UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended August 31, 2008
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to ____________
Commission file number 000-52439
Reshoot & Edit
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(Exact name of registrant as specified in its charter)
Nevada 20-5449905
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(State of incorporation) (I.R.S. Employer ID No.)
10685 Oak Crest Avenue, Las Vegas, Nevada 89144
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(Address of principal executive officers, including Zip Code)
(702) 610-6523
-------------------------------------
(Issuer's Telephone Number)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ] Yes [X] No
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 [X] No
Indicate by checkmark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 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 checkmark 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. [X]
Indicate by checkmark 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.
[ ] Large accelerated filer [ ] Accelerated filer
[ ] Non-accelerated filer [X] Smaller reporting company
(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 [ ]
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common equity,
as of the last business day of the registrant's most recently completed second
fiscal quarter:
The aggregate market value of the Company's common shares of voting stock held
by non-affiliates of the Company at August 31, 2008, computed by reference to
the $0.02 Registration Statement per-share price on August 31, 2008, was
$40,000.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date:
As of November 4, 2008, there were 9,200,000 shares of the issuers Common
Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
INDEX
Title Page
ITEM 1. BUSINESS 5
ITEM 2. PROPERTIES 15
ITEM 3. LEGAL PROCEEDINGS 15
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 15
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF 18
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 22
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 23
ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES 23
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 26
ITEM 11. EXECUTIVE COMPENSATION 29
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, 31
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 32
AND DIRECTOR INDEPENDENCE
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 33
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 34
2
FORWARD-LOOKING STATEMENTS
This document contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. All statements other than
statements of historical fact are "forward-looking statements" for purposes
of federal and state securities laws, including, but not limited to, any
projections of earnings, revenue or other financial items; any statements of
the plans, strategies and objections of management for future operations; any
statements concerning proposed new services or developments; any statements
regarding future economic conditions or performance; any statements or
belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words "may," "could," "estimate,"
"intend," "continue," "believe," "expect" or "anticipate" or other similar
words. These forward-looking statements present our estimates and assumptions
only as of the date of this report. Accordingly, readers are cautioned not to
place undue reliance on forward-looking statements, which speak only as of
the dates on which they are made. We do not undertake to update forward-
looking statements to reflect the impact of circumstances or events that
arise after the dates they are made. You should, however, consult further
disclosures we make in future filings of our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Although we believe that the expectations reflected in any of our forward-
looking statements are reasonable, actual results could differ materially
from those projected or assumed in any of our forward-looking statements. Our
future financial condition and results of operations, as well as any forward-
looking statements, are subject to change and inherent risks and
uncertainties. The factors impacting these risks and uncertainties include,
but are not limited to:
o inability to raise additional financing for working capital;
o inability to locate television and movie scripts;
o deterioration in general or regional economic, market and political
conditions;
o the fact that our accounting policies and methods are fundamental to how
we report our financial condition and results of operations, and they may
require management to make estimates about matters that are inherently
uncertain;
o adverse state or federal legislation or regulation that increases the costs
of compliance, or adverse findings by a regulator with respect to existing
operations;
o changes in U.S. GAAP or in the legal, regulatory and legislative
environments in the markets in which we operate;
3
o inability to efficiently manage our operations;
o inability to achieve future operating results;
o our ability to recruit and hire key employees;
o the inability of management to effectively implement our strategies and
business plans; and
o the other risks and uncertainties detailed in this report.
In this form 10-K references to "Reshoot & Edit", "the Company", "we,"
"us," and "our" refer to Reshoot & Edit.
AVAILABLE INFORMATION
We file annual, quarterly and special reports and other information with the
SEC. You can read these SEC filings and reports over the Internet at the
SEC's website at www.sec.gov. You can also obtain copies of the documents at
prescribed rates by writing to the Public Reference Section of the SEC at 100
F Street, NE, Washington, DC 20549 on official business days between the
hours of 10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for
further information on the operations of the public reference facilities. We
will provide a copy of our annual report to security holders, including
audited financial statements, at no charge upon receipt to of a written
request to us at Reshoot & Edit, 10685 Oak Crest Avenue, Las Vegas, Nevada
89144.
