Independent Film Development 10Q 2012 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q




x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the Quarterly Period Ended March 31, 2012

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From to

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INDEPENDENT FILM DEVELOPMENT CORPORATION

(Name of small business issuer specified in its charter)




Nevada	56-2676759
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

6399 Wilshire Blvd., Suite 507, Los Angeles, CA	90048
(Address of principal executive offices)	(Zip Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)
Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, a non–accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Section 12b-2 of the Exchange Act.




Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

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

As of May 18, 2012, the issuer had 25,470,991 shares of common stock outstanding.

Transitional Small Business Disclosure Format: Yes ¨ No x

Independent Film Development Corporation

(a Development Stage Company)

FORM 10-Q

For the Quarterly Period Ended March 31, 2012

INDEX



PART I	Financial Information	4
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	25
Item 4.	Controls and Procedures	25

PART II	Other Information	27
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Submission of Matters to a Vote of Security Holders	31
Item 5.	Other Information	31
Item 6.	Exhibits	32
Signatures		33

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements




Independent Film Development Corporation
(a Development Stage Company)
Balance Sheets


		March 31, 2012		September 30, 2011
		(Unaudited)		(Restated)
ASSETS

Cash	$	1,860	$	5,222
Total Current Assets		1,860		5,222

Other Assets
Website property, net of accumulated amortization		345,014		350,000
Total Assets	$	346,874	$	355,222
LIABILITIES AND STOCKHOLERS' EQUITY (DEFICIT)

Current Liabilities
Accounts payable	$	11,092	$	18,228
Accounts payable, related party		23,970		25,270
Accrued expenses		30,104		8,824
Accrued officer compensation		279,466		218,450
Advances from officers		7,819		7,837
Due to a related party		440		790
Derivative liability		234,902		116,504
Convertible debentures (net of discount of $139,421 and $55,998, respectively) (see Note 5)		303,629		309,002
Total Liabilities		891,422		704,905

Stockholders' Equity (Deficit)
Common stock, $.0001 par value, 485,000,000
shares authorized, 24,570,991 and 24,120,991 issued and outstanding, respectively		2,457		2,412
Preferred Stock, $.0001 par value, 15,000,0000 shares authorized, none issued and outstanding		-		-
Additional paid in capital		3,005,303		2,826,660
Common stock subscribed		732,000		779,000
Deficit accumulated during development stage		(4,284,308)		(3,957,755)
Total Stockholders' Equity (Deficit)		(544,548)		(349,683)
Total Liabilities and Stockholders' Equity (Deficit)	$	346,874	$	355,222

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



Independent Film Development Corporation (a Development Stage Company) Statements of Operations (Unaudited)
		For the Six Months Ended				For the Three Months Ended				September 14, 2007
		March 31,				March 31,				(inception) through
		2012		2011		2012		2011		March 31, 2012

Investment income	$	-	$	-	$	-	$	-	$	-

Total income		-		-		-		-		-

Operating Expenses:
Officer compensation		150,976		576,500		75,976		575,500		973,476
Professional fees		48,636		184,400		21,811		183,850		483,893
Director fees		-		38,000		-		38,000		38,000
Bad debt expense for stock subscription receivable		-		-		-		-		70,365
General and administrative		9,498		2,879		7,067		12		2,531,801
Total operating expenses		209,110		801,779		104,854		797,362		4,097,535
Loss from operations		(209,110)		(801,779)		(104,854)		(797,362)		(4,097,535)

Other income and (expense):
Interest expense		(60,857)		-		(35,128)		-		(79,197)
Gain (loss) on derivative liability		(56,586)		-		(49,195)		-		(107,576)
Total other expense		(117,443)		-		(84,323)		-		(186,773)

Net loss	$	(326,553)	$	(801,779)	$	(189,177)	$	(797,362)	$	(4,284,308)

Loss per share
Basic and diluted	$	(0.01)	$	(0.03)	$	(0.01)	$	(0.03)

Weighted average shares
outstanding basic and diluted		24,182,466		22,986,738		24,244,617		22,817,309

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




Independent Film Development Corporation
(a Development Stage Company)
Statement of Stockholders’ Equity (Deficit)

	Number of Shares Outstanding		Common Stock at Par Value		Paid in Capital		Deficit Accumulated During Development		Common Stock Subscribed		Stock Subscription Receivable		Total

Beginning balance	-	$	-	$	-	$	-	$	-	$	-	$	-
Stock issued for cash	125		-		500		-		-		-		500
Balance at September 30, 2007	125		-		500		-		-		-		500
Stock issued for cash	18,492		2		35,940		-		-		-		35,942
Net loss for the year ended September 30, 2008	-		-		-		(33,413)		-		-		(33,413)
Balance at September 30, 2008	18,617		2		36,440		(33,413)		-		-		3,029
Stock issued for cash	34,803		3		109,997		-		-		(85,000)		25,000
Stock issued for compensation	22,300,000		2,230		2,227,770		-		-		-		2,230,000
Net loss for year ended September 30, 2009	-		-		-		(2,258,311)		-		-		(2,258,311)
Balance at September 30, 2009	22,353,420		2,235		2,374,207		(2,291,724)		-		(85,000)		(282)
Stock issued for cash	626,571		63		197,032		-		-		-		197,095
Stock issued for compensation	4,000		-		2,000		-		-		-		2,000
Stock subscription receivable	-		-		-		-		-		22,660		22,660
Net loss for year ended September 30, 2010	-		-		-		(217,881)		-		-		(217,881)
Balance at September 30, 2010	22,983,991		2,298		2,573,239		(2,509,605)		-		(62,340)		3,592
Stock for other services	556,000		56		211,224		-		171,000		-		382,280
Stock for officer compensation	-		-		-		-		570,000		-		570,000



Stock for Director fees	-		-		-		-		38,000		-		38,000
Stock issued for cash	575,000		57		39,918		-		-		(8,025)		31,950
Common stock issued for lock up agreement	6,000		1		2,279		-		-		-		2,280
Write off of stock subscription receivable	-		-		-		-		-		70,365		70,365
Net loss for the year ended September 30, 2011	-		-		-		(1,448,150)		-		-		(1,448,150)
Balance at September 30, 2011	24,120,991		2,412		2,826,660		(3,957,755)		779,000		-		(349,683)
Write off of stock payable (unaudited)	-		-		95,000		-		(95,000)				-
Stock for officer compensation (unaudited)	-		-		-		-		25,500		-		25,500
Settlement of derivative liability (unaudited)	-		-		61,188		-		-		-		61,188
Stock issued in conversion of note payable (unaudited)	450,000		45		22,455		-		22,500		-		45,000
Net loss for the period ended March 31, 2012 (unaudited)	-		-		-		(326,553)		-		-		(326,553)
Balance at March 31, 2012 (unaudited)	24,570,991	$	2,457	$	3,005,303	$	(4,284,308)	$	732,000	$	-	$	(544,548)

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


Independent Film Development Corporation
(a Development Stage Company)
Statements of Cash Flows
(Unaudited)

	For the Six Months Ended					September 14, 2007
	March 31,					(inception) through
	2012		2011			March 31, 2012
Cash flows from operating activities:
Net loss	$	(326,553)	$	(801,779)	$	(4,284,308)
Adjustments to reconcile net loss to total cash used in operations:
Common stock for compensation		25,500		570,000		2,827,500
Common stock for other services		-		171,000		384,560
Common stock for Director's fees		-		38,000		38,000
Amortization expense		4,986		-		4,986
(Gain) loss on derivative liability		56,586		-		107,576
Bad debt expense for stock subscription receivable		-		-		70,365
Debt discount amortization		39,577		-		49,093
Change in assets and liabilities:
Increase (decrease) in accounts payable		(7,136)		12,850		11,092
Increase in accounts payable, related party		(1,300)		-		23,970
Increase in accrued expenses		21,280		-		30,104
Increase in accrued compensation		61,016		-		279,466
Net cash used in operating activities		(126,044)		(9,929)		(457,596)

Cash flows from investing activities		-		-		-

Cash flows from financing activities:
Proceeds/payments on loan, related party		(350)		500		440
Proceeds from debentures		123,050		-		138,050
Proceeds from subscriptions receivable		-		-		22,660
Advances from officers		125		-		7,962
Payments to officers		(143)		-		(143)
Proceeds from the sale of common stock		-		19,975		290,487
Net cash provided by financing activities		122,682		20,475		459,456
Net increase (decrease) in cash		(3,362)		10,546		1,860
Cash at beginning of period		5,222		3,882		-
Cash at end of period	$	1,860	$	14,428	$	1,860

Cash paid for:
Interest	$	-	$	-	$	-
Taxes	$	-	$	-	$	-
Supplemental disclosure of non cash activities
Website property acquired with convertible debenture	$	-	$	-	$	350,000
Common stock issued for conversion of debt	$	45,000	$	-	$	45,000
Settlement of derivative liability	$	61,188	$	-	$	61,188
Debt discount on convertible notes payable	$	123,000	$	-	$	188,514
Forgiveness of stock payable	$	95,000	$		$	95,000

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

Independent Film Development Corporation

(A Development Stage Company)

Notes to Financial Statements

March 31, 2012

(Unaudited)

NOTE 1: HISTORY OF OPERATIONS

Business Activity

Independent Film Development Corporation was incorporated in the State of Nevada on September 14, 2007. Effective April 24, 2008 we commenced operating as a Business Development Company ("BDC") under Section 54(a) of the Investment Company Act of 1940 ("1940 Act"). On September 30, 2009, our board of directors elected to cease operating as a BDC.

