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

FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURUTIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2013

Commission File Number 000-53988

BOREAL PRODUCTIONS INC.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

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

(225) 208-1002
(Telephone number, including area code)

Andrea Fehsenfeld
8017 Kenyon Avenue
Los Angeles, CA 90045
Telephone & Facsimile (225) 208-1002
(Name, address and telephone number of agent for service)

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)

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

As of January 14, 2014, the registrant had 30,000,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established as of January 14, 2014.

BOREAL PRODUCTIONS INC.
TABLE OF CONTENTS

Page No.
--------

Part I

Item 1. Business 3
Item 1A. Risk Factors 6
Item 2. Properties 7
Item 3. Legal Proceedings 7
Item 4. Mine Safety Disclosures 7

Part II

Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 8
Item 7. Management's Discussion and Analysis of Financial Condition
and Plan of Operation 10
Item 8. Financial Statements 13
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 22
Item 9A. Controls and Procedures 22

Part III

Item 10. Directors and Executive Officers and Corporate Governance 24
Item 11. Executive Compensation 25
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 26
Item 13. Certain Relationships and Related Transactions 26
Item 14. Principal Accounting Fees and Services 27

Part IV

Item 15. Exhibits 28

Signatures 28

PART I

FORWARD LOOKING STATEMENTS

This annual report on Form 10-K contains forward-looking statements that involve
risk and uncertainties. We use words such as "anticipate", "believe", "plan",
"expect", "future", "intend", and similar expressions to identify such
forward-looking statements. Investors should be aware that all forward-looking
statements contained within this filing are the good faith estimates of
management as of the date of this filing. Our actual results could differ
materially from those anticipated in these forward-looking statements for many
reasons, including the risks faced by us as described in the "Risk Factors"
section and elsewhere in this report.

ITEM 1. BUSINESS

GENERAL INFORMATION ABOUT OUR COMPANY

We were incorporated in the state of Nevada on September 25, 2007. Andrea
Fehsenfeld was appointed sole officer and director. At that time the board of
directors voted to seek capital and begin development of our business plan. We
received our initial funding of $9,000 through the sale of common stock to Ms.
Fehsenfeld who purchased 3,000,000 shares of common stock at $0.003 per share
and $45,000 from the sale of 3,000,000 shares of common stock issued to 30
un-affiliated investors at $0.015 per share. On June 11, 2008, we effected a
five for one forward stock split of our authorized and issued and outstanding
common stock. As a result, our authorized capital has increased from 75,000,000
to 375,000,000 shares of common stock and our outstanding share capital has
increased from 6,000,000 shares of common stock to 30,000,000 shares of common
stock.

PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS:

Our principal products are feature films and television series designed for the
North American market.

We intend to option scripts and treatments to package the projects and sell to
them to various studios and production companies. Our choice of projects will
vary dependent upon market trends and interests. The entertainment sector is
booming as an exploding television and internet landscape are increasing the
demand for quality filmed material.

The projects we package will have the opportunity to generate revenue not just
in North America but also in the foreign and ancillary markets. TV series can
syndicate both locally and globally and films can be shown in a variety of
markets for years, which provide an ongoing source of revenue, often in
perpetuity. This will make them very attractive to possible buyers.

DISTRIBUTION METHODS OF THE PRODUCTS OR SERVICES:

We initially plan to attend the various film and TV markets in North America and
Europe to source the projects we choose to option. Once we have sourced a number
of projects, we will begin the packaging process, which involves many

pre-production activities such as securing appropriate cast and above the line
talent (directors etc).

Either before or once the projects are completely packaged we will to speak to
various broadcasters, studios and specialized distributors about purchasing the
packaged projects.

The typical revenues secured during selling off the packaged projects vary based
on the scope and subject matter of the project, who is attached and what
audience the piece is targeted towards. As a rule, we are seeking a 10-20% mark
up on our costs.

STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCT OR SERVICE:

We currently have no new publicly announced products or services.

COMPETITIVE BUSINESS CONDITIONS AND OUR COMPETITIVE POSITION IN THE INDUSTRY AND
METHODS OF COMPETITION:

The production industry allows for smart newcomers to earn revenue via packaging
of projects and then selling them to studios and companies eager to green light
projects that are ready to go. The lack of funding for the initial optioning
phase is an area of frustration for many companies starting out. By owing
several concepts from the start Boreal Productions will have the leverage to
parlay these into profitable projects.

We believe that our competitive strengths will be having an experienced team of
producers and writers on board to shepherd the optioned projects into award
winning entertainment for the clients who buy them.

SOURCES AND AVAILABILITY OF RAW MATERIALS AND THE NAMES OF PRINCIPAL SUPPLIERS:

We will not be using raw materials in our industry.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS:

Luckily, the distribution markets for entertainment are diverse so we will never
be dependent on one source for our revenue. We may sell one series to Warner and
then sell a project to Disney. This variety also allows us to build up
relationships with many players, thereby giving us more creative latitude with
the projects we choose to option.

PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR
LABOR CONTRACTS, INCLUDING DURATION:

In optioning entertainment properties, we do not have to concern ourselves with
any of the above, other than ensuring we are adhering to any contractual
obligations we create with writers and producers during development and adhering
to the union pay scales when filming in the various states.

NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES:

We do not require any government approval for optioning; producing or
distributing the type of entrainment we plan to create.

EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE BUSINESS:

We are not subject to any government regulations.

THE AMOUNT SPENT DURING EACH OF THE LAST TWO FISCAL YEARS ON RESEARCH AND
DEVELOPMENT ACTIVITIES:

We have not spent any money on research and development activities.

COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS (FEDERAL, STATE AND
LOCAL):

We are not aware of any environmental regulations that could directly affect our
operations, but no assurance can be given that environmental regulations will
not, in the future, have a material adverse impact on our business.

NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL TIME EMPLOYEES:

At the present time, the company has no employees other than its officer and
director who devote their time either as needed or on a full-time basis to the
Company's business.

BANKRUPTCY OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership or similar proceeding.

REORGANIZATIONS, PURCHASES OR SALES OF ASSETS

There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.

REPORTS TO SECURITIES HOLDERS

We provide an annual report that includes our audited financial information to
our shareholders upon written request. We will make our financial information
equally available to any interested parties or investors through compliance with
the disclosure rules of the Securities Exchange Act of 1934. We will be subject
to disclosure filing requirements including filing a Form 10-K annually and Form
10-Q quarterly. In addition, we will file Form 8-K and other proxy and
information statements from time to time as required. We do not intend to
voluntarily file the above reports in the event our obligation to file such
reports is suspended under the Exchange Act.

The public may read and copy any materials that we file with the Securities and
Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 100 F Street
NE, Washington, DC 20549. The public may obtain information on the operation of

the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site (http://www.sec.gov) that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the SEC.

ITEM 1A. RISK FACTORS

SINCE WE ARE A DEVELOPMENT STAGE COMPANY, HAVE GENERATED NO REVENUES AND LACK AN
OPERATING HISTORY, AN INVESTMENT IN THE SHARES OFFERED HEREIN IS HIGHLY RISKY
AND COULD RESULT IN A COMPLETE LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN
OUR BUSINESS PLANS.

Our company was incorporated in September 2007; we have recently commenced our
business operations but we have not yet realized any revenues. We have a limited
operating history upon which an evaluation of our future prospects can be made.
Such prospects must be considered in light of the substantial risks, expenses
and difficulties encountered by new entrants into the production industry. Our
ability to achieve and maintain profitability and positive cash flow is highly
dependent upon a number of factors, including our ability to purchase/option
quality material and develop it into projects that will earn revenue. Based upon
current plans, we expect to incur operating losses in future periods as we incur
significant expenses associated with the initial startup of our business.
Further, we cannot guarantee that we will be successful in realizing revenues or
in achieving or sustaining positive cash flow at any time in the future. Any
such failure could result in the possible closure of our business or force us to
seek additional capital through loans or additional sales of our equity
securities to continue business operations.

WE DO NOT YET HAVE ANY SUBSTANTIAL ASSETS AND ARE TOTALLY DEPENDENT UPON OUR
CURRENT CASH TO FULLY FUND OUR BUSINESS.

The only cash currently available is the cash paid by our founder for the
acquisition of her shares, proceeds from our offering and funds loaned to us by
our director. We must generate revenue from operations or further funding to
continue. There can be no assurance that we would be able to raise additional
funding needed in the event that unanticipated costs increases our projected
expenses. Our auditors have expressed substantial doubt as to our ability to
continue as a going concern.

WE CANNOT PREDICT WHEN OR IF WE WILL PRODUCE REVENUES, WHICH COULD RESULT IN A
TOTAL LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLANS.

We have not yet generated any revenues from operations. There can be no
assurance that we will generate revenues or that revenues will be sufficient to
maintain our business. As a result, investors could lose all of their investment
if we are not successful in our proposed business plans.

OUR CONTINUED OPERATIONS DEPEND ON CURRENT PRODUCTION APPETITES. IF THE PROJECTS
WE CHOOSE TO PRODUCE DO NOT MEET THE CRITERIA OF DISTRIBUTION PARTNERS, THE
ABILITY TO GENERATE REVENUE WILL BE MINIMIZED.

The production industry worldwide is in a favorable position. The demand for
quality entertainment worldwide is reaching record levels. If this appetite
diminishes, there will be less demand and we could find ourselves with
properties that no one is willing to purchase.

THE LOSS OF ANDREA FEHSENFELD OR OTHER KEY MANAGEMENT PERSONNEL WOULD HAVE AN
ADVERSE IMPACT ON OUR FUTURE DEVELOPMENT AND COULD IMPAIR OUR ABILITY TO
SUCCEED.