4
PART I
ITEM 1. BUSINESS
History and Organization
- ------------------------
Reshoot & Edit ("the Company") was incorporated under the laws of the State
of Nevada on August 23, 2006, under the name Reshoot & Edit
Reshoot & Edit is focused on becoming a depository of television and movie
scripts for resale.
Our Business
- ------------
Reshoot & Edit is a developmental stage start-up company that has not generated
any revenues and has no inventory of any movie/television scripts. The
Company's goal is to purchase or obtain options to purchase television and
movie scripts, develop and implement a marketing and sales program to sell
these television/movie scripts and address all necessary infrastructure
concerns.
Industry Background
- -------------------
A movie/television producer finds or develops scripts, puts them together with
actors and other creative personnel, and sells the resulting "package" to a
movie/television studio. There are literally thousands of full-and part-time
producers, ranging from an individual to major production companies that may
have a dozen or more film and TV projects in production at any given moment.
An established production company will typically have a director of development
and/or a story editor who reads scripts. In some cases, these people will read
submissions from unknown writers and writers who are not represented by an
agent. In most instances, they refuse to read unsolicited submissions because:
(1) they already have more scripts than they can read; and (2) they are
concerned of being sued by a new writer who may claim that they read his/her
script, made some changes to the script and plagiarized their intellectual
property. Some producers will read a script if the writer signs a release to
protect the producers from plagiarism suits. Most writers approach the
director of development through an agent.
It is not mandatory that a writer have a screenplay agent represent them in
order to sell a screenplay. However, having a screenplay agent may increase
their chances to sell a screenplay. Many producers prefer or mandate that
screenplay submissions come only from screenplay agents because screenplay
agents help their review process by weeding out a large portion of non-saleable
screenplays. Screenplay agents know the in's and out's of the industry.
Experienced agents know who is available, and who does the buying.
5
The benefits provided by a screenplay agent include:
a) They read and edit screenplays to enhance their marketability
b) They know the players involved: actors, directors, producers, and the
buyers
c) They know the trends
d) They are experienced negotiators and may be able to obtain better terms and
royalties
e) Their job is focused on selling screenplays
For screenwriters, half the battle is writing a screenplay. The other half is
selling their screenplay. For a new screenwriter, the process of a selling
screenplays can take longer than actually writing the screenplay.
A literary manager offers most of the same services as a screenplay agent, but
they also offer some additional services. In general, a literary manager helps
writers develop and fine tune their writing skills. They also help to develop
and fine tune individual screenplays. A Literary Manager may do all of the
following:
a) Edit scripts and help guide rewrites.
b) Help to develop and fine tune writers writing skills.
c) Find writing jobs for new writers.
Marketing Strategy
- ------------------
Reshoot & Edit is considering marketing its services in the "Hollywood Agents
and Managers Directory." This publication is a source book of agents' names,
addresses, and phone numbers. It is published in February and August of each
year. The directory costs about $50 per issue or $80 for a year's
subscription. A majority of known and unknown screenwriters subscribe to this
Directory.
The "Hollywood Agents and Managers Directory" contains detailed listings for
every literary and talent agency that does business in Hollywood. The
publishers of "Hollywood Agents and Managers Directory" also produce the
"Hollywood Creative Directory," which lists producers and studio personnel.
The Writers Guild of America, offers writers a list of agencies that represent
screenwriters. The mega-agencies like ICM and William Morris tend to be less
than friendly to new writers, who have not established themselves.
The success of Reshoot & Edit in purchasing a completed screenplays is
difficult to measure. Screenplay agents generally charge a 10% commission on
any screenplay sale and managers generally charge a 15% commission on the
purchase price of a screenplay. Reshoot & Edit may utilize the services of
agents and managers to help sell a screenplay. The commission paid to these
agents will reduce future company profit.
