UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14C
(RULE 14c-101)
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange
Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary information statement
[ ] Confidential, for use of the Commission only
(as permitted by Rule 14c-5(d)(2))
[ ] Definitive information statement
Reshoot & Edit
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(Name of Registrant as Specified in Its Charter)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on the table below per Exchange Act
Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid: N/A
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee was paid
previously. Identify the previous filing by
registration statement number, or the form or schedule
and the date of its filing.
(1) Amount previously paid: N/A
(2) Form, schedule or registration statement no.: N/A
(3) Filing party: N/A
(4) Date filed: N/A
Reshoot & Edit
10685 Oak Crest Avenue
Las Vegas, Nevada 89144
Telephone: (702) 610-6523
[date], 2007
To the Shareholders:
The purpose of this Information Statement is to is to inform the holders of
record, as of the close of business on [date] (the "Record Date"), of
shares of common stock, par value $0.001 per share (the "Common Stock") of
Reshoot & Edit, a Nevada corporation ("the Company"), that our Board of
Directors and two holders of approximately 86% of our capital stock as of the
Record Date have given written consent as of December 26, 2007, to approve the
following:
The spin-off of Reshoot & Edit's wholly-owned subsidiary, Reshoot
Production Company, resulting in the Reshoot & Edit shareholders,
on the Record Date, owning a direct interest in the subsidiary
that is proportionate to their ownership in Reshoot & Edit.
Nevada corporation law and the Company's bylaws permit holders of a majority
of the voting power to take stockholder action by written consent.
Accordingly, the Company will not hold a meeting of its stockholders to
consider or vote upon the subisidiary spin-off as described in this Information
Statement.
We encourage you to read the attached Information Statement carefully,
including the exhibits, for further information regarding these actions. In
accordance with Rule 14c-2 promulgated under the Securities Exchange Act of
1934, as amended ("Exchange Act"), the approval of the action described
herein by the holders of a majority of the voting power of the Company will
be deemed ratified and effective at a date that is at least 20 days after the
date this Information Statement has been mailed or furnished to our
stockholders. This Information Statement is first being mailed or furnished
to stockholders on or about [date].
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS'
MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN.
This Information Statement is being furnished to you solely for the purpose
of informing stockholders of the matters described herein in compliance with
Regulation 14C of the Exchange Act.
By Order of the Board of Directors
/s/ Dana Washington
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Dana Washington
President and Director
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Reshoot & Edit
10685 Oak Crest Avenue
Las Vegas, Nevada 89144
Telephone: (702) 610-6523
INFORMATION STATEMENT
AND NOTICE OF ACTIONS TAKEN
BY WRITTEN CONSENT OF THE MAJORITY STOCKHOLDERS
General Information
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This Information Statement is being provided to the Shareholders of Reshoot &
Edit ("the Company"), in connection with our prior receipt of approval by
written consent, in lieu of a meeting of shareholders, to approve the
following:
The spin-off of Reshoot & Edit's wholly-owned subsidiary, Reshoot
Production Company, resulting in the Reshoot & Edit shareholders,
on the Record Date, owning a direct interest in the subsidiary
that is proportionate to their ownership in Reshoot & Edit.
The Company will pay all costs associated with the distribution of this
Information Statement, including the costs of printing and mailing. The
Company will only deliver one Information Statement to multiple stockholders
sharing an address unless the Company has received contrary instructions from
one or more of the stockholders. The Company will promptly deliver a separate
copy of this Information Statement and future stockholder communication
documents to any stockholder at a shared address to which a single copy of
this Information Statement was delivered, or deliver a single copy of this
Information Statement and future stockholder communication documents to any
stockholder or holders sharing an address to which multiple copies are now
delivered, upon written or oral request to the following address:
Reshoot & Edit
10685 Oak Crest Avenue
Las Vegas, Nevada 89144
Stockholders may also address future requests regarding delivery of
information statements and/or annual reports by contacting the Company at
the address listed above.