Our current plan of operations is to acquire and develop independent films for production, sales and distribution, with a goal toward significant partnerships with mini-major and the major film studios, such as Lionsgate and Sony, while simultaneously emulating those companies’ recipes for success.

The Company is in the development stage as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities.”

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

Preparation of Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto, which are included in the Company’s Annual Report on form 10-K, as amended, previously filed with the Commission.

The unaudited interim financial statements should be read in conjunction with the Company’s annual report on Form 10-K, as amended, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the fiscal year ended September 30, 2011. The interim results for the six months ended March 31, 2012 are not necessarily indicative of the results for the full fiscal year.

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. There were no cash equivalents as of March 31, 2012 and September 30, 2011.

Stock Based Compensation

We account for equity instruments issued in exchange for the receipt of goods or services from non-employees. Costs are measured at the fair market value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of the date on which there first exists a firm commitment for performance by the provider of goods or services or on the date performance is complete. The Company recognizes the fair value of the equity instruments issued that result in an asset or expense being recorded by the company, in the same period(s) and in the same manner, as if the Company has paid cash for the goods or services.

Use of Estimates

The presentation 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 disclosures 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 these estimates.

Fair Value of Financial Instruments

The carrying amount of cash, notes receivable, accounts payable, accrued liabilities and notes payable, as applicable, approximates fair value due to the short-term nature of these items. The fair value of the related party notes payable cannot be determined because of the Company's affiliation with the parties with whom the agreements exist. The use of different assumptions or methodologies may have a material effect on the estimates of fair values.

ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

· Level 1: Observable inputs such as quoted prices in active markets;

· Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

· Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

The following table presents assets and liabilities that are measured and recognized at fair value as of September 30, 2011 and March 31, 2012 on a recurring basis:

September 30, 2011


Description	Level 1		Level 2		Level 3		Total Gains and (Losses)
Derivative		-		-		(116,504)		(50,990)
Total	$	-	$	-	$	(116,504)	$	(50,990)

March 31, 2012


Description	Level 1		Level 2		Level 3		Total Gains and (Losses)
Derivative		-		-		(234,902)		56,586
Total	$	-	$	-	$	(234,902)	$	56,586

Long Lived Assets

Long lived assets are carried at cost and amortized over their estimated useful lives, generally on a straight-line basis. The Company reviews identifiable amortizable assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value.

Income Taxes

Accounting Standards Codification Topic No. 740 “Income Taxes” (ASC 740) requires the asset and liability method of accounting be used for income taxes. Under the asset and liability method, deferred tax assets and liabilities 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. Deferred tax assets and liabilities are measured using enacted tax rates to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Net deferred tax assets consist of the following components as of:



		March 31, 2012		September 30, 2011
NOL	$	(602,324)	$	(277,605)
Net Loss		(326,553)		(1,448,150)
Bad debt expense				70,365
Loss on derivative		56,586		50,990
Debt discount amortization		39,577		9,516
Common stock for Director's fees		-		38,000
Amortization expense		4,986		-
Common stock for other services		-		384,560
Common stock for compensation		25,500		570,000
NOL at end of period	$	(802,228)	$	(602,324)
Effective Rate		0.34		0.34
Deferred Tax Asset		(272,758)		(204,790)
Valuation		272,758		204,790
Deferred Tax Asset	$	-	$	-

In June 2006, the FASB interpreted its standard for accounting for uncertainty in income taxes, an interpretation of accounting for income taxes. This interpretation clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance the minimum recognition threshold and measurement attributable to a tax position taken on a tax return is required to be met before being recognized in the financial statements.

The FASB’s interpretation had no material impact on the Company’s financial statements for the period ended March 31, 2012. As of March 31, 2012, the Company had a net operating loss carry forward for income tax reporting purposes of approximately $802,000 that may be offset against future taxable income through 2027. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carry forwards will expire unused. Accordingly, the potential tax benefits of the loss carry forwards are offset by a valuation allowance of the same amount.

Derivative Liabilities

The Company records the fair value of its derivative financial instruments in accordance with ASC815, Derivatives and Hedging. The fair value of the derivatives was calculated using a multi-nominal lattice model performed by an independent qualified business valuator. The fair value of the derivative liability is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statement of operations.

Derivative financial instruments should be recorded as liabilities in the balance sheet and measured at fair value. For purposes of the Company’s financial statements fair value was used as the basis for formulating an analysis which has been defined by the Financial Accounting Standards Board (“FASB”) as “the amount for which an asset (or liability) could be exchanged in a current transaction between knowledgeable, unrelated willing parties when neither party is acting under compulsion”. The FASB has provided guidance that its definition of fair value is consistent with the definition of fair market value in IRS Rev. Rule 59-60. In determining the fair value of the derivatives it was assumed that the Company’s business would be conducted as a going concern. These derivative liabilities will need to be marked-to-market each quarter with the change in fair value recorded in the income statement.

Earnings (Loss) Per Share

Basic earnings (loss) per share are computed by dividing the net income (loss) by the weighted-average number of shares of common stock and common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method. The calculation of fully diluted earnings (loss) per share assumes the dilutive effect of the exercise of outstanding options and warrants at either the beginning of the respective period presented or the date of issuance, whichever is later. At March 31, 2012 and September 30, 2011, the Company had no outstanding options or warrants.

NOTE 3: RECENT ACCOUNTING PRONOUNCEMENTS

In September 2011 Accounting Standards Update No. 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing Goodwill for impairment. This ASU's objective is to simplify the process of performing impairment testing for Goodwill. With this update a company is allowed to asses qualitative factors, first, to determine if it is more likely than not (greater than 50%) that the FV is less than the carrying amount. This would be done, prior to performing the two-step goodwill impairment testing, as prescribed by Topic 350. Prior to this ASU, all entities were required to test, annually, their good will for impairment by Step 1 - comparing the FV to the carrying amount, and if impaired, then step 2 - calculate and recognize the impairment. Therefore, the fair value measurement is not required, until the "more likely than not" reasonableness test is concluded. Effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.

In May 2011, FASB issued Accounting Standards Update No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs . This ASU clarifies the board's intent of current guidance, modifies and changes certain guidance and principles, and adds additional disclosure requirements concerning the 3 levels of fair value measurements. Specific amendments are applied to FASB ASC 820-10-35, Subsequent Measurement and FASB ASC 820-10-50, Disclosures. This ASU is effective for interim and annual periods beginning after December 15, 2011.

In June 2011, FASB issued Accounting Standards Update No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income . - ASU 2011-05. Current US GAAP allows companies to present the components of comprehensive income as a part of the statement of changes in stockholders' equity. This ASU eliminates that option. in this Update, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income This ASU is effective interim and annual periods beginning after December 15, 2011. This ASU should be applied retrospectively. There are no specific transition disclosures

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 4: WEBSITE PROPERTY

During the fourth quarter of fiscal year 2011 the Company hired a third party to develop HollywoodIndy.com. The website promises to be an Internet based entertainment web property specializing in social networking and resourcing, production, development and distribution for independent film and television industry. The revenue model is to sell and market services to the community of entertainment professionals and non professionals in the form of classifieds, education forums and advertising, as well as providing a stable for unique projects to fit in the overall company umbrella. The model provides a unique revenue platform that includes anyone from established professionals looking for the next generation talent to young up-and-coming professionals breaking into the industry. The initial cost of the website of $350,000 has been capitalized due to the future economic benefits it will bring to the company. The cost will be amortized over five years beginning March 6, 2012, the date the website was launched to the public. On July 1, 2011 the company executed a convertible debenture for $350,000 (Note 5) as payment for the development of the website.