Our performance is substantially dependent upon the creative expertise of our
President, Andrea Fehsenfeld, and our ability to hire and retain qualified
personnel. It may be difficult to find sufficiently qualified individuals to
replace Andrea Fehsenfeld if we were to lose her services. The loss of Andrea
Fehsenfeld or any of our future key management personnel could have a material
adverse effect on our business, development, financial condition, and operating
results.

COMPETITION IN THE PRODUCTION INDUSTRY IS STRONG. IF WE CANNOT SUCCESSFULLY
COMPETE, OUR BUSINESS MAY BE ADVERSELY AFFECTED.

The production industry has always had a strong lure for people interested in
Hollywood. We will compete against a large number of well-established studios
with greater product and name recognition and with substantially greater
financial and marketing capabilities than ours, as well as against a large
number of small specialty producers. Our competitors include, by way of example,
Columbia, Paramount, NBC, ABC and other well-known and respected companies.
There can be no assurance that we can compete successfully in this complex and
changing market. If we cannot, our business will be adversely affected.

ITEM 2. PROPERTIES

We do not currently own any property. We are currently operating out of a
detached office space on a private piece of property while we are in the
organizational stage. We have not leased an office yet but anticipate signing a
lease in 2014 if operations warrant it.

ITEM 3. LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings, and we are not aware of
any pending or potential legal actions.

ITEM 4. MINE SAFETY DISCLOSURES

N/A

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is listed for quotation on the Over-the-Counter Bulletin Board
under the symbol BPRO. There has been no active trading of our stock on the OTC
Bulletin Board.

PENNY STOCK RULES

The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).

A purchaser is purchasing penny stock which limits the ability to sell the
stock. Our shares constitute penny stock under the Securities and Exchange Act.
The shares will remain penny stocks for the foreseeable future. The
classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, which makes it more difficult for a
purchaser to liquidate his/her investment. Any broker-dealer engaged by the
purchaser for the purpose of selling his or her shares in us will be subject to
Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than
creating a need to comply with those rules, some broker-dealers will refuse to
attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:

- contains a description of the nature and level of risk in the market
for penny stock in both public offerings and secondary trading;

- contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of the
Securities Act of 1934, as amended;

- contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock and the
significance of the spread between the bid and ask price;

- contains a toll-free telephone number for inquiries on disciplinary
actions;

- defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and

- contains such other information and is in such form (including
language,type, size and format) as the Securities and Exchange
Commission shall require by rule or regulation;

The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:

- the bid and offer quotations for the penny stock;

- the compensation of the broker-dealer and its salesperson in the
transaction;

- the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and

- monthly account statements showing the market value of each penny
stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

We do not have any equity compensation plans.

SECTION 16(A)

Based solely upon a review of Form 3 and 4 furnished by us under Rule 16a-3(d)
of the Securities Exchange Act of 1934, we are not aware of any individual who
failed to file a required report on a timely basis required by Section 16(a) of
the Securities Exchange Act of 1934.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

There were no purchases of shares of our common stock by us or any affiliated
purchasers during the year ended September 30, 2013.

FORWARD STOCK SPLIT

Effective June 11, 2008, we effected a five for one forward stock split of our
authorized and issued and outstanding common stock. As a result, our authorized
capital has increased from 75,000,000 to 375,000,000 shares of common stock and
our outstanding share capital has increased from 6,000,000 shares of common
stock to 30,000,000 shares of common stock.

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

RESULTS OF OPERATIONS

We are still in our development stage and have generated no revenue to date.

We incurred operating expenses of $12,779 and $12,252 for the years ended
September 30, 2013 and 2012, respectively. These expenses consisted of general
operating expenses and professional fees incurred in connection with the day to
day operation of our business. Our net loss from inception through September 30,
2013 was $83,407.

Cash provided by financing activities for the period from inception (September
24, 2007) through September 30, 2013 was $54,000, resulting from the sale of
3,000,000 shares of common stock issued to our director at $0.003 per share for
$9,000 and 3,000,000 shares of common stock issued to 30 un-affiliated investors
at $0.015 for proceeds of $45,000.

Our auditors have expressed their doubt about our ability to continue as a going
concern unless we are able to generate profitable operations.

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at September 30, 2013 was $476. Management does not believe our
cash balance will be enough to fund operations for the next twelve months. She
has agreed to advance the company funds for operations until we begin to
generate revenue from operations.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

PLAN OF OPERATION

MILESTONES

MAY 2008 - JUNE 2008

Our corporate logo design and stationary was completed. Boreal web site began
construction. We attended the Banff TV and New Media festival from the 6th-11th
of June. At these two events, we made contact with three other producers and
writers who we have received scripts from for packaging. We sent the scripts out
for review from actors and directors.

JULY 2008 - DECEMBER 2008:

During this phase, Boreal optioned a new film property, Crimson Falls, and we
are currently in negotiations on another TV series. Our web site has its home
page up with more information to follow. We secured a director for a project
that we will be optioning in 2009 called "The Clinic".