Information on Consenting Stockholders
Pursuant to the Company's Bylaws and the Nevada Corporate Law, the dividend
spin off our wholly-owned subsidiary must be approved by the vote of the
holders of shares representing a majority of the voting power of the common
stock. The Company's Articles of Incorporation do not authorize cumulative
voting.
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Outstanding Voting Stock of the Company
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As of the Record Date, the Company had 70,000,000 authorized shares of common
stock, of which 9,200,000 were issued and outstanding. The consenting
stockholders, who consist of two current stockholders of the Company, are
collectively the record and beneficial owners of 7,200,000 shares, which
represents approximately 86% of the issued and outstanding shares of the
Company's outstanding common stock. The consenting stockholders voted in
favor of the actions described by written consent, dated December 26, 2007.
Each share of Common Stock entitles the holder to one (1) vote on all matters
submitted to the shareholders.
The elimination of the need for a special meeting of shareholders to approve
the corporate actions is authorized by Section 78.320 of the Nevada Revised
Statutes which provides that any action required or permitted to be taken at a
meeting of the stockholders may be taken without a meeting, if before or after
the action, a written consent thereto is signed by stockholders holding at
least a majority of the voting power. In order to eliminate the costs and
management time involved in holding a special meeting and in order to effect
the corporate actions as early as possible to accomplish the purposes of the
company as hereafter described, the company decided to proceed with the
corporate actions by obtaining the written consent of shareholders holding a
majority of the voting power of the Company. Reshoot Production Company plans
to file a Registration Statement with the U. S. Securities and Exchange
Commission to register this spin-off dividend. The shareholders of Reshoot &
Edit will not receive their spin-off shares until the Reshoot Production
Company registration statement becomes effective.
Security Ownership of Certain Owners and Management
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The following Table sets forth the Common Stock ownership information as
of December 26, 2007, with respect to (i) each person known to the Company to
be the beneficial owner of more than 5% of the Company's Common and Preferred
Stock, (ii) each director of the Company, (iii) each person intending to file
a written consent to the adoption of the dividend subsidiary spin-off
described herein, and (iv) all directors, executive officers and designated
shareholders of the Company as a group. This information as to beneficial
ownership was furnished to the Company by or on behalf of each person named.
AMOUNT AND
NATURE OF
TITLE OF NAME OF BENEFICIAL BENEFICIAL PERCENT OF
CLASS OWNER AND POSITION OWNERSHIP CLASS(1)
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Common Dana Washington(2) 400,000 4.8%
Sole Officer/Director
Common Ed DeStefano(3) 6,800,000 80.9%
Shareholder
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DIRECTORS AND OFFICERS
AS A GROUP (1 person) 400,000 4.8%
(1) Percentages are based on 9,200,000 common shares issued and
outstanding
(2) Dana Washington, 10685 Oak Crest Avenue, Las Vegas, Nevada 89144
(3) Ed DeStefano, 14055 Tahiti Way, #305, Marina del Rey, CA 90292
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EXPLANATION OF ACTIONS TO BE TAKEN
DIVIDEND SPIN OFF
The Board of Directors of the Company has adopted a resolution to spin off its
wholly owned subsidiary resulting in the Reshoot & Edit shareholders on the
Record Date owning a direct interest in the subsidiary that is proportionate
to their ownership in Reshoot & Edit.
Our board of directors believes that spinning-off its wholly-owned subsidiary,
will accomplish a number of important objectives. The spin-off will separate
distinct companies with different financial, investment and operating
characteristics so that each can adopt business strategies and objectives
tailored to their respective markets. This will allow both companies that
have operations that are inconsistent with each other to better prioritize the
allocation of their management and their financial resources for achievement
of their corporate objectives.
Record shareholders of Reshoot & Edit as of the record date [date], will
receive one (1) common share, par value $0.001, of Reshoot Production Company
common stock for every share of Reshoot & Edit common stock owned. The Reshoot
Production Company stock dividend will be based on 9,200,000 shares of Reshoot
& Edit common stock that are issued and outstanding as of the record date.
Following the issuance of the stock dividend, Reshoot Production Company will
have 9,200,000 common shares issued and outstanding.