6
Products and Services
- ---------------------
Reshoot & Edit plans to purchase screenplays through either 1) an outright
purchase of the script or 2) an option to purchase the script. Few
screenwriters sell their screenplays in upper 6 figures. A more realistic
purchase price for new screenwriters will be in the mid-5 figure range.
After a screenwriter sells a screenplay, they gain added credibility and
their saleability increases. It is when a screenwriter sells a screenplay
for the second and third time, they can then expect to sell their screenplays
for higher figures. Reshoot & Edit hopes to identify, find and purchase
screenplays from new writers, who are not known at this time.
If they become successful writers in the future, Reshoot & Edit will have a
greater likelihood of marketing and selling the writers original work(s).
The prices that Reshoot & Edit can sell a screenplay will depend on:
1) available inventory of screenplays owned by Reshoot & Edit
2) the reputation of the writers of the inventoried screenplays
3) the quality and story of the screenplay
4) the producers and actors attached to the film
5) the target audience of the screenplay
6) paying a commission to an agency to help find a buyer
7) timing in finding the right buyer at the right time
Reshoot & Edit Funding Requirements
- -----------------------------------
Reshoot & Edit does not have the required capital or funding to complete this
initial project. Management anticipates Reshoot & Edit will require at least
$200,000 to purchase or obtain options to purchase television and movie
scripts, develop and implement a marketing and sales program and address all
necessary infrastructure concerns.
Future funding could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or
amortization expenses related to goodwill and other intangible assets, which
could materially adversely affect the Company's business, results of
operations and financial condition. Any future acquisitions of other
businesses, technologies, services or product(s) might require the Company to
obtain additional equity or debt financing, which might not be available on
terms favorable to the Company, or at all, and such financing, if available,
might be dilutive.
7
Competition
- -----------
Many of the Company's competitors include movie/television producers, agents,
and literary managers. Writers will look to them to sell their scripts
before they would consider selling their script to Reshoot & Edit. These
competing individuals and entities are significantly larger and have
substantially greater financial, industry recognition and other resources
than Reshoot & Edit.
There is no assurance that the Company will be able to compete successfully
against present or future competitors or that competitive pressures faced by
the Company will not have a material adverse effect on the Company.
Patent, Trademark, License and Franchise Restrictions and Contractual
Obligations and Concessions
We currently have no pending or provisional patents or trademark
applications.
Research and Development Activities and Costs
The majority of Reshoot & Edit expenses involved the costs related to
maintain the Company's fully reporting status.
Compliance With Environmental Laws
We are not aware of any environmental laws that have been enacted, nor are we
aware of any such laws being contemplated for the future, that impact issues
specific to our business. Environment laws do not apply to companies or
individuals providing consulting services, unless they have been engaged to
consult on environmental matters. We are not planning to provide
environmental consulting services.
8
Employees
- ---------
We have no full-time employees at the present time. Our sole officer and
director, is responsible for all planning, developing and operational duties,
and will continue to do so throughout the early stages of our growth.
All functions including development, strategy, negotiations and clerical work
is being provided by the sole officer/director on a voluntary basis, without
compensation.
We have no intention of hiring employees until the business has been
successfully launched and we have sufficient, reliable revenue from our
operations. Our officer and director is planning to do whatever work is
required until our business to the point of having positive cash flow. We do
not expect to hire any employees during the coming fiscal year.
Item 1A. Risk Factors.
Risk Factors Relating to Our Company
------------------------------------
1. SINCE WE ARE A DEVELOPMENT STAGE COMPANY, WE 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 PLAN.
Our company was incorporated on August 23, 2006; we have no operating history
upon which an evaluation can be made. 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, there are no
assurances 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, which would dilute the value of any shares.
2. IF OUR BUSINESS PLAN IS NOT SUCCESSFUL, WE MAY NOT BE ABLE TO CONTINUE
OPERATIONS AS A GOING CONCERN AND OUR STOCKHOLDERS MAY LOSE THEIR ENTIRE
INVESTMENT IN US.
