April 7, 2009
Securities and Exchange Commission
Washington, D.C. 20549
Attn: Joe Foti, Senior Assistant Chief Accountant
Re: Hangman Productions, Inc.
Form 10-K for the year ended December 31, 2008
Filed March 5, 2009
File No. 000-50892
Dear Mr. Foti:
The following is in response to the comments received March 30, 2009,
related to the Company's filing on Form 10-K for the year ended December 31,
2008. Items #1 through #6 correspond to comments #1 through #6 in your letter.
1. Future filings will include quarterly bid data for each of the most
recent two fiscal years.
2. Future filings will not include Item 301 "Selected Financial Data"
pursuant to Regulation S-K. The disclosure is not required to be provided
by the Company due to scaled disclosure available to smaller reporting
companies.
3. Future filings will include a discussion of discontinued operations,
including a description of the operations, how these operations differed
from the Company's current operations, and when it was sold.
4. See the table below for information regarding the $56,997 gain reflected
in additional paid in capital resulting from the disposition of the
Company's former consolidated subsidiary, 4th Grade Films, Inc.
Gain on Disposoal of 4th Grade Films, Inc.
-------------------------------------------
Activity Investment in Subsidiary Income from Subsidiary
----------------------------- ------------------------ ----------------------
Legal Expenses paid 06/30/07 $ 5,212
Quarter-end 06/30/07 $ (5,326)
Quarter-end 09/30/07 $ (8,871)
Quarter-end 12/31/07 $ (7,051)
Quarter-end 03/31/08 $ (5,118)
Date of Disposal 05/31/08 $ (6,044)
------------------------ ----------------------
Balance as of 05/31/08 $ 5,212 $(32,410)
Investment Balance $(27,197)
Journal Entry
-------------
Cash $ 29,800
Investment $ 27,197
Additional paid in capital $ 56,997
Due to the related party nature of this transaction, the Company recorded
the gain to additional paid in capital based on an interpretation of
paragraph 20 of APD 26 (footnote 1).
5. Future filings will be signed by persons designated as the Company's
principal executive officer and principal financial officer. The designated
officers are indicated on the signature page of this correspondence and
will also be indicated on future filings.
6. Shane Thueson serves in the capacity of Principal Executive Officer and
James Doolin serves in the capacity of Principal Financial Officer. Future
filings will include Exhibit 31 Certifications signed by both the Principal
Executive Officer and the Principal Financial Officer. Furthermore, James
Doolin was the Principal Financial Officer in the December 31, 2008 Annual
Report.
The Company acknowledges that: it is responsible for the adequacy and
accuracy of the disclosure in the filing; staff comments or changes to
disclosure in response to staff comments do not foreclose the Commission from
taking any action with respect to the filing; and the Company may not assert
staff comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.
If you have any other questions or concerns please contact me at your
convenience.
Sincerely,
/S/ JAMES DOOLIN
James Doolin
Principal Financial Officer
/S/ SHANE THUESON
Principal Executive Officer