NOTE 5: CONVERTIBLE DEBENTURE

On July 1, 2011, the Company entered into an exchange agreement with Junior Capital Inc. (“Junior”), pursuant to which Junior exchanged a $350,000 promissory note for a $350,000 convertible debenture (the “Junior Debenture”). The Junior Debenture accrues interest of 10% and matures on July 1, 2012. Junior has the right to convert all or a portion of the principal into shares of common stock at a conversion price equal to fifty percent (50%) of the average of the closing bid price of common stock during the five trading days immediately preceding the conversion date, or fifty percent (50%) of the closing bid price of the common stock on the date of issuance, or $0.05 per share of common stock on the date of conversion as quoted by Bloomberg, LP. Pursuant to the terms of this debenture, the holder shall not be entitled to convert a number of shares that would exceed 4.99% of the outstanding shares of the Company’s common stock. In March 2012 $45,000 of the $350,000 debenture was converted into 900,000 shares of common stock. As of March 31, 2012 450,000 shares had not yet been issued and therefore recorded as a $22,500 stock payable,

On October 25, 2011 the Company issued a convertible debenture/note payable to Junior Capital, Inc. for $20,000; $15,000 of this amount was advanced to the Company prior to signing the debenture and prior to the year ended September 30, 2011. The remaining $5,000 was received in October 2011. The Debenture accrues interest of 10% beginning on October 25, 2011 and matures on October 25, 2012. Junior has the right to convert all or a portion of the principal into shares of common stock at a conversion price equal to fifty percent (50%) of the average of the closing bid price of common stock during the five trading days immediately preceding the conversion date, or fifty percent (50%) of the closing bid price of the common stock on the date of issuance as quoted by Bloomberg, LP. Pursuant to the terms of this debenture, the holder shall not be entitled to convert a number of shares that would exceed 4.99% of the outstanding shares of the Company’s common stock. As of March 31, 2012 $20,000 of the principal face value of the Junior Debenture remains outstanding.

On October 28, 2011, the Company entered into an exchange agreement with Editor Newswire Inc. (“Editor”), pursuant to which Editor exchanged a $20,000 promissory note for a $20,000 convertible debenture (the “Editor Debenture”). The Editor Debenture accrues interest of 10% and matures on October 28, 2012. Editor has the right to convert all or a portion of the principal into shares of common stock at a conversion price equal to fifty percent (50%) of the average of the closing bid price of common stock during the five trading days immediately preceding the conversion date, or fifty percent (50%) of the closing bid price of the common stock on the date of issuance as quoted by Bloomberg, LP. Pursuant to the terms of this debenture, the holder shall not be entitled to convert a number of shares that would exceed 4.99% of the outstanding shares of the Company’s common stock. As of March 31, 2012 $20,000 of the principal face value of the Debenture remains outstanding.

On November 18, 2011, the Company entered into an exchange agreement with Editor Newswire Inc. (“Editor”), pursuant to which Editor exchanged a $25,000 promissory note dated November 18, 2011 for a $25,000 convertible debenture (the “Editor Debenture”). The Editor Debenture accrues interest of 10% and matures on November 18, 2012. Editor has the right to convert all or a portion of the principal into shares of common stock at a conversion price equal to fifty percent (50%) of the average of the closing bid price of common stock during the five trading days immediately preceding the conversion date, or fifty percent (50%) of the closing bid price of the Common Stock on the date of issuance as quoted by Bloomberg, LP. Pursuant to the terms of this debenture, the holder shall not be entitled to convert a number of shares that would exceed 4.99% of the outstanding shares of the Company’s common stock. As of March 31, $25,000 of the principal face value of the Debenture remains outstanding.

On January 11, 2012, the Company entered into a $33,000 convertible debenture with Junior Capital Inc. (“Junior”). The Junior Debenture accrues interest of 10% and matures on January 11, 2013. Junior has the right to convert all or a portion of the principal into shares of common stock at a conversion price equal to fifty percent (50%) of the average of the closing bid price of common stock during the five trading days immediately preceding the conversion date, or fifty percent (50%) of the closing bid price of the Common Stock on the date of issuance as quoted by Bloomberg, LP. Pursuant to the terms of this debenture, the holder shall not be entitled to convert a number of shares that would exceed 4.99% of the outstanding shares of the Company’s common stock. As of March 31, 2012 $33,000 of the principal face value of the Debenture remains outstanding.

On March 15, 2012, the Company entered into a $40,000 convertible debenture with Junior Capital Inc. (“Junior”). The Junior Debenture accrues interest of 12% and matures on March 15, 2013. Junior has the right to convert all or a portion of the principal into shares of common stock at a conversion price equal to fifty percent (50%) of the average of the closing bid price of common stock during the five trading days immediately preceding the conversion date, or fifty percent (50%) of the closing bid price of the Common Stock on the date of issuance as quoted by Bloomberg, LP. Pursuant to the terms of this

debenture, the holder shall not be entitled to convert a number of shares that would exceed 4.99% of the outstanding shares of the Company’s common stock. As of March 31, 2012 $40,000 of the principal face value of the Debenture remains outstanding.

The following inputs and assumptions were used to value the secured convertible notes issued in the year ended September 30, 2011 and March 31, 2012:

The convertible promissory notes have a conversion price of lesser of 50% of the average of the lowest closing bid stock prices over the last 5-10 days or 50% of the closing bid price at issuance (or $0.05 for the 7/1/11 note) and contains no dilutive reset feature.

The stock price would fluctuate with an annual volatility. The projected volatility curve was based on historical volatilities of the 18 comparable companies in the entertainment industry.

The Holder would redeem based on availability of alternative financing, increasing 1.0% monthly to a maximum of 10%

The Holder would automatically convert the note at maturity if the registration was effective and the company was not in default.

A summary of the activity of the derivative liability is shown below:


Balance at September 30, 2010	$	-
Increase in derivative due to new issuances		65,514
Derivative loss due to new issuances		19,602
Derivative loss due to mark to market adjustment		31,388
Balance at September 30, 2011		116,504
Increase in derivative due to new issuances		123,000
Derivative loss due to new issuances		77,112
Decrease in derivative due to settlement of debt		(61,188)
Derivative gain due to mark to market adjustment		(20,526)
Balance at March 31, 2012	$	234,902

NOTE 6: COMMON STOCK TRANSACTIONS

During the period from September 14, 2007 (inception) through September 30, 2007 the Company issued 125 common shares for $500 cash.

During the year ended September 30, 2008 the Company issued 18,492 common shares for $35,942 cash.

During the year ended September 30, 2009 the Company issued 34,803 common shares for $25,000 cash and a subscription receivable in the amount of $85,000. During the year ended September 30, 2010 the Company received $22,660 on its subscription receivable. As of December 31, 2011 it was determined that the remaining receivable would not be collected; as a result the company credited the stock subscription receivable account and debited bad debt expense for $62,340.

On September 30, 2009 the Company’s Board of Directors authorized the issuance of 200,000 common shares to Directors Robert Searcy and Patrick Peach, as compensation for two years’ services rendered, pursuant to Section 4(2) of the Securities Act of 1933. Due to the volatility of the market and the limited trading of the Company’s stock, shares were valued at $0.10 by the Board of Directors.

On September 30, 2009 the Company’s Board of Directors authorized the issuance of, 200,000 shares and 500,000 shares to Jeff Ritchie, the Company’s President and Director for compensation for two years’ services rendered, and 10 million shares in exchange for business opportunities assigned to the company, pursuant to Section 4(2) of the Securities Act of 1933. Due to the volatility of the market and the limited trading of the Company’s stock, shares were valued at $0.10 by the Board of Directors.

On September 30, 2009 the Company’s Board of Directors authorized the issuance of, 200,000 shares and 500,000 shares to Kenneth Eade, an Officer and Director for compensation for two years’ services rendered, 500,000 for two years’ legal services rendered, and 10 million shares in exchange for business opportunities assigned to the company, pursuant to Section 4(2) of the Securities Act of 1933. Due to the volatility of the market and the limited trading of the Company’s stock, shares were valued at $0.10 by the Board of Directors.

During the three month period ended December 31, 2009 the Company issued 90,000 common stock shares for total consideration of $45,000.

During the three months ended June 30, 2010 the Company issued 406,571 common shares for total consideration of $119,595.

During the three months ended June 30, 2010, the Company issued 4,000 common shares for services totaling $2,000. Due to the volatility of the market and the limited trading of the Company’s stock, shares were valued at $0.10 by the Board of Directors.

During the three months ended September 30, 2010, the Company issued 130,000 common shares for total consideration of $32,500.