As discussed in the Notes to Financial Statements included in this annual
report, at August 31, 2008 we had working capital of approximately $1,200 and
stockholders' equity of approximately $1,200. In addition, we had a net loss
of approximately (15,222) for the period August 23, 2006 (inception) to
August 31, 2008.
9
These factors raise substantial doubt that we will be able to continue
operations as a going concern, and our independent auditors included an
explanatory paragraph regarding this uncertainty in their report on our
financial statements for the period August 23, 2006 (inception) to August 31,
2008. Our ability to continue as a going concern is dependent upon our
generating cash flow sufficient to fund operations and reducing operating
expenses. Our business plans may not be successful in addressing these
issues. If we cannot continue as a going concern, our stockholders may lose
their entire investment in us.
3. WE EXPECT LOSSES IN THE FUTURE BECAUSE WE HAVE NO REVENUE.
We have not generated any revenues , we are expect losses over the next
twelve (12) months since we have no revenues to offset the expenses
associated in executing our business plan. We cannot guarantee that we will
ever be successful in generating revenues in the future. We recognize that
if we are unable to generate revenues, we will not be able to earn profits or
continue operations as a going concern. There is no history upon which to
base any assumption as to the likelihood that we will prove successful, and
we can provide investors with no assurance that we will generate any
operating revenues or ever achieve profitable operations.
4. SINCE OUR OFFICER WORKS OR CONSULTS FOR OTHER COMPANIES, HER OTHER
ACTIVITIES COULD SLOW DOWN OUR OPERATIONS.
Dana Washington, our sole officer, does not work for us exclusively and does
not devote all of her time to our operations. Therefore, it is possible that
a conflict of interest with regard to her time may arise based on her
employment in other activities. Her other activities will prevent her from
devoting full-time to our operations which could slow our operations and may
reduce our financial results because of the slow down in operations.
Dana Washington, the President and Director of the company, currently devotes
approximately 5-10 hours per week to company matters. She has no prior
experience serving as a principal accounting officer or principal financial
officer in a public company. We have not formulated a plan to resolve any
possible conflict of interest with her other business activities. Ms.
Washington intends to limit her role in her other business activities and
devote more of her time to Reshoot & Edit after we attain a sufficient level
of revenue and are able to provide sufficient officers' salaries per our
business plan. In the event she is unable to fulfill any aspect of her
duties to the company we may experience a shortfall or complete lack of sales
resulting in little or no profits and eventual closure of the business.
10
5. OUR SOLE OFFICER, DANA WASHINGTON, HAS NO EXPERIENCE IN OPERATING A FULLY
REPORTING COMPANY, AND HAS NO EXPERIENCE IN PURCHASING TELEVISION/MOVIE
SCREENPLAYS.
Our sole executive officer has no experience in operating a fully reporting
company, and has no experience in purchasing television/movie screenplays.
Due to her lack of experience, our executive officer may make wrong decisions
and choices regarding selection of scripts to purchase on behalf of the
Company. Consequently, our Company may suffer irreparable harm due to
management's lack of experience in this industry. As a result we may have to
suspend or cease operations which will result in the loss of your investment.
6. IF WE ARE UNABLE TO OBTAIN ADDITIONAL FUNDING, OUR BUSINESS OPERATIONS
WILL BE HARMED. EVEN IF WE DO OBTAIN ADDITIONAL FINANCING OUR THEN EXISTING
SHAREHOLDERS MAY SUFFER SUBSTANTIAL DILUTION.
We will require additional funds to obtain the resources to purchase or
obtain options to purchase television and movie scripts, develop and
implement a marketing and sales program and address all necessary
infrastructure concerns. We anticipate that we will require up to
approximately $200,000 to fund our continued operations. Such funds may come
from the sale of equity and/or debt securities and/or loans. It is possible
that additional capital will be required to effectively support the
operations and to otherwise implement our overall business strategy. The
inability to raise the required capital will restrict our ability to grow and
may reduce our ability to continue to conduct business operations. If we are
unable to obtain necessary financing, we will likely be required to curtail
our development plans which could cause the company to become dormant. Any
additional equity financing may involve substantial dilution to our then
existing shareholders.
