and cash equivalents, other receivable, accounts payable and accrued liabilities and due to related parties approximate their respective fair values due to the short-term nature of these instruments. The Company has no assets or liabilities that are measured at fair value on a recurring basis. There were no assets or liabilities measured at fair value on a non-recurring basis during the year ended August 31, 2010 and 2009.
Income Taxes
We adopted ASC 740, Income Taxes, which requires us to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in our financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.
Stock-Based Compensation
The Company adopted ASC 718, Compensation – Stock-Based Compensation, to account for its stock options and similar equity instruments issued. Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. ASC 718 requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.
W e did not grant any stock options during the year ended August 31, 2010 and 2009.
F-8
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Comprehensive Income
We adopted ASC 220, Comprehensive Income, which establishes standards for reporting and disp lay of comprehensive income, its components and accumulated balances. We are disclosing this information on our Statement of Stockholders' Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. We have no elements of "other comprehensive income” for the year ended August 31, 2010 and 2009.
Film Property and Screenplay Rights
The Company capitalized costs it incurs to buy film or transcripts that will later be marketed or be used in the production of films according to ASC 926, Entertainment – Films. The Company will begin amortization of capitalized film cost when a film is released and it begins to recognize revenue from the film.
Accounting for Derivative Instruments and Hedging Activities
We adopted ASC 815, Derivatives and Hedging, which requires companies to recognize all derivative contracts as either assets or liabilities in the balance sheet and to measure them at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain and loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.
We have not entered into derivative contracts either to hedge existing risks or for speculative purposes since inception.
Long-Lived Assets Impairment
Our long-term assets are reviewed when changes in circumstances require as to whether their carrying value has become impaired, pursuant to guidance established in ASC 360, Property, Plant and Equipment. Management considers assets to be impaired if the carrying value exceeds the future projected cash flows from the related operations (undiscounted and without interest charges). If impairment is deemed to exist, the assets will be written down to fair value.
Website Development Costs
W ebsite development costs are for the development of the Company's Internet website. These costs have been capitalized when acquired and installed, and are being amortized over its estimated useful life of three years on a straight line basis. The Company accounts for these costs in accordance with ASC 350, Intangibles, which specifies the appropriate accounting for costs incurred in connection with the development and maintenance of websites. Amortization expense amounts to $8,544 for the year ended August 31, 2010 (2009 - $5,991).
F-9
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Newly Adopted Accounting Pronouncements
In June 2009, the FASB issued guidance now codified as ASC 105, Generally Accepted Accounting Principles, as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 did not have a material impact on the Company’s finan cial statements, but did eliminate references to pre-codification standards.
In December 2007, the FASB issued new requirements which established accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary, which are included in ASC 810 and are effective for fiscal years beginning on or after December 15, 2008, and for interim periods within such fiscal years. The Company adopted these provisions effective September 1, 2009, which did not have a material impact on its financial statements.
In December 2007, the FASB issued Business Combinations under ASC 805. This statement requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date to be measured at their fair value as of that date. An acquir er is required to recognize assets or liabilities arising from all other contingencies (contractual contingencies) as of the acquisition date, measured at their acquisition-date fair values, only if it is more likely than not that they meet the definition of an asset or a liability in FASB Concepts Statement No. 6, Elements of Financial Statements. Any acquisition-related costs are to be expensed instead of capitalized. The Company adopted ASC 805 on September 1, 2009 and the impact will depend on future acquisitions at the time.
In February 2008, the FASB issued Fair Value Measurements and Disclosures under ASC 820-10, which deferred the effective date of fair value measurement for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in an entity’s financial statements on a recurring basis, at least annually. There was no impact when the Company adopted for these no nfinancial assets and nonfinancial liabilities on September 1, 2009. These assets and liabilities are measured at fair value on an ongoing basis but are reported at fair value only in certain circumstances.
In March 2008, FASB issued ASC 815-10 (prior authoritative literature: SFAS 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133). ASC 815-10 requires enhanced disclosures about an entity’s derivative and hedging activities. ASC 815-10 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 with early application encouraged. The Company adopted ASC 815-10 on September 1, 2009. The adoption of this ASC did not have a material impact on the Company’s financial position or results of operations.