On March 31, 2011 the Company’s Board of Directors authorized the issuance of 100,000 common shares for Director’s fees totaling $38,000, based on the value of the common stock on the date of authorization. As of March 31, 2012 these shares had not yet been issued and therefore have been recorded as a stock payable.

On March 31, 2011 the Company’s Board of Directors authorized the issuance of 750,000 shares each to Jeff Ritchie, the Company’s CEO and Kenneth Eade the Company’s former CFO, for compensation for services rendered in 2010, and an additional 200,000 shares to Kenneth Eade for legal services rendered, for total consideration of $646,000, based on the value of the common stock on the date of authorization. As of March 31, 2012 these shares had not yet been issued and therefore have been recorded as a stock payable.

During the three month period ended March 31, 2011, the Company authorized the issuance of 250,000 common shares for services valued at $95,000, based on the value of the common stock on the date of authorization. As of March 31, 2012 these shares had not yet been issued and the Company’s original agreement with the service provider was modified. As such the Company is no longer obligated to issue the 250,000 shares and has written the $95,000 payable off to additional paid in capital, given that at the time the stock was authorized to be issued the service provider was a Director of the Company.

On May 10, 2011 the Company issued 300,000 common shares for cash proceeds of $6,975 and a subscription receivable in the amount of $8,025. As of December 31, 2011 it was determined that the remaining receivable would not be collected; as a result the company credited the stock subscription receivable account and debited bad debt expense for $8,025.

On May 9, 2011 the Company issued 6,000 common shares for a lock up agreement in which the stockholder agreed not to transfer any of his shares for an agreed upon time. The Company recorded an expense of $2,280 based on the value of the common stock on the date of authorization.

On May 10, 2011 the Company issued 6,000 common shares to a stockholder for shares authorized in a prior period. The Company recorded an expense of $2,280 based on the value of the common stock on the date of authorization.

On June 24, 2011, the Company authorized the issuance of 550,000 common shares for services valued at $209,000, based on the value of the common stock on the date of authorization. The shares were issued in July 2011.

During the year ended September 30, 2011, the Company issued 275,000 common shares for total consideration of $24,975.

On March 7, 2012, the Company authorized the issuance of 450,000 common shares in conversion of $22,500 of the Junior Capital debenture dated July 1, 2011. The shares were issued at $0.05 pursuant to the conversion terms of the debenture.

On March 28, 2012, the Company authorized the issuance of 450,000 common shares in conversion of $22,500 of the Junior Capital debenture dated July 1, 2011. The shares were issued at $0.05 pursuant to the conversion terms of the debenture. As of March 31, 2012 the shares had not yet been issued and as such have been booked as a stock payable.

On February 7, 2012, the Company authorized the issuance of 50,000 common shares to Rachel Boulds, the Company’s CFO, for compensation of services. The shares were issued at $0.51 based on the value of the common stock on the date of authorization. As of March 31, 2012 the shares had not yet been issued and as such have been booked as a stock payable.

NOTE 7: RELATED PARTY TRANSACTION

As of March 31, 2012, the Company owed its officers a total of $7,819. The money was loaned to the company to cover certain operating expenses. In addition, a relative of one of the Company’s officers is owed $150 and a shareholder is owed $290, for funds advanced to cover certain expenses. Amounts are due on demand and have no stated rate of interest.

On February 7, 2012, the Company authorized the issuance of 50,000 common shares to Rachel Boulds, the Company’s CFO for compensation of services. The shares were issued at $0.51 based on the value of the common stock on the date of authorization. As of March 31, 2012 the shares had not yet been issued and as such have been booked as a stock payable.

NOTE 8: FINANICIAL STATEMENT RESTATEMENT

As a result of the Company engaging a third party to perform a valuation analysis of its derivative instruments in the current quarter it became necessary to restate the financial statements for the year ended September 30, 2011. The results of that restatement are as follows.

Increase of $2 due to rounding/balancing of financials.

All changes are a result of the independent valuation analysis of the Company’s derivative instruments.

It was subsequently determined that this receivable was deemed uncollectable as of September 30, 2011.

Change due to restatement of the Year Ended September 30, 2011.


	September 30, 2011
	As Reported		Adjustment		As Restated
Cash	$ 5,222	$	-		$ 5,222
Website property, net of accumulated amortization	350,000		-		350,000
Total Assets	355,222		-		355,222

Current Liabilities
Accounts payable	$ 20,228	$	-		$ 20,228
Accounts payable, related party	23,270		-		23,270
Accrued expenses	8,822		2	1	8,824
Accrued officer compensation	218,450		-		218,450
Advances from officers	7,837		-		7,837
Due to a related party	790		-		790
Derivative liability	-		116,504	2	116,504
Convertible debentures , net of discount	88,225		220,777	2	309,002
Total Liabilities	367,622		337,283		704,905

Stockholders' Equity (Deficit)

Common stock , $.0001 par value, 485,000,000 shares authorized, 24,570,991 and 24,120,991 issued and outstanding, respectively	2,412		-		2,412
Additional paid in capital	3,191,660		(365,000)	2	2,826,660
Common stock subscribed	779,000		-		779,000
Stock subscription receivable	(70,365)		70,365	3	-


Deficit accumulated during development stage	(3,915,107)		(42,648)	4	(3,957,755)
Total Stockholders' Equity (Deficit)	(12,400)		(337,283)		(349,683)
Total Liabilities and Stockholders' Equity (Deficit)	$ 355,222	$	-		$ 355,222


		For the Year Ended September 30, 2011
		As Reported		Adjustment			As Restated
Investment income	$	-	$	-		$

Total income		-		-

Expenses
Officer compensation		810,100		-			810,100
Professional fees		429,657		-			429,657
Director fees		38,000		-			38,000
Bad debt expense				70,365	3		70,365
General and administrative		30,698		-			30,698
Total operating expenses		1,308,455		70,365			1,378,820
Net loss from operations	$	(1,308,455)	$	(70,365)		$	(1,378,820)

Other income and (expense)
Gain on derivative liability		-		(50,990)	2		(50,990)
Interest expense		(97,047)		78,707	2		(18,340)
Total other expense		(97,047)		27,717			(69,330)
Net loss	$	(1,405,502)	$	(42,648)	4	$	(1,448,150)

Loss per share
Basic and diluted	$	(0.06)	$			$	(0.06)

Weighted average shares outstanding basic and diluted		23,344,668				$	23,344,668


	December 31, 2011
	As Reported		Adjustment		As Restated
Cash	$ -	$	-		$ -
Website property, net of accumulated amortization	350,000		-		350,000
Total Assets	$ 350,000	$	-		$ 350,000

Current Liabilities
Cash overdraft	$ 2	$	-		$ 2
Accounts payable	15,080		-		15,080
Accounts payable, related party	23,270		-		23,270
Accrued expenses	23,156		123	2	23,279
Accrued officer compensation	260,045		-		260,045
Advances from officers	7,922		-		7,922
Due to a related party	790		-		790
Derivative liability	-		123,895	2	123,895
Convertible debentures , net of discount	187,762		137,014	2	324,776


Total Liabilities	$ 518,027		261,032		779,059

Stockholders' Equity (Deficit)

Common stock , $.0001 par value, 485,000,000 shares authorized, 24,570,991 and 24,120,991 issued and outstanding, respectively	2,412		-		2,412
Additional paid in capital	3,249,660		(365,000)	2	2,884,660
Common stock subscribed	779,000		-		779,000
Deficit accumulated during development stage	(4,199,099)		103,968		(4,095,131)
Total Stockholders' Equity (Deficit)	(168,027)		(261,032)		(429,059)
Total Liabilities and Stockholders' Equity (Deficit)	350,000	$	-		$ 350,000


		For the Three Months Ended December 31, 2011
		As Reported		Adjustment			As Restated
Investment income	$	-	$	-		$

Total income		-		-

Expenses
Officer compensation		75,000		-			75,000
Professional fees		26,825		-			26,825
Bad debt expense		70,365		(70,365)	3		-
General and administrative		2,431		-			2,431
Total operating expenses		174,621		70,365			104,256
Net loss from operations	$	(174,621)	$	70,365		$	(104,256)

Other income and (expense)
Loss on derivative liability		-		(7,391)	2		(7,391)
Interest expense		(109,371)		83,642	2		(25,729)
Total other expense		(109,371)		76,251			(33,120)
Net loss	$	(283,992)	$	146,616			(137,376)

NOTE 9: GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not generated any revenue during the period September 14, 2007 (inception) through March 31, 2012, has an accumulated deficit of $4,284,308 and has funded its operations primarily through the issuance of equity. This matter raises substantial doubt about the Company's ability to continue as a going concern.