JANUARY 2009 - JUNE 2009

We approached a director and lead actors for "The Clinic" packaging. We also
started preliminary negotiations on both director and composer for "Crimson
Falls". There are four other TV projects, which we began negotiations on to
option. We attended the Banff TV Festival in June 2009 and made several good
connections with distributors. We are packaging two other series: Vikram Vij:
India Infused and Raider of the Spice Rack.

JULY 2009 - DECEMBER 2009

We did a joint deal with Vancouver based Free Form Productions on three TV
projects: ICON, Breakaway and My Kind of Town. We approached three different Los
Angeles based agents: CAA, UTA and Rebel Entertainment to assist us with other
packaging elements and meetings have been set up for the New Year - February
2010. "The Clinic" packaging is completed. Tickets and flights were booked for
the NATPE conference, which is happening at the end of January 2010 in Las
Vegas, Nevada.

JANUARY 2010 - SEPTEMBER 2010

We attended the NATPE conference in Las Vegas at the end of January to market
the company. We had successful meetings with NBC, Marvista, ABC Family and
Lionsgate. We traveled to Los Angeles in February and met agents at Rebel
Entertainment, CAA, UTA and William Morris to develop new referrals for
packaging. The meetings were successful and we have started discussions with
other producers. In March we secured the director for Crimson Falls - PR Brown -
and started approaching key distributors on that film. In June we attended the
Banff TV conference again to further develop our programs and attach other key
players.

OCTOBER 2010 - MARCH 2011

We have made a deal with Arclight Films to distribute Crimson Falls. We are
currently in discussions with a financier in Los Angeles to complete the
equity-financing component of the project. Since Arclight committed to
distribution, we did not attend the American Film Market. In September we
attended West Doc in Los Angeles, where we met with Discovery, History, Bravo,
WETV and the Game Show Network to discuss unscripted ideas. In November we met
with various talent agents in Los Angeles to start securing LOI's for the lead
roles in Crimson Falls.

APRIL - SEPTEMBER 2011

We were delayed in closing financing on Crimson Falls due to an integral change
in the Northern Ontario film credit program, which was to supply 20% of our
financing. There continued to be great interest from the talent agents we have

approached re: cast options for this project. We attended the Toronto Film
Festival in early September to create pre-buzz for the movie. In June, we
attended the Banff New Media festival to speak with distributors about other
upcoming projects.

OCTOBER - DECEMBER 2011

The Northern Ontario film tax credit program was reinstated and we submitted our
application to them in November. We had preliminary confirmation of being
shortlisted for the program. We will find out in January 2012 if we are
successful. The outcome of this decision will dictate what remaining financing
needs to be completed. Our CEO will be in Los Angeles for several months in the
New Year, trying to secure the last leg of financing. Our meetings at TIFF went
well and we secured an Ontario based producer, Michael Baker, for the production
of Crimson Falls in Ontario in 2012 if the financing is completed. We also
forged a relationship with Breakthrough Entertainment, a large distributor, for
a possible output deal for TV movies.

JANUARY - JUNE 2012

As of May 7, 2012, we are still waiting for a final funding answer from the
Northern Ontario film tax credit program. Their decision-making has been
deferred by several months as they were assessing the funds they had to
distribute. Currently, we have several Canadian distributors on standby, waiting
for the funding decision. If we do not receive the funds, the project will need
to be re-assessed as Arclight Films, the international sales agent, is unable to
offer any upfront pre sales. Our CEO will be attending the Real Screen West
Conference on May 30th and 31st in Santa Monica, to try and move several other
projects into development. In addition, the CEO will likely attend the Producers
Guild of America's annual conference June 8-10th in Culver City to continue
momentum on additional projects.

JULY 2012 - DECEMBER 2012

Crimson Falls was not chosen for funding from the Northern Ontario film tax
credit program. As a result, we will be changing directors to try and access
Telefilm financing and complete the project in 2013. Our CEO did attend Real
Screen West and pitched new projects; we are waiting to hear back from Discovery
and Spike (US Broadcasters) on possibly moving forward into development.

JANUARY 2013 - JUNE 2013

Our CEO was busy meeting with other content producers in the past few months,
creating action plans to take advantage of some soft money production incentives
in Canada. There is a scripted TV series and two web series we are looking at.
We have been in communication with a new investor regarding Crimson Falls and we
will know about timing on production funding in early Fall 2013.

JULY 2013 - DECEMBER 2013

Our CEO did attend the Digital Summit in Las Vegas and met several key players
for digital distribution. We were unable to secure the visual effects company
for the film, but will look at other players to see if we can strike a deal. Our
CEO is aiming to attend the Produced By Conference in Los Angeles in June and
will set up various meetings at that time.

ITEM 8. FINANCIAL STATEMENTS

GEORGE STEWART, CPA
316 17TH AVENUE SOUTH
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX(206) 328-0383

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Boreal Productions Inc.