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In April 2008, the FASB issued FSP FAS No. 142-3, Determination of the Useful Life of Intangible Assets , as codified in ASC subtopic 350-30, Intangibles — Goodwill and Other: General Intangibles Other than Goodwill (ASC 3 50-30) and ASC topic 275, Risks and Uncertainties (ASC 275), which amends the factors that must be considered in developing renewal or extension assumptions used to determine the useful life over which to amortize the cost of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets , as codified in ASC topic 350, Intangibles Goodwill and Other (ASC 350). ASC 350-30 requires an entity to consider its own assumptions about renewal or extension of the term of the arrangement, consistent with its expected use of the asset, and is an attempt to improve consistency between the useful life of a recognized intangible asset under ASC 350 and the period of expected cash flows used to measure the fair value of the asset under ASC 805, Business Combinations. The Company adopted ASC 350-30 on September 1, 2009. The adoption of ASC 350-30 did not have a material impact on the Company’s financial position or results of operations.
Recent Accounting Pronouncements
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Item 9A. Controls and Procedures.
Not applicable to smaller reporting companies.
Item 9A(T). Controls and Procedures.
The recommendations to remediate these deficiencies are as follows:
Obtain quotes for prevention and detection software in order to protect against fraud.
Item 10. Directors, Executive Office rs and Corporate Governance.
Section 16(a) Beneficial Ownership Compliance Reporting
Item 11. Executive Compensation.
Pension, Retirement or Similar Benefit Plans
The following table sets forth the ownership, as of November 10, 2010, of our common stock by each of our directors, and by all executive officers and directors as a group, and by each person known to us who is the beneficial owner of more than 5% of any class of our securities. As of November 10, 2010, there were 9,116,978 common shares issued and outstanding. All persons named have sole voting and investment power with respect to the shares, except as otherwise noted. The number of shares described below includes shares which the beneficial owner described has the right to acquire within 60 days of the date of this Annual Report.
Title of Class | Name and Address of | Amount and | Percent of |
Common | Zoltan Nagy (1) | 8,000,000 | 87.7% |
| All Officers and Director s as a Group | 8,000,000 | 87.7% |
(1)
Zoltan Nagy is our director, President and Chief Executive Officer, Secretary and Treasurer.
We have an employment agreement with Zoltan Nagy whereby he acts as our President, Chief Executive Officer, Chief Financial Officer, Principal and Chief Accounting Officer, Secretary and Treasurer for a salary o f $6,500 per month. We made no grants of stock options or stock appreciation rights since our inception to August 31, 2010.
We do not have any compensation plans, plans (including individual compensation arrangements) under which equity securities of the registrant are authorized for issuance.
Changes in Control
There are currently no arrangements which would result in a change in control of us.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Except as indicated herein, there have been no re lated party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.
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Director Independence
Our director, Zoltan Nagy does not meet any of the definitions for independent directors. Once we engage further directors and officers, we intend to develop a definition of independence and scrutinize our Board of Directors with regard to this definition.
Item 14. Principal Accounting Fees and Services.
Audit, Audit-Related and Non-Audit Fees
The following table represents fees for the professional audit services and fees billed for other services rendered by our current auditors, Chang Lee LLP, for the audit of our annual financial statements for the years ended August 31, 2010 and August 31, 2009 and any other fees billed for other services rendered Chang Lee LLP during that period.
Description of Service | Fees (September 1, 2009 to August 31, 2010) ($) | Fees (September 1, 2008 to August 31, 2009) ($) |
Audit fees | 8,715 | 8,300 |
Audit-related fees | 11,225 | 6,600 |
Tax fees | Nil | Nil |
All other fees | Nil | Nil |
Total | 19,940 | 14,800 |
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) (1) Financial Statements
See “Index to Financial Statements” set forth on page F-1.
(a) (2) Financial Statement Schedules
None. The financial statement schedules are omitted because they are inapplicable or the requested information is shown in our financial statements or related notes thereto.
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EXHIBIT DESCRIPTION
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
| Giddy-up Productions, Inc. |
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| By: /s/ Zoltan Nagy |
Date: November 16, 2010 | Zoltan Nagy |
| ; President, Chief Executive Officer |
| Chief Financial Officer, Director, Secretary, Treasurer |
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Pursuant to the requirements of 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.
Signature | Title | Date |
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/s/ Zoltan Nagy | President, Chief Executive | November 16, 2010 |
Zoltan Nagy | Officer, Chief Financial Officer, Director, Secretary, Treasurer |
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