7. WE MAY NOT BE ABLE TO RAISE SUFFICIENT CAPITAL OR GENERATE ADEQUATE
REVENUE TO MEET OUR OBLIGATIONS AND FUND OUR OPERATING EXPENSES.
Failure to raise adequate capital and generate adequate sales revenues to
meet our obligations and develop and sustain our operations could result in
reducing or ceasing our operations. Additionally, even if we do raise
sufficient capital and generate revenues to support our operating expenses,
there can be no assurances that the revenue will be sufficient to enable us
to develop business to a level where it will generate profits and cash flows
from operations. These matters raise substantial doubt about our ability to
continue as a going concern. Our independent auditors currently included an
explanatory paragraph in their report on our financial statements regarding
concerns about our ability to continue as a going concern.
11
8. WE MAY NOT BE ABLE TO COMPETE WITH MOVIE PRODUCERS AND SCRIPT AGENTS, SOME
OF WHOM HAVE GREATER RESOURCES AND EXPERIENCE THAN WE DO.
The purchase of movie and television scripts is highly competitive, and
subject to rapid change. We do not have the resources to compete with movie
producers and script agents. With the minimal resources we have available,
the selection of scripts we could purchase or obtain an option to purchase
becomes very limited. Competition by existing and future competitors could
result in our inability to secure any movie or television scripts that are
marketable for resale. This competition from other entities with greater
resources and reputations may result in our failure to maintain or expand our
business as we may never be able to successfully execute our business plan.
Further, Reshoot & Edit cannot be assured that it will be able to compete
successfully against present or future competitors or that the competitive
pressure it may face will not force it to cease operations.
9. OUR PRINCIPAL STOCKHOLDERS, OFFICERS AND DIRECTORS OWN A CONTROLLING
INTEREST IN OUR VOTING STOCK AND INVESTORS WILL NOT HAVE ANY VOICE IN OUR
MANAGEMENT, WHICH COULD RESULT IN DECISIONS ADVERSE TO OUR GENERAL
SHAREHOLDERS.
Our officer and our principal stockholder, in the aggregate, beneficially own
approximately or have the right to vote approximately 86% of our outstanding
common stock. As a result, these two stockholders, acting together, will
have the ability to control substantially all matters submitted to our
stockholders for approval including:
a) election of our board of directors;
b) removal of any of our directors;
c) amendment of our Articles of Incorporation or bylaws; and
d) adoption of measures that could delay or prevent a change in control or
impede a merger, takeover or other business combination involving us.
As a result of their ownership and positions, these two individuals have the
ability to influence all matters requiring shareholder approval, including
the election of directors and approval of significant corporate transactions.
In addition, the future prospect of sales of significant amounts of shares
held by our director and executive officer could affect the market price of
our common stock if the marketplace does not orderly adjust to the increase
in shares in the market and the value of your investment in the company may
decrease. Management's stock ownership may discourage a potential acquirer
from making a tender offer or otherwise attempting to obtain control of us,
which in turn could reduce our stock price or prevent our stockholders from
realizing a premium over our stock price.
12
Risks Relating To Our Common Shares
-----------------------------------
10. WE MAY, IN THE FUTURE, ISSUE ADDITIONAL COMMON SHARES, WHICH WOULD REDUCE
INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.
Our Articles of Incorporation authorize the issuance of 70,000,000 shares of
common stock and 5,000,000 preferred shares. The future issuance of common
stock may result in substantial dilution in the percentage of our common
stock held by our then existing shareholders. We may value any common stock
issued in the future on an arbitrary basis. The issuance of common stock for
future services or acquisitions or other corporate actions may have the
effect of diluting the value of the shares held by our investors, and might
have an adverse effect on any trading market for our common stock.
11. OUR COMMON SHARES ARE SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND
THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN
OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes relevant to
us, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to
certain exceptions.