I have audited the accompanying balance sheets of Boreal Productions Inc. (A
Development Stage Company) as of September 30, 2013 and 2012, and the related
statements of operations, stockholders' equity and cash flows for the years
ended September 30, 2013 and 2012 and for the period from May 9, 2007
(inception), to September 30, 2013. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Boreal Productions Inc., (A
Development Stage Company) as of September 30, 2013 and 2012, and the results of
its operations and cash flows for the years ended September 30, 2013 and 2012
and the period from May 9, 2007 (inception), to September 30, 2013 in conformity
with generally accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note # 3to the financial
statements, the Company has had no operations and has no established source of
revenue. This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is also described in Note
# 3. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

/s/ George Stewart
------------------------------
Seattle, Washington
January 14, 2014

BOREAL PRODUCTIONS INC.
(A Development Stage Company)
Balance Sheet
--------------------------------------------------------------------------------

As of As of
September 30, September 30,
2013 2012
-------- --------

ASSETS

CURRENT ASSETS
Cash $ 476 $ 1,157
-------- --------
TOTAL CURRENT ASSETS 476 1,157

OTHER ASSETS
Intellectual Property 9,550 9,550
-------- --------
TOTAL OTHER ASSETS 9,550 9,550
-------- --------

TOTAL ASSETS $ 10,026 $ 10,707
======== ========

LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable $ 6,561 $ 1,335
Loan Payable - related party 32,872 26,000
-------- --------
TOTAL CURRENT LIABILITIES 39,433 27,335

TOTAL LIABILITIES 39,433 27,335

STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 30,000,000 and 30,000,000 shares issued and
outstanding as of September 30, 2013 and September 30, 2012 30,000 30,000
Additional paid-in capital 24,000 24,000
Subscription Receivable -- --
Deficit accumulated during development stage (83,407) (70,628)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (29,407) (16,628)
-------- --------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 10,026 $ 10,707
======== ========

See Notes to Financial Statements

BOREAL PRODUCTIONS INC.
(A Development Stage Company)
Statement of Operations
--------------------------------------------------------------------------------

September 24, 2007
(inception)
Year Ended Year Ended through
September 30, September 30, September 30,
2013 2012 2013
------------ ------------ ------------

REVENUES
Revenues $ -- $ -- $ --
------------ ------------ ------------
TOTAL REVENUES -- -- --

GENERAL & ADMINISTRATIVE EXPENSES 3,979 3,752 35,811
PROFESSIONAL FEES 8,800 7,500 47,595
------------ ------------ ------------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 12,779 11,252 83,407
------------ ------------ ------------

NET INCOME (LOSS) $ (12,779) $ (11,252) $ (83,407)
============ ============ ============

BASIC EARNINGS PER SHARE $ 0.00 $ 0.00
============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 30,000,000 30,000,000
============ ============

See Notes to Financial Statements

BOREAL PRODUCTIONS INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
From September 24, 2007 (Inception) through September 30, 2013
--------------------------------------------------------------------------------

Deficit
Accumulated
Common Additional During
Common Stock Paid-in Development
Stock Amount Capital Stage Total
----- ------ ------- ----- -----

BALANCE, SEPTEMBER 24, 2007 -- $ -- $ -- $ -- $ --

Stock issued for cash on
September 24, 2007
@ $0.0006 per share 15,000,000 15,000 (6,000) 9,000

Subscription Receivable (36)

Net loss, September 30, 2007 (590) (590)
----------- ------- ------- -------- --------
BALANCE, SEPTEMBER 30, 2007 15,000,000 15,000 (6,000) (590) 8,374
=========== ======= ======= ======== ========

Subscription Receivable 36

Stock issued for cash on
February 18, 2008
@ $0.003 per share 15,000,000 15,000 30,000 45,000

Net loss, September 30, 2008 (21,689) (21,689)
----------- ------- ------- -------- --------
BALANCE, SEPTEMBER 30, 2008 30,000,000 30,000 24,000 (22,279) 31,721
=========== ======= ======= ======== ========

Net loss, September 30, 2009 (12,256) (12,256)
----------- ------- ------- -------- --------
BALANCE, SEPTEMBER 30, 2009 30,000,000 30,000 24,000 (34,535) 19,465
=========== ======= ======= ======== ========

Net loss, September 30, 2010 (12,089) (12,089)
----------- ------- ------- -------- --------
BALANCE, SEPTEMBER 30, 2010 30,000,000 30,000 24,000 (46,624) 7,376
=========== ======= ======= ======== ========

Net loss, September 30, 2011 (11,252) (11,252)
----------- ------- ------- -------- --------
BALANCE, SEPTEMBER 30, 2011 30,000,000 30,000 24,000 (57,876) (3,876)
=========== ======= ======= ======== ========

Net loss, September 30, 2012 (12,752) (12,752)
----------- ------- ------- -------- --------

BALANCE, SEPTEMBER 30, 2012 30,000,000 30,000 24,000 (70,628) (16,628)
=========== ======= ======= ======== ========

Net loss, September 30, 2013 (12,779) (12,779)
----------- ------- ------- -------- --------

BALANCE, SEPTEMBER 30, 2013 30,000,000 $30,000 $24,000 $(83,407) $(29,407)
=========== ======= ======= ======== ========

Note: On June 24, 2008 the Company effected a 5 for 1 forward split of its
share capital such that every one share of common stock issued and
outstanding prior to the split was exchanged for five post-split
shares of common stock.