These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Accordingly, the Company’s ability to accomplish its business strategy and to ultimately achieve profitable operations is dependent upon its ability to obtain additional debt or equity financing. Management plans to take the following steps that it believes will be sufficient to provide the Company with the ability to continue in existence.

Management intends to raise financing through private equity financing or other means and interests that it deems necessary. The Company, as described above, is in the business of investing in operations of other companies. There can be no assurance that the Company will be successful in its endeavor.

NOTE 10: SUBSEQUENT EVENTS

The Company has performed an evaluation of subsequent events in accordance with ASC Topic 855. The Company is not aware of any subsequent events which would require recognition or disclosure in the financial statements except as follows.

Subsequent to the quarter ended March 31, 2012, the Company entered into a $100,000 convertible debenture with an investor. The Debenture accrues interest of 12% and matures on April 9, 2013. The investor has the right to convert all or a portion of the principal into shares of common stock at a conversion price equal to fifty percent (50%) of the average of the closing bid price of common stock during the five trading days immediately preceding the conversion date, or fifty percent (50%) of the closing bid price of the Common Stock on the date of issuance as quoted by Bloomberg, LP. Pursuant to the terms of this debenture, the holder shall not be entitled to convert a number of shares that would exceed 4.99% of the outstanding shares of the Company’s common stock.

On April 2, 2012 the Company issued the 250,000 shares of common stock that were recorded as a stock payable as of March 31, 2012.

Item 2: Management’s Discussion and Analysis or Plan of Operation

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to the financial statements included elsewhere in this filing as well as with Management’s Discussion and Analysis or Plan of Operations contained in the Company’s Report on Form 10-K, as amended, for the period ended September 30, 2011, filed with the Securities and Exchange Commission.

Forward Looking Statements

This discussion and the accompanying financial statements (including the notes thereto) may contain “forward-looking statements” that relate to future events or our future financial performance, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward looking statements are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks and other factors include, among others, those listed under “Risk Factors” in Part II Item 1a. and those included elsewhere in this filing. For a more detailed discussion of risks and uncertainties, see the Company’s public filings made with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update any forward-looking statements.

Plan of Operations

Independent Film Development Corporation’s (IFDC’s) overall plan of operations is to acquire and develop independent films for production, sales and distribution, with a goal toward significant partnerships with mini-major and the major film studios, such as Lionsgate and Sony, while simultaneously emulating those companies’ recipes for success.

IFDC’s mission is to develop, produce and acquire films with high profit margins and built in “profit” safety nets. We will seek to leverage the combined talents of an experienced management/producing and sales/distribution team to develop, produce and acquire films for sale and distribution, IFDC will look to incorporate and acquire additional entertainment businesses that compliment and assist us to increase the value of our overall securities, and enhance shareholder value.

IFDC’s plan of operations has three main components of film production and finance; co-financing, acquiring product in the development stage, and its own film production. This, coupled with film distribution, makes up the revenue model for the Company.

HollywoodIndy.Com: HollywoodIndy.com is an Internet based entertainment company specializing in social networking and resourcing for independent film and television development, production and distribution. The social networking component of HollywoodIndy, which will invite any person to become a member and create their own profile, will be unique in that its main purpose will be to connect people with an interest in film and television production. HollywoodIndy’s interface will have active pages with video, graphics, interactive resumes, and links to other areas of the site as well as other member’s pages. We are designing this aspect of the site to monetize the site through paid upgrades, which will allow upgraded members access to our jobs board and production /distribution resources. Our resource database, which will be fed by working professionals in the industry, will offer immediate access to upgraded members to resources in film and television development, screen writing, casting, budgeting, scheduling, financing and tax incentives, as well as completion bonds, locations, personnel, film equipment, support services, sound and film lab, digital intermediate services, delivery services, and full access to the Company’s film distribution services. Our goal in distribution is to evaluate and obtain distribution rights to independent films our management team feels will be the most profitable, while offering online distribution to a full spectrum of segmented video and short films to full length features, with an aim to emulating Netflix for independent film distribution, and monetizing the YouTube phenomenon.

Co-Financing

Co-financing is where a company such as IFDC goes out looking for films that are already financed at 50% or more. This can afford IFDC an opportunity to come in with the remaining funds and as co-financier/executive producer.

The average co-financing deal usually requires a project that, subject to our review, has:

• A good script

• A solid Director

• Actors of some prominence

The film would also be required to have some type of distribution already in place from foreign, domestic or both. If the project meets with our project requirements we would partner with the production and bring in the remaining cash.

For our investment we would expect an average of 110% to 130% return. Once IFDC and all other investors have recouped, then all additional income from the film would be split on a percentage basis based on the amount of the individual investor’s original investment. In addition, IFDC would receive a presentation credit in the opening titles and normally one or two executive producer credits. This not only will build IFDC’s brand name nationally and internationally it also helps us gain the respect of our peers in the industry. IFDC will constantly be on the lookout for these types of co-financing projects.

Acquire and Develop Original Product in Development Stage

With this strategy we will seek projects at an early stage, usually with a finished script and possibly a director, producer or actor attached, or some amount of equity, usually in the range of 10% to 25%.

The requirements are very similar to all of our production strategies:

1. Well written salable script with a genre that is on the wave of coming into popularity

2. Salable actors attached or interested

3. Director of some prominence (actor directors for example)

4. Projects that have some hard money attached

5. Projects that have some form of distribution (rarely found at this stage)

6. Projects that have some studio interest (rarely found at this stage)

IFDC will seek out projects that have many of the points listed above, then “option” the projects for a period of one to three years for as little money as possible, sometimes without any cash up front at all.

IFDC will then set about developing the project to get it to the point of funding. This will include script re-writes, and attaching actors. We will also use any director or producer already attached to the film to help with the work thus enabling IFDC to have several projects developing at once while not straining our resources; we have the individual filmmakers do the lion’s share of the work while we supervise and advise.

If the project gets to a point where we think it is strong enough, we will attempt to procure financing through traditional film financing sources such as foreign and domestic deals. If we think the individual project is strong enough, we can try to raise a portion or all of the money ourselves through private investors.

If we are unsuccessful at any stage of the game we can stop devoting resources to the project and allow the option to simply expire.

With this strategy IFDC plans to harvest the best and strongest projects to proceed forward into production. The advantages to acquisitions at the development stage are: the ability to guide the development process along, gearing it for success, steering the important decisions such as cast and director in a direction that will help make a more successful and profitable film. In addition we will be able to gauge the viability of the project with a small investment and will not risk big dollars, resources, and time before we can establish if the film is marketable or not.

The negatives are that we will spend small amounts of cash developing projects, some of which we will not bring to fruition, and so those projects will be a loss, but the films we do move forward on will be much more assured of financial success.

Film Distribution

IFDC’s plan of operations includes developing a distribution arm with the help of its management.

Each year, independent filmmakers produce over 15,000 films while only a small fraction are able to secure distribution for their product. At the same time, the proliferation of theatrical and home entertainment outlets, including DVD/video (e.g., Netflix, Fox Video, Sony Video, Wal-Mart, Blockbuster), pay-per-view/video-on-demand (e.g., IN DEMAND), pay & free cable/satellite (e.g., HBO, Showtime), free television, new media (internet, pod-casting, web series, electronic delivery systems) and international markets, has resulted in an ever-increasing demand for filmed entertainment content around the globe. However, the market connecting the filmmakers and the buyers of content is controlled by a few players in the industry.

The majority of the film distribution business will operate in a small, low risk, and profitable segment of the entertainment industry that connects the independent filmmakers and distribution outlets. The company’s principal activities will consist of the following three complementary areas (in order of emphasis):

Sales agent – The Company licenses partially or fully completed films made by independent filmmakers to entertainment distributions companies such as those listed above. The company recoups expenses and earns commissions from the first dollar collected under the licensing deals it generates. Unlike film producers who make large investments in the production of their films (with little guarantee of return), the company is able to generate its revenue from these films with minimal investment and risk.

Negative pickups – The Company produces a film on behalf of a studio. The company earns the difference between the predetermined budget and the actual cost of making the film, as well as a producer’s fee, typically generating between 5% - 10% of the total budget.

Film production – The Company identifies, produces, and secures distribution of a film. The Company owns the film in perpetuity and directly participates in all revenue generated by the film. The company will only produce films when distribution is secured in advance by its sales agent arm.