For any transaction involving a penny stock, unless exempt, the rules
require: (a) that a broker or dealer approve a person's account for
transactions in penny stocks; and (b) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity
and quantity of the penny stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the
broker or dealer must: (a) obtain financial information and investment
experience objectives of the person; and (b) make a reasonable determination
that the transactions in penny stocks are suitable for that person and the
person has sufficient knowledge and experience in financial matters to be
capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prescribed by the Commission relating to the
penny stock market, which, in highlight form: (a) sets forth the basis on
which the broker or dealer made the suitability determination; and (b) that
the broker or dealer received a signed, written agreement from the investor
prior to the transaction. Generally, brokers may be less willing to execute
transactions in securities subject to the "penny stock" rules. This may make
it more difficult for investors to dispose of our Common shares and cause a
decline in the market value of our stock.
13
Disclosure also has to be made about the risks of investing in penny stocks
in both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies available to an
investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny
stocks.
12. THERE IS BEEN NO TRADING MARKET OF OUR SECURITIES AND IF A TRADING MARKET
DOES NOT DEVELOP, PURCHASERS OF OUR SECURITIES MAY HAVE DIFFICULTY SELLING
THEIR SHARES.
Our Common Stock is currently quoted on the OTC-Bulletin Board. Since we
became listed on the OTC-Bulletin Board, no stock has traded as of November
4, 2008. There can be no assurance a meaningful trading market will develop.
Reshoot & Edit makes no representation about the value of its Common Stock.
The Company's common stock could be subject to wide fluctuations in response
to variations in quarterly results of operations, announcements of
technological innovations or new solutions by the Company or its competitors,
general conditions in industry, and other events or factors, many of which
are beyond the Company's control. In addition, the stock market has
experienced price and volume fluctuations, which have affected the market
price for many companies in industries similar or related to that of the
Company, which have been unrelated to the operating performance of these
companies. These market fluctuations may have a material adverse eject on
the market price of the Company's common stock and investors may have
difficulty selling their shares.
13. BECAUSE WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS ON OUR COMMON STOCK,
OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS
THEY SELL THEM.
We intend to retain any future earnings to finance the development and
expansion of our business. We do not anticipate paying any cash dividends on
our common stock in the foreseeable future. Unless we pay dividends, our
stockholders will not be able to receive a return on their shares unless they
sell them. There is no assurance that stockholders will be able to sell
shares when desired.
14
14. WE MAY ISSUE SHARES OF PREFERRED STOCK IN THE FUTURE THAT MAY ADVERSELY
IMPACT YOUR RIGHTS AS HOLDERS OF OUR COMMON STOCK.
Our articles of incorporation authorize us to issue up to 5,000,000 shares of
"blank check" preferred stock. Accordingly, our board of directors will have
the authority to fix and determine the relative rights and preferences of
preferred shares, as well as the authority to issue such shares, without
further stockholder approval. As a result, our board of directors could
authorize the issuance of a series of preferred stock that would grant to
holders preferred rights to our assets upon liquidation, the right to receive
dividends before dividends are declared to holders of our common stock, and
the right to the redemption of such preferred shares, together with a
premium, prior to the redemption of the common stock. To the extent that we
do issue such additional shares of preferred stock, your rights as holders of
common stock could be impaired thereby, including, without limitation,
dilution of your ownership interests in us. In addition, shares of preferred
stock could be issued with terms calculated to delay or prevent a change in
control or make removal of management more difficult, which may not be in
your interest as holders of common stock.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2. Properties.
Our corporate headquarters are located at 10685 Oak Crest Avenue, Las Vegas,
Nevada 89144. We believe our current office space is adequate for our
immediate needs; however, as our operations expand, we may need to locate and
secure additional office space.
Item 3. Legal Proceedings.
From time to time, we may become involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in
these or other matters may arise from time to time that may harm our
business.
We are not presently a party to any material litigation, nor to the knowledge
of management is any litigation threatened against us, which may materially
affect us.