See Notes to Financial Statements

BOREAL PRODUCTIONS INC.
(A Development Stage Company)
Statement of Cash Flows
--------------------------------------------------------------------------------

September 24, 2007
(inception)
Year Ended Year Ended through
September 30, September 30, September 30,
2013 2012 2013
-------- -------- --------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(12,779) $(12,752) $(83,407)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:

Changes in operating assets and liabilities:
Increase (Decrease) in Accounts Payable 5,226 (1,165) 6,561
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (7,553) (13,917) (76,846)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Intellectual Property -- -- (9,550)
-------- -------- --------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- (9,550)

CASH FLOWS FROM FINANCING ACTIVITIES
Loan Payable - related party 6,872 15,000 32,872
Issuance of Common Stock -- -- 54,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 6,872 15,000 86,872
-------- -------- --------

NET INCREASE (DECREASE) IN CASH (681) 1,083 476

CASH AT BEGINNING OF PERIOD 1,157 74 --
-------- -------- --------

CASH AT END OF PERIOD $ 476 $ 1,157 $ 476
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for:
Interest $ -- $ -- $ --
======== ======== ========

Income Taxes $ -- $ -- $ --
======== ======== ========

See Notes to Financial Statements

BOREAL PRODUCTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
September 30, 2013
--------------------------------------------------------------------------------

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Boreal Productions Inc. (the Company) was incorporated under the laws of the
State of Nevada on September 24, 2007. The Company was formed to option feature
films and TV projects and then package them to sell at a profit to various
studios and production companies.

The Company is in the development stage. Its activities to date have been
limited to capital formation, organization and development of its business plan.
The Company has commenced limited operations.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF ACCOUNTING

The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected an September 30, year-end.

B. BASIC EARNINGS PER SHARE

ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.

Basic net loss per share amounts is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.

C. CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.

D. USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with ASC No. 250
all adjustments are normal and recurring.

BOREAL PRODUCTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
September 30, 2013
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

E. INCOME TAXES

Income taxes are provided in accordance with ASC No. 740, Accounting for Income
Taxes. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

F. REVENUE

The Company records revenue on the accrual basis when all goods and services
have been performed and delivered, the amounts are readily determinable, and
collection is reasonably assured. The Company has not generated any revenue
since its inception.

G. ADVERTISING

The Company will expense its advertising when incurred. There has been no
advertising since inception.

NOTE 3. GOING CONCERN

The accompanying financial statements are presented on a going concern basis.
The Company had no operations during the period from September 24, 2007 (date of
inception) to September 30, 2013 and generated a net loss of $83,407. This
condition raises substantial doubt about the Company's ability to continue as a
going concern. Even though the Company is currently in the development stage and
has minimal expenses, management does not believe that the company's current
cash of $476 is sufficient to cover the expenses they will incur during the next
twelve months.

NOTE 4. WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common.

BOREAL PRODUCTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
September 30, 2013
--------------------------------------------------------------------------------

NOTE 5. RELATED PARTY TRANSACTIONS

The sole officer and director of the Company may, in the future, become involved
in other business opportunities as they become available, she may face a
conflict in selecting between the Company and her other business opportunities.
The Company has not formulated a policy for the resolution of such conflicts.

As of September 30, 2013, there is a loan payable due to Andrea Fehsenfeld for
$32,872, which is non interest bearing with no specific repayment terms.

NOTE 6. INCOME TAXES

As of September 30, 2013
------------------------
Deferred tax assets:
Net operating tax carryforwards $ 83,407
Other 0
--------
Gross deferred tax assets 83,407
Valuation allowance (83,407)
--------

Net deferred tax assets $ 0
========

Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.

NOTE 7. NET OPERATING LOSSES

As of September 30, 2013, the Company has a net operating loss carryforwards of
approximately $83,407. Net operating loss carryforward expires twenty years from
the date the loss was incurred.

NOTE 8. STOCK TRANSACTIONS

Transactions, other than employees' stock issuance, are in accordance with ASC
No. 505. Thus issuances shall be accounted for based on the fair value of the
consideration received. Transactions with employees' stock issuance are in
accordance with ASC No. 718. These issuances shall be accounted for based on the
fair value of the consideration received or the fair value of the equity
instruments issued, or whichever is more readily determinable.

On September 24, 2007 the Company issued a total of 15,000,000 shares of common
stock to one director for cash in the amount of $0.0006 per share for a total of
$9,000.