There are few significant players in the small independent film sales agent business. The more prominent companies in this sector now focus on larger independent films. Companies such as New Line Cinema, LionsGate, and The Weinstein Company, all began selling and distributing low-budget independent films before being acquired by major studios or going public. As these companies have grown, their business has progressed towards larger budget films, creating a large opportunity for The Company with smaller budgeted films. In addition, investors such as Mark Cuban and Paul Allen are investing millions of dollars in entertainment production and distribution companies, such as Lions Gate, in order to secure content for their media outlets (HDNet and Charter Communications respectively).

Distribution Products and Services

The majority of the company’s distribution business will focus on the licensing of independently produced films to domestic and international distributors (as “sales agent”). In addition, The company will produce small budget movies for major and sub-major studios (“negative pickups”) as well as produce movies that the Company will own (“internal productions”) in perpetuity. All facets of The Company’s business are low-risk while the sales agent and internal production are highly complementary.

Sales Agent

The overwhelming majority of independent films are made without adequate financing and/or distribution arrangements. Often independent filmmakers run out of money during the finishing stages of a film. In some cases, films get “stuck” in post production due to lack of payment to suppliers or become foreclosed films held by financial institutions and/or post production houses. Those that have managed to complete their films then have the daunting undertaking of marketing the film to distributors.

The company’s primary focus will be to act as a sales agent for independent film producers by providing the sales and marketing services for films. The company acquires the rights to license these films (which are either fully or partially completed) from the filmmakers for little or no cash outlay. The company then licenses the films to distributors in the various outlets (i.e., theatrical, home video, cable, TV, international). The process usually takes between 1 – 12 months beginning when the sales agreement is effected with the filmmaker. For a minimum cash outlay, The Company participates in the revenue streams of films that cost hundreds of thousands to millions of dollars to produce. In addition, The Company earns commissions from the first dollar received and recoups its upfront expense before the producer receives any proceeds.

The company’s principals have the relationships and credibility with independent filmmakers, production suppliers and the distribution companies. Further, the production experience of the company’s principals enables them to enable the completion of any unfinished films quickly and efficiently.

Acquisitions and Marketing

The company will identify films through its network of independent filmmakers as well as industry festivals and trade shows including Sundance, Tribeca, Cannes, and Toronto.

The company will acquire the rights to license (as sales agent) films for a period of 7-25 years in return for a commission ranging from 10-30% of the licensing fees paid by the distributors. In some cases, the Company will incur minimal upfront costs including: advances to the filmmaker, costs for finalizing the film, and marketing costs. Upon signing a sales agent agreement, the Company and the filmmakers agree on the “market attendance fees”, trailer/artwork and other marketing costs. These costs, along with any advances to the filmmaker and/or costs to complete the film, are recouped by the Company after its commission, but before any proceeds are paid to the filmmaker. The company will incur costs of approximately $40,000 to $150,000 per film to prepare marketing materials including the production of a trailer and artwork.

The company will market these films to distributors in all domestic and international outlets by utilizing its relationships with distributors for various markets as well as through industry shows and conferences (e.g., AFM, MIPCOM, NATPE).

Negative Pickups

Studios often hire film production companies to produce lower budgeted films. In these situations, known as “negative pickups”, the studio and the production company agree on a budget for the film and the production company keeps the difference of the budget and the actual cost of producing the film, as well as a producer’s fee, typically generating between 5% - 10% of the total budget.

The company’s principals have profitably produced low budget films. The company’s ability to produce quality films at or under budget stems from low overhead and excellent relationships with industry suppliers. As the company does not receive funds (other than the producer’s fee which is paid over the course of production) from the studio until after the film is delivered, a credit facility would be arranged to cover the cost of producing the film.

Internal Production

The financing and production of movies is often the riskiest and most rewarding part of the entertainment business. The company plans to mitigate the inherent risks by only producing films that have secured distribution in some or all markets. In addition, the Company will act as the sales agent for the films it produces.

Initially, the Company will produce quality, moderately budgeted feature-length motion pictures, from a variety of genres, for worldwide distribution, which it will generally develop internally. Said films will have a majority of the production budget pre-sold prior to embarking on production. The Company will look to have approximately 75% of any individual budget covered by license fees to mitigate the downside risk of production.

Late-Night Banner

Under a Late Night banner, the Company will produce feature-length motion pictures, generally budgeted at approximately $200,000 each (inclusive of corporate overhead and distribution expenses), with erotic R-Rated content that is produced to be distributed worldwide to cable television channels (such as HBO, Showtime, Cinemax and Playboy TV.) worldwide during “late-night” time slots, and to and through the home entertainment distribution window (such as video and DVD). Depending on the products' genre and the audience the company wants to reach, this will determine which strategy needs to be implemented. IFDC has three strategies depending on the project:

1. Direct to Video (Home Video), Domestic and Foreign

2. Limited Theatrical, then Video, Domestic and Foreign

3. World Wide Theatrical then Video, Domestic and Foreign

All of these involve the company making a licensing agreement with a distribution company. We at IFDC strive to make strategic relationships with the best companies here in the United States and internationally. We will do this by fostering

relationships at various festivals and film markets like MIPTV, MIFED, AFM and Cannes Market.

Direct to Video (Home Video) - this will be used to create equity by selling the licenses for our current back catalogue for home video market.

We will find a DVD label that is compatible with our vision for this title. They will make a good transfer and only use the best quality for production in the creation of the DVD.

The DVD label will do a cross-market promotion of IFDC and the title, via press releases, PR and various other media on the release of the DVD, and then reviews after the title is released.

IFDC's name and branding will be shared with the DVD Company on the DVD packaging. IFDC will negotiate a good licensing fee with profits paid out every three months.

Direct to video will also be a possible route for some of IFDC’s smaller budget films that don’t meet to the standards of theatrical but are made with a small enough budget have a smaller overhead and so would be fine with a direct to video release.

Limited Theatrical

• 3 to 4 months, of festival support to garner hype and awards in various film festivals, both domestically and internationally

• We will then carry this hype and PR on to one of the major film markets where we will acquire a distribution deal with a sales company or a studio (if a deal is not already in place). In the deal we will attempt to procure a limited theatrical release based on the success and exposure of the film at the markets and festivals.

• After the limited theatrical run we will sell the rights to both foreign and domestic for DVD rights, via the direct-to-video plan mentioned in our first strategy.

Full Theatrical

This is where we would sell all rights to a studio or mini major, they in turn would handle all distribution and advertisement for both theatrical and home video markets.

Results of Operations – Three Months Ended March 31, 2012 as Compared to the Three Months Ended March 31, 2011

For the three months ended March 31, 2012 officer compensation was $75,976 as compared to $575,500 for the same period in the prior year. In the prior year the Company had no formal employment contracts in place but did authorize the issuance of common shares, valued at $570,000, to its officers. In the current period the Company now has employment agreements in place for its officers. In addition to the regular compensation the Company authorized the issuance of shares for compensation valued at $25,500.

For the three months ended March 31, 2012 professional fees decreased $162,039 to $21,811 compared to $183,850 for the three months ended March 31, 2011. In the prior year the Company recorded stock for various professional services valued at $171,000. There were no such stock issuances in the current period. Professional fees mainly consist of accounting, auditing and public relations.

Net loss decreased by 608,185,185 to $189,177 from $797,362 for the three months ended March 31, 2012 as compared to the three months ended March 31, 2011. The decrease can be largely attributed to the decrease in the issuance of stock for services as discussed above. In addition, in the current period the Company has recorded interest expense of $35,128 and a loss on derivative liability of $49,195, both of which were $0 in the prior period.

Results of Operations – Six Months Ended March 31, 2012 as Compared to the Six Months Ended March 31, 2011

For the six months ended March 31, 2012 officer compensation was $150,976 as compared to $576,500 for the same period in the prior year. In the prior year the Company had no formal employment contracts in place but did authorize the issuance of common shares, valued at $570,000, to its officers. In the current period the Company now has employment agreements in place for its officers. In addition to the regular compensation the Company authorized the issuance of shares for compensation valued at $25,500.

For the six months ended March 31, 2012 professional fees decreased $135,764 to $48,636 compared to $184,400 for the six months ended March 31, 2011. In the prior year the Company recorded stock for various professional services valued at $171,000. There were no such stock issuances in the current period. Professional fees mainly consist of accounting, auditing and public relations.

For the six months ended March 31, 2012 the Company incurred $60,857 of interest expense compared to $0 for the six months ended March 31, 2011. In addition, the Company also recorded a $56,586 loss on derivative liability.

Net loss decreased by $475,226 to $326,553 from $801,779 for the six months ended March 31, 2012 as compared to the six months ended March 31, 2011. The decrease can be largely attributed to the decrease in the issuance of stock for services as discussed above, and the interest expense.