Reshoot Production Company plans to file a Registration Statement with the
U. S. Securities and Exchange Commission to register this spin-off dividend.
The shareholders of Reshoot & Edit will not receive their spin-off shares until
the Reshoot Production Company registration statement becomes effective. Upon
notice of effectiveness of the Reshoot Production Company registration
statement, the Company's Transfer Agent will send out the spin off dividend
shares to the Reshoot & Edit shareholders.
Reshoot & Edit will retain no ownership in Reshoot Production Company following
the issuance of the stock dividend. Further, Reshoot Production Company will
no longer be a subsidiary of Reshoot & Edit.
Description of Reshoot Production Company Business
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Reshoot Production Company was formed on October 31, 2007. In December 2007,
we entered into an option agreement with Braverman Productions, Inc. This
option agreement which is set to expire on November 30, 2008. This agreement
gives Reshoot Production Company the rights to purchase the motion picture
("Motion Picture" meaning theatrical motion picture and or television) and
ancillary rights in an unpublished script entitled, "Masquerade."
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In the event the Option is exercised, Reshoot Production Company and Braverman
Productions, Inc. will form a new joint venture. The new joint venture will be
funded with $1,000,000 (One Million dollars) within 30 days of notification the
option has been exercised. Braverman will produce the film and have complete
creative control producing the project, which will include but not be limited
to; budget, casting, pre-production, above the line, below the line,
production, and post production.
Any and all income from the film and any and all income from any ancillary
rights from theatrical distribution, television, cable, internet, DVD's, and
every other source will go into the new joint venture formed to make the film,
and that money will be split 50/50 between Reshoot Production Company and
Braverman Productions, Inc.after Reshoot Production Company recoups the first
$1,000,000 (one million dollars). There will be no expenses, interest, or
overhead of any kind deducted by MQH from any of the income.
Reshoot & Edit's largest shareholder, who is not an officer nor director of
Reshoot & Edit is the sole officer/director of Reshoot Production Company.
Since Reshoot Production Company business is related to film production and
Reshoot & Edit's business was related to sourcing movie scripts, the Reshoot &
Edit directors decided it was in the best interest of Reshoot & Edit and
Reshoot Production Company's shareholders to spin off Reshoot Production
Company to minimize any potential of conflict of interest, in utilitizing
resources or in accessing funding.
No Dissenter's Rights
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Under Nevada Law, our dissenting shareholders are not entitled to appraisal
rights with respect to this dividend subsidiary spin-off, and we will not
independently provide our shareholders with any such right.
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Financial and Other Information
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The following documents, filed by us with the Commission, are incorporated
herein by reference:
(i) Our Annual Report filed on Form 10-KSB, filed with the Commission
on November 30, 2007, for the fiscal year ended August 31, 2007;
(ii) Our Quarterly Report filed on Form 10-QSB/A with the Commission on
August 22, 2007 for the nine month period ended May 31, 2007.
Any statement contained in a document incorporated or deemed to be incorporated
in this Information Statement shall be deemed to be modified or superseded for
purposes of this Information Statement to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated by reference modifies or supersedes such statement.
A copy of the documents incorporated herein by reference (excluding exhibits
unless such exhibits are specifically incorporated by reference into the
information incorporated herein) that are not presented with this document or
delivered herewith, will be provided without charge to each person, including
any beneficial owner, to whom an Information Statement is delivered, upon oral
or written request of any such person and by first-class mail or other equally
prompt means. Requests should be directed to the Company at 10685 Oak Crest
Avenue, Las Vegas, Nevada 89144
Conclusion
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As a matter of regulatory compliance, we are sending you this Information
Statement which describes the purpose and effect of our subsidiary dividend
spin-off. Your consent to the dividend spin-off is not required and is not
being solicited in connection with this action. This Information Statement is
intended to provide our stockholders information required by the rules and
regulations of the Securities Exchange Act of 1934.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.
For the Board of Directors of
Date: [date], 2007 Reshoot & Edit
By: /s/ Dana Washington
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Dana Washington
President and Director
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