BOREAL PRODUCTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
September 30, 2013
--------------------------------------------------------------------------------

NOTE 8. STOCK TRANSACTIONS (CONTINUED)

On February 18, 2008 the Company issued a total of 15,000,000 shares of common
stock to thirty investors for cash in the amount of $0.003 per share for a total
of $45,000.

On June 11, 2008 the Company effected a 5 for 1 forward split of its share
capital such that every one share of common stock issued and outstanding prior
to the split was exchanged for five post-split shares of common stock. The
number of shares referred to in the previous paragraphs is post-split number of
shares. The Company also changed its post-split authorized capital to
375,000,000 shares of common stock with a par value of $0.001 per share. All
share amounts have been retroactively adjusted for all periods presented.

As of September 30, 2013 the Company had 30,000,000 shares of common stock
issued and outstanding.

NOTE 9. STOCKHOLDERS' EQUITY

The stockholders' equity section of the Company contains the following classes
of capital stock as of September 30, 2013:

Common stock, $0.001 par value: 375,000,000 shares authorized; 30,000,000 shares
issued and outstanding.

NOTE 10. NEW ACCOUNTING PRONOUCEMENTS

The Company has evaluated all the recent accounting pronouncements through the
date the financial statements were issued and filed with the Securities and
Exchange Commission and believe that none of them will have a material effect on
the company's financial statements.

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

None.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer (our
president), we have conducted an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the
end of the period covered by this report. Based on this evaluation, our
principal executive officer and principal financial officer concluded as of the
evaluation date that our disclosure controls and procedures were effective such
that the material information required to be included in our Securities and
Exchange Commission reports is accumulated and communicated to our management,
including our principal executive and financial officer, recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms relating to our company, particularly during
the period when this report was being prepared.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the company.

Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness
of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect material misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures.

A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.

Under the supervision and with the participation of our president, management
conducted an evaluation of the effectiveness of our internal control over
financial reporting, as of September 30, 2013, based on the framework set forth
in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on our evaluation under
this framework, management concluded that our internal control over financial
reporting was not effective as of the evaluation date due to the factors stated
below.

Management assessed the effectiveness of the Company's internal control over
financial reporting as of evaluation date and identified the following material
weaknesses:

INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting.

INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to
properly implement control procedures.

LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee or outside directors on our board
of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures.

Management is committed to improving its internal controls and will (1) continue
to use third party specialists to address shortfalls in staffing and to assist
the Company with accounting and finance responsibilities, (2) increase the
frequency of independent reconciliations of significant accounts which will
mitigate the lack of segregation of duties until there are sufficient personnel
and (3) may consider appointing outside directors and audit committee members in
the future.

Management, including our president, has discussed the material weakness noted
above with our independent registered public accounting firm. Due to the nature
of this material weakness, there is a more than remote likelihood that
misstatements which could be material to the annual or interim financial
statements could occur that would not be prevented or detected.

This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter for our fiscal year ended September 30,
2013 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The director and officer of Boreal Productions Inc., who will hold her offices
until death, resignation, retirement, removal, disqualification, or until a time
as her successor(s) shall be elected and qualified is as follows:

Name and Address Age Position(s)
---------------- --- -----------

Andrea Fehsenfeld 44 President, Secretary, Treasurer
8017 Kenyon Avenue Director, CEO & CFO
Los Angeles, CA 90045

The person named above has held her offices/positions since inception of our
Company and is expected to hold said offices/positions until the next annual
meeting of our stockholders. The named officer and director is our only officer,
director, promoter and control person.

No current or former executive officer or director of the corporation has been
the subject of any order, judgment, or decree of any court of competent
jurisdiction, or any regulatory agency permanently or temporarily enjoining,
barring, suspending or otherwise limiting her from acting as an investment
advisor, underwriter, broker or dealer in the securities industry, or as an
affiliated person, director or employee of an investment company, bank, savings
and loan association, or insurance company or from engaging in or continuing any
conduct or practice in connection with any such activity or in connection with
the purchase or sale of any securities.

No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.

No executive officer or director of the corporation is the subject of any
pending legal proceedings.

BACKGROUND INFORMATION ABOUT OUR SOLE OFFICER AND DIRECTOR

ANDREA FEHSENFELD has been President of Free Form Productions since 1999 and has
been active in the production industry during this time. She has overseen over
100 productions with clients from Asia, the US, Canada, Europe and South
America. She has been a member of Women in Film, the Motion Picture Industry
Association and the AICP (American Commercial Producers).

Andrea Fehsenfeld attended Langara College and received a Sales and Marketing
diploma in 1992. Prior to running Free Form Productions, Ms. Fehsenfeld spent
seven years in the finance industry, running her own financial planning
business.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who own more than ten percent of our common
stock, to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes of ownership of our common stock. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file.

We intend to ensure to the best of our ability that all Section 16(a) filing
requirements applicable to our officers, directors and greater than ten percent
beneficial owners are complied with in a timely fashion.