Item 4. Submission of Matters to a Vote of Security Holders.
We did not submit any matters to a vote of our security holders during the
past fiscal year.
15
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
(a) Market Information
Reshoot & Edit Common Stock, $0.001 par value, is traded on the OTC-
Bulletin Board under the symbol: RSOO. The stock was cleared for trading on
the OTC-Bulletin Board on October 16, 2007.
Since the Company has been cleared for trading, through October 16, 2007,
there have been no activity of the Company's stock. There are no assurances
that a market will ever develop for the Company's stock.
(b) Holders of Common Stock
As of November 4, 2008, there were approximately forty-one (41) holders of
record of our Common Stock and 9,200,000 shares outstanding.
(c) Dividends
In the future we intend to follow a policy of retaining earnings, if any, to
finance the growth of the business and do not anticipate paying any cash
dividends in the foreseeable future. The declaration and payment of future
dividends on the Common Stock will be the sole discretion of board of
directors and will depend on our profitability and financial condition,
capital requirements, statutory and contractual restrictions, future
prospects and other factors deemed relevant.
On or about January 30, 2008, record shareholders of Reshoot & Edit common
stock were entitled to receive a special stock dividend of Reshoot Production
Company, a Nevada corporation, a wholly owned subsidiary of Reshoot & Edit.
This subsidiary acquired the interests in and rights to an unpublished script
for the purpose of producing a motion picture. This spin off will allow both
companies to focus on their different business plans and not compete in
accessing funding in capital markets.
Record shareholders received 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 was based
on 9,200,000 shares of Reshoot & Edit common stock that were issued and
outstanding as of the record date.
Reshoot & Edit retained no ownership in Reshoot Production Company following
the issuance of the stock dividend. Further, Reshoot Production Company is
longer a subsidiary of Reshoot & Edit and both companies have different
management.
16
(d) Securities Authorized for Issuance under Equity Compensation Plans
There are no outstanding grants or rights or any equity compensation plan in
place.
Recent Sales of Unregistered Securities
On August 23, 2006 (inception), we issued 400,000, par value $0.001 common
shares of stock for cash to Dana Washington, who is our President, Chief
Executive Officer, Chief Financial Officer, Secretary and Director.
On August 31, 2005 we conducted a private placement without any general
solicitation or advertisement. The shares were issued in reliance upon an
exemption from registration under Section 4(2) of the Securities Act and/or
Rule 506 of Regulation D promulgated thereunder as a transaction not
involving a public offering. We filed a Form D with the SEC on our about
August 31, 2006. The four investors purchased 8,000,000, par value $0.001
common shares, for cash.
The Company filed a registration statement on Form SB-2 with the U. S.
Securities and Exchange Commission. The registration was deemed effective on
January 31, 2007. The Company coordinated the registration with the
Securities Division of State of Nevada. The Company offered up to a maximum
of 800,000 shares of its $0.001 par value common stock at a price of $0.01
per share pursuant to a self-underwritten offering. When the offering was
closed on July 17, 2007, the maximum number (800,000 shares) were sold by the
Company to thirty-six (36) investors in conjunction with the registered
offering for an aggregate of $8,000.00.
There have been no other issuances of common or preferred stock.
Issuer Purchases of Equity Securities
We did not repurchase any of our equity securities during the years ended
August 31, 2008 or 2007.
Item 6. Selected Financial Data.
Not applicable.
17
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Overview of Current Operations
- ------------------------------
Reshoot & Edit ("the Company") was incorporated under the laws of the State
of Nevada on August 23, 2006, under the name Reshoot & Edit
Reshoot & Edit is focused on becoming a depository of television and movie
scripts for resale.
Our Business
- ------------
Reshoot & Edit is a developmental stage start-up company that has not
generated any revenues and has no inventory of any movie/television scripts.
The Company's goal is to purchase or obtain options to purchase television
and movie scripts, develop and implement a marketing and sales program to
sell these television/movie scripts and address all necessary infrastructure
concerns.