Cash Flow

During the six months ended March 31, 2012, the Company used $126,044 of cash for operating activities and received net proceeds from financing activities of $122,682.

Critical Accounting Estimates and Policies

The discussion and analysis of our financial condition and plan of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates including, among others, those affecting revenue, the allowance for doubtful accounts, the salability of inventory and the useful lives of tangible and intangible assets. The discussion below is intended as a brief discussion of some of the judgments and uncertainties that can impact the application of these policies and the specific dollar amounts reported on our financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, or if management made different judgments.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company’s business activities contain elements of risk. The Company considers a principal type of market risk to be a valuation risk. All assets will be valued at fair value as determined in good faith by or under the direction of the Board of Directors and management. Market prices of common equity securities in general, are subject to fluctuations which could cause the amount to be realized upon sale to differ significantly from the current reported value. The fluctuations may result from perceived changes in the underlying economic characteristics of the Company’s assets, general market conditions and supply and demand.

Item 4: Controls and Procedures

Evaluation of disclosure controls and procedures

Under the supervision and with the participation of our management, including our President, Chief Executive Officer/Chief Financial Officer (the “Certifying Officer”) we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, the Certifying Officers concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective. We identified material weaknesses discussed below in the managements report on internal control over financial reporting.

Report of Management on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined

in Rules 13a-15(f) under the Exchange Act. 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 U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

(i) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

(iii) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement to the Company’s annual or interim financial statements will not be prevented or detected.

In the course of management’s assessment, we have identified the following material weaknesses in internal control over financial reporting:

● Segregation of Duties – As a result of limited resources, we did not maintain proper segregation of incompatible duties. Namely the lack of an audit committee, an understaffed financial and accounting function, and the need for additional personnel to prepare and analyze financial information in a timely manner and to allow review and on-going monitoring and enhancement of our controls. The effect of the lack of segregation of duties potentially affects multiple processes and procedures.

● Maintenance of Current Accounting Records – This weakness specifically affects the payments and purchase cycle and therefore we failed to maintain effective internal controls over the completeness and cut off of accounts payable, expenses and other capital transactions.

We are in the continuous process of improving our internal control over financial reporting in an effort to eliminate these material weaknesses through improved supervision and training of our staff, but additional effort is needed to fully remedy these deficiencies. Management has engaged an accountant as a consultant to assist with the financial reporting process in an effort to mitigate some of the identified weaknesses.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting since the last fiscal quarter of calendar year 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material pending legal proceedings and, to the best of our knowledge, no such action by or against the Company has been threatened, except that, on or about September 1, 2011, the company and its Chief Executive Officer and Chief Compliance Officer filed a complaint in federal court, Central District of California, Case No. CV-11-07233 DMG (MRWx), to recover 6,500,000 shares of common stock transferred to Consultants Marc Cifelli and Arriva Capital, LLC on the grounds of fraud and failure of consideration. Both defendants were served on October 4, 2011, their defaults have been entered, and the company is in the process of obtaining default judgments.

Item 1A Risk Factors

We are subject to various risks which may materially harm our business, financial condition and results of operations. You should carefully consider the risks and uncertainties described below and the other information in this filing before deciding to purchase our common stock. If any of these risks or uncertainties actually occurs, our business, financial condition or operating results could be materially harmed. In that case, the trading price of our common stock could decline and you could lose all or part of your investment.

We are a relatively young company with a limited operating history

Since we are a young company, it is difficult to evaluate our business and prospects. At this stage of our business operations, even with our good faith efforts, potential investors have a high probability of losing their investment. Our future operating results will depend on many factors, including the ability to generate sustained and increased demand and acceptance of our products, the level of our competition, and our ability to attract and maintain key management and employees. While management believes their estimates of projected occurrences and events are within the timetable of their business plan, there can be no guarantees or assurances that the results anticipated will occur.

We expect to incur net losses in future quarters.

If we do not achieve profitability, our business may not grow or operate. We may not achieve sufficient revenues or profitability in any future period. We will need to generate revenues from the sales of our products or take steps to reduce operating costs to achieve and maintain profitability. Even if we are able to generate revenues, we may experience price competition that will lower our gross margins and our profitability. If we do achieve profitability, we cannot be certain that we can sustain or increase profitability on a quarterly or annual basis.

We will require additional funds to operate in accordance with our business plan.

We may not be able to obtain additional funds that we may require. We do not presently have adequate cash from operations or financing activities to meet our short or long-term needs. If unanticipated expenses, problems, and unforeseen business difficulties occur, which result in material delays, we will not be able to operate within our budget. If we do not achieve our internally projected sales revenues and earnings, we will not be able to operate within our budget. If we do not operate within our budget, we will require additional funds to continue our business.

If we are unsuccessful in obtaining those funds, we cannot assure you of our ability to generate positive returns to the Company. Further, we may not be able to obtain the additional funds that we require on terms acceptable to us, if at all. We do not currently have any established third-party bank credit arrangements. If the additional funds that we may require are not available to us, we may be required to curtail significantly or to eliminate some or all of our development, manufacturing, or sales and marketing programs.

We may seek to obtain them primarily through equity or debt financings. Such additional financing, if available on terms and schedules acceptable to us, if available at all, could result in dilution to our current stockholders and to you. We may also attempt to obtain funds through arrangement with corporate partners or others. Those types of arrangements may require us to relinquish certain rights to our intellectual property or resulting products.

We are highly dependent on Jeff Ritchie, our CEO. The loss of Mr. Ritchie, whose knowledge, leadership, and technical expertise upon which we rely, would harm our ability to execute our business plan.

We are largely dependent on Jeff Ritchie, our CEO, for specific proprietary technical knowledge. Our ability to successfully

market and distribute our products may be at risk from an unanticipated accident, injury, illness, incapacitation, or death of Mr. Ritchie. Upon such occurrence, unforeseen expenses, delays, losses and/or difficulties may be encountered. Our success may also depend on our ability to attract and retain other qualified management and sales and marketing personnel. We compete for such persons with other companies and other organizations, some of which have substantially greater capital resources than we do. We cannot give you any assurance that we will be successful in recruiting or retaining personnel of the requisite caliber or in adequate numbers to enable us to conduct our business.

If capital is not available to us to expand our business operations, we will not be able to pursue our business plan.

We will require substantial additional capital to acquire additional properties and to participate in the development of those properties. Cash flows from operations, to the extent available, will be used to fund these expenditures. We intend to seek additional capital from loans from current shareholders and from public and private equity offerings. Our ability to access capital will depend on its success in participating in properties that are successful in exploring for and producing oil and gas at profitable prices. It will also be dependent upon the status of the capital markets at the time such capital is sought. Should sufficient capital not be available, the development of our business plan could be delayed and, accordingly, the implementation of the USD Energy's business strategy would be adversely affected. In such event it would not be likely that investors would obtain a profitable return on their investments or a return of their investments.

Nevada Law and Our Charter May Inhibit a Takeover of Our Company That Stockholders May Consider Favorable

Provisions of Nevada law, such as its business combination statute, may have the effect of delaying, deferring or preventing a change in control of our company. As a result, these provisions could limit the price some investors might be willing to pay in the future for shares of our common stock.

Our Officers and Directors Have the Ability to Exercise Significant Influence Over Matters Submitted for Stockholder Approval and Their Interests May Differ From Other Stockholders

Our executive officers and directors, whether acting alone or together, may have significant influence in determining the outcome of any corporate transaction or other matter submitted to our stockholders for approval, including mergers, acquisitions, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of these executive officers and directors may differ from the interests of the other stockholders.

Our Common Stock Has a Limited Market

Our common stock currently trades on the over-the –counter bulletin board, but trading volume has been limited and our stock price volatile. Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations which could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. Substantial fluctuations in our stock price could significantly reduce the price of our stock.

The Penny Stock Rules cover our stock, which may make it difficult for a broker to sell investors shares. This may make our stock less marketable, and liquid, and result in a lower market price.

Our common stock is a penny stock, which means that SEC rules require broker dealers who make transactions in the stock to comply with additional suitability assessments and disclosures than they would in stock that were not penny stocks, as follows:

Prior to the transaction, to approve the person's account for transactions in penny stocks by obtaining information from the person regarding his or her financial situation, investment experience and objectives, to reasonably determine based on that information that transactions in penny stocks are suitable for the person, and that the person has sufficient knowledge and experience in financial matters that the person or his or her independent advisor reasonably may be expected to be capable of evaluating the risks of transactions in penny stocks. In addition, the broker or dealer must deliver to the person a written statement setting forth the basis for the determination and advising in highlighted format that it is unlawful for the broker or dealer to effect a transaction in a penny stock unless the broker or dealer has received, prior to the transaction, a written agreement from the person. Further, the broker or dealer must receive a manually signed and dated written agreement from the person in order to effectuate any transactions is a penny stock.