CODE OF ETHICS

We do not currently have a code of ethics, because we have only limited business
operations and only one officer and director, we believe a code of ethics would
have limited utility. We intend to adopt such a code of ethics as our business
operations expand and we have more directors, officers and employees.

CORPORATE GOVERNANCE

We currently act with Andrea Fehsenfeld as our sole director. We have determined
that Ms. Fehsenfeld is not an independent director as defined by Nasdaq
Marketplace Rule 4200(a)( 1.5 ).

ITEM 11. EXECUTIVE COMPENSATION

The following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officer paid by us during the fiscal
year that ended September 30, 2011 in all capacities for the accounts of our
executives, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO):

SUMMARY COMPENSATION TABLE

Non-Equity Non-qualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary($) Bonus($) Awards($) Awards($) sation($) Earnings($) sation($) Totals($)
-------- ---- --------- -------- --------- --------- --------- ----------- --------- ---------

Andrea 2013 $ 0 0 0 0 0 0 0 $ 0
Fehsenfeld 2012 $ 0 0 0 0 0 0 0 $ 0
President, 2011 $ 0 0 0 0 0 0 0 $ 0
Chief
Executive
Officer and
Director

OPTION GRANTS TABLE. There have been no individual grants of stock options to
purchase our common stock made to the executive officer named in the Summary
Compensation Table.

AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE. There have
been no stock options exercised by the executive officer named in the Summary
Compensation Table.

LONG-TERM INCENTIVE PLAN ("LTIP") AWARDS TABLE. There have been no awards made
to a named executive officer in the last completed fiscal year under any LTIP.

The officer and director of the company does not intend to receive cash
remuneration or salary for her efforts unless and until our business operations
are successful, at which time salaries and other remuneration will be
established by the Board of Directors, as appropriate.

Our officer, director, advisor or key employee is not currently party to
employment agreements with the company. We have no pension, health, annuity,
bonus, insurance, stock options, profit sharing or similar benefit plans;
however, we may adopt such plans in the future. There are presently no personal
benefits available for directors, officers or employees of the company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this report, the total number
of shares owned beneficially by our director, officer and key employee,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares. The stockholder listed below has direct ownership of her
shares and possesses sole voting and dispositive power with respect to the
shares.

Name and Address of No. of Percentage
Beneficial Owner (1) Shares of Ownership
-------------------- ------ ------------

Andrea Fehsenfeld 15,000,000 50%
8017 Kenyon Avenue
Los Angeles, CA 90045

All Officers and Directors as a Group 15,000,000 50%

----------
(1) The person named may be deemed to be a "parent" and "promoter" of the
Company, within the meaning of such terms under the Securities Act of 1933,
as amended, by virtue of his/her direct and indirect holdings in the
Company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On September 25, 2007, a total of 15,000,000 shares of Common Stock (post-split
basis) were issued in exchange for cash in the amount of $9,000 U.S., or $.003
per share to Andrea Fehsenfeld, the sole officer and director of the company.
All of such shares are "restricted" securities, as that term is defined by the
Securities Act of 1933, as amended. (See "Principal Stockholders".)

Ms. Fehsenfeld was not paid for any underwriting services that she performed on
our behalf with respect to our recent offering.

As of September 30, 2013, there is a loan payable due to Andrea Fehsenfeld for
$32,872, which is non-interest bearing with no specific terms of repayment.

We do not currently have any conflicts of interest by or among our current
officer, director, key employee or advisors. We have not yet formulated a policy
for handling conflicts of interest; however, we intend to do so prior to hiring
any additional employees.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The total fees charged to the company for audit services, including quarterly
reviews, were $7,500, audit-related services were $Nil, tax services were $Nil
and other services were $Nil during the year ended September 30, 2013.

PART IV

ITEM 15. EXHIBITS

The following exhibits are included with this filing:

Exhibit
Number Description
------ -----------

3(i) Articles of Incorporation*
3(ii) Bylaws*
31.1 Sec. 302 Certification of CEO
31.2 Sec. 302 Certification of CFO
32.1 Sec. 906 Certification of CEO
32.2 Sec. 906 Certification of CFO
101 Interactive data files pursuant to Rule 405 of Regulation S-T

----------
* Included in our SB-2 filing under Commission File Number 333-146627.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

January 14, 2014 Boreal Productions Inc.

/s/ Andrea Fehsenfeld
---------------------------------------------------
By: Andrea Fehsenfeld
(Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer, President, Secretary,
Treasurer & Sole Director)

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

/s/ Andrea Fehsenfeld Chief Executive Officer January 14, 2014
-------------------------- ----------------------- ----------------
Andrea Fehsenfeld Title Date

/s/ Andrea Fehsenfeld Chief Financial Officer January 14, 2014
-------------------------- ----------------------- ----------------
Andrea Fehsenfeld Title Date

/s/ Andrea Fehsenfeld Principal Accounting Officer January 14, 2014
-------------------------- ---------------------------- ----------------
Andrea Fehsenfeld Title Date