Prior to the transaction, the broker or dealer must disclose to the customer the inside bid quotation for the penny stock and, if there is no inside bid quotation or inside offer quotation, he or she must disclose the offer price for the security transacted for a customer on a principal basis unless exempt from doing so under the rules.

Prior to the transaction, the broker or dealer must disclose the aggregate amount of compensation received or to be received by the broker or dealer in connection with the transaction, and the aggregate amount of cash compensation received or to be received by any associated person of the broker dealer, other than a person whose function in solely clerical or ministerial.

The broker or dealer, who has affected sales of penny stock to a customer, unless exempted by the rules, is required to send to the customer a written statement containing the identity and number of shares or units of each such security and the estimated market value of the security. Imposing these reporting and disclosure requirements on a broker or dealer make it unlawful for the broker or dealer to effect transactions in penny stocks on behalf of customers. Brokers or dealers may be discouraged from dealing in penny stocks, due to the additional time, responsibility involved, and, as a result, this may have a deleterious effect on the market for the Company 's stock.

Item 2. Unregistered Sales and Issuances of Equity Securities and Use of Proceeds

The following securities were sold and/or issued by the registrant from inception (September 17, 2007) to September 30, 2011, that were not registered under the Securities Act:

On September 24, 2007, 125 shares of common stock were issued to Kenneth Eade, pursuant to Section 4(2) of the Securities Act of 1933, in exchange for $500 cash.

On November 29, 2007, 1,000,000 shares of common stock were issued to officer and director Kenneth Eade, in exchange for preferred stock of Imperia Entertainment, Inc., pursuant to Section 4(2) of the Securities Act of 1933.

On November 29, 2007, 1,000,000 shares of common stock were issued to officer and director George Ivakhnik, in exchange for preferred stock of Imperia Entertainment, Inc., pursuant to Section 4(2) of the Securities Act of 1933.

On December 30, 2007, 1,245 shares of common stock were issued to Kenneth Eade, pursuant to Section 4(2) of the Securities Act of 1933, in exchange for $4,980 cash.

On March 31, 2008, 2,691 shares of common stock were issued to Kenneth Eade, pursuant to Section 4(2) of the Securities Act of 1933, in exchange for $10,764 in cash.

On June 30, 2008, 9,439 shares of common stock were issued to Kenneth Eade, pursuant to Section 4(2) of the Securities Act of 1933, in exchange for $1,800 in cash and $35,396 in forgiveness of debt.

On or about July 22, 2008, 34,803 shares of common stock were issued to a non-affiliate investor, pursuant to Section 4(2) of the Securities Act of 1933, and Regulation D, Rule 506, in exchange for a $110,000 subscription, $25,000 of which was paid in cash and $85,000 of which was due on February 26, 2009. During the year ended September 30, 2010 the Company received $22,660 on its subscription receivable. As of December 31, 2011 it was determined that the remaining receivable would not be collected; as a result the company credited the stock subscription receivable account and debited bad debt expense for $62,340.

On August 22, 2008, 525 shares of common stock were issued to non-affiliate investors, pursuant to Section 4(2) of the Securities Act of 1933, and other applicable exemptions.

On August 26, 2008, the entire transaction by which shares of Imperia Entertainment, Inc. were acquired was mutually rescinded and the transaction was accounted for as follows:

On August 28, 2008, 1,250 shares of common stock were issued to non-affiliate investors, pursuant to Section 4(2) of the Securities Act of 1933, and other applicable exemptions.

On September 12, 2008, 125 shares of common stock were issued to non-affiliate investors, pursuant to Section 4(2) of the Securities Act of 1933, and other applicable exemptions.

On September 27, 2008, 717 shares of common stock were issued to non-affiliate investors, pursuant to Section 4(2) of the Securities Act of 1933, and other applicable exemptions.

On or about September 30, 2008, 3,573 shares of common stock were issued to affiliate Kenneth Eade, in exchange for cash and forgiveness of debt.

On or about September 30, 2009, 200,000 shares each were issued to Directors Robert Searcy and Patrick Peach, as compensation for two years’ services rendered, pursuant to Section 4(2) of the Securities Act of 1933.

On or about September 30, 2009, 200,000 shares and 500,000 shares were issued to Jeff Ritchie for compensation for two years’ services rendered, and 10 million shares in exchange for business opportunities assigned to the company, pursuant to Section 4(2) of the Securities Act of 1933.

On or about September 30, 2009, 200,000 shares and 500,000 shares were issued to Kenneth Eade for compensation for two years’ services rendered, 500,000 for two years’ legal services rendered, and 10,000,000 shares in exchange for business opportunities assigned to the company, pursuant to Section 4(2) of the Securities Act of 1933.

During the year ended September 30, 2010, the Company issued 626,521 shares of common stock for a total aggregate consideration of $197,051 to 11 investors, in reliance upon Section 4(2) of the Securities Act of 1933.

During the three month period ended March 31, 2011, the Company issued 250,000 common shares for total consideration of $19,975. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933.

On May 10, 2011 the Company issued 300,000 common shares for cash proceeds of $6,975 and a subscription receivable in the amount of $8,025. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933. As of December 31, 2011 it was determined that the remaining receivable would not be collected; as a result the company credited the stock subscription receivable account and debited bad debt expense for $8,025.

On or about May 10, 2011, 6,000 shares of common stock were issued to an investor who signed a subscription agreement and paid for the shares in 2009, but the shares were not issued in error. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933.

On or about June 24, 2011, 550,000 shares of common stock were issued in exchange for consulting services. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933.

On or about July 1, 2011, a $350,000 convertible debenture was issued to Junior Capital, Inc. The debenture was issued pursuant to Section 4(2) of the Securities Act of 1933.

On or about October 25, 2011, a $20,000 convertible debenture was issued to Junior Capital, Inc. The debenture was issued pursuant to Section 4(2) of the Securities Act of 1933.

On or about October 28, 2011, a $20,000 convertible debenture was issued to Editor Newswire, Inc. The debenture was issued pursuant to Section 4(2) of the Securities Act of 1933.

On or about November 18, 2011, a $25,000 convertible debenture was issued to Editor Newswire, Inc. The debenture was issued pursuant to Section 4(2) of the Securities Act of 1933.

On or about January 11, 2012, a $33,000 convertible debenture was issued to Junior Capital, Inc. The debenture was issued pursuant to Section 4(2) of the Securities Act of 1933.

On or about September 22, 2011, 25,000 common shares were issued to an investor in exchange for $5,000 cash. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933.

On or about March 15, 2012, a $40,000 convertible debenture was issued to Junior Capital, Inc. The debenture was issued pursuant to Section 4(2) of the Securities Act of 1933.

All shares were issued in reliance upon Section 4(2) of the Securities Act of 1933. No underwriters were used in any of the above-referenced sales.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits

Incorporated by reference

Exhibit

Exhibit Description

Filed herewith

Form

Period ending

Exhibit

Filing

date

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

10.1

Convertible Debenture for $350,000 dated November 16, 2011 to Junior Capital, Inc.

10-K

9/30/2011

10.1

1/13/2012

10.2

Convertible Debenture for $20,000 dated October 25, 2011 to Junior Capital Inc.

10-K

9/30/2011

10.2

1/13/2012

10.3

Convertible Debenture for $20,000 dated October 28, 2011 to Editor Newswire Inc.

10-K

9/30/2011

10.3

1/13/2012

10.4

Convertible Debenture for $25,000 dated November 18, 2011 to Editor Newswire Inc.

10-K

9/30/2011

10.4

1/13/2012

10.5

Convertible Debenture for $33,000 dated January 11, 2012 to Junior Capital Inc.

10.6

Convertible Debenture for $40,000 dated March 15, 2012 to Junior Capital Inc.

101.INS*

XBRL Instance Document

101.SCH*

XBRL Taxonomy Extension Schema Document

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB*

XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Definition

* Pursuant to Rule 406T of Regulation S-T, these interactive files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




Date: May 18, 2012		INDEPENDENT FILM DEVELOPMENT CORPORATION BY: �� Jeff Ritchie /s/ Jeff Ritchie Jeff Ritchie Chief Executive Officer and Director By: Rachel Boulds /s/Rachel Boulds Rachel Boulds Chief Financial Officer

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Litigous
Readability	H.S. freshman Avg

Independent Film Development (IFLM) Inactive 10-Q2012 Q2 Quarterly report

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