Reshoot & Edit is attempting to purchase screenplays through either 1) an
outright purchase of the script or 2) an option to purchase the script. Few
screenwriters sell their screenplays in upper 6 figures. A more realistic
purchase price for new screenwriters will be in the mid-5 figure range.
After a screenwriter sells a screenplay, they gain added credibility and
their saleability increases. It is when a screenwriter sells a screenplay
for the second and third time, they can then expect to sell their screenplays
for higher figures. Reshoot & Edit hopes to identify, find and purchase
screenplays from new writers, who are not known at this time.
18
Results of Operations for the year ended August 31, 2008
- --------------------------------------------------------
We earned no revenues since our inception on August 23, 2006 through August
31, 2008. We do not anticipate earning any significant revenues until such
time as we can move our business plan forward. We are presently in the
development stage of our business and we can provide no assurance that we
will be successful in finding and acquiring television and movie scripts.
For the period inception through August 31, 2008, we generated no income.
Since our inception on August 23, 2006 through August 31, 2008, we
experienced a net loss of (15,222). Our loss was attributed to
organizational expenses, audit and legal fees. We anticipate our operating
expenses will increase as we enhance our operations. The increase will be
attributed to professional fees to be incurred in connection with the fully
reporting requirements with the U. S. Securities Exchange Commission under
the Securities Act of 1933. We anticipate our ongoing operating expenses
will also increase once we become a reporting company under the Securities
Exchange Act of 1934.
Revenues
- --------
We generated no revenues for the period from August 23, 2006 (inception)
through August 31, 2008. We do not anticipate generating any revenues for at
least 24 months.
Going Concern
- -------------
Our independent auditors included an explanatory paragraph in their report on
the accompanying financial statements regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional
note disclosures describing the circumstances that lead to this disclosure by
our independent auditors.
19
Summary of any product research and development that we will perform for the
term of our plan of operation.
- ----------------------------------------------------------------------------
We do not anticipate performing any additional significant product research
and development under our current plan of operation.
Expected purchase or sale of plant and significant equipment
- ------------------------------------------------------------
We do not anticipate the purchase or sale of any plant or significant
equipment; as such items are not required by us at this time.
Significant changes in the number of employees
- ----------------------------------------------
As of August 31, 2008, we did not have any employees. We are dependent upon
our sole officer and a director for our future business development. As our
operations expand we anticipate the need to hire additional employees,
consultants and professionals; however, the exact number is not quantifiable
at this time.
Liquidity and Capital Resources
- -------------------------------
Our balance sheet as of August 31, 2008 reflects $4,100 assets and $2,900
liabilities. Cash and cash equivalents from inception to date have been
sufficient to provide the operating capital necessary to operate to date.
Notwithstanding, we anticipate generating losses and therefore we may be
unable to continue operations in the future. We anticipate we will require
additional capital up to approximately $200,000 and we would have to issue
debt or equity or enter into a strategic arrangement with a third party.
There can be no assurance that additional capital will be available to us.
We currently have no agreements, arrangements or understandings with any
person to obtain funds through bank loans, lines of credit or any other
sources.
20
Our sole officer/director has agreed to donate funds to the operations of the
Company, in order to keep it fully reporting for the next twelve (12) months,
without seeking reimbursement for funds donated.
As a result of the Company's current limited available cash, no officer or
director received cash compensation during the year ended August 31, 2008.
The Company has no employment agreements in place with its officers.
Off-Balance Sheet Arrangements
- ------------------------------
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results or operations,
liquidity, capital expenditures or capital resources that is material to
investors.
Critical Accounting Policies and Estimates
- ------------------------------------------
Revenue Recognition: We recognize revenue from product sales once all of the
following criteria for revenue recognition have been met: pervasive evidence
that an agreement exists; the services have been rendered; the fee is fixed
and determinable and not subject to refund or adjustment; and collection of
the amount due is reasonable assured.
New Accounting Standards
- ------------------------
In September 2006, the FASB issued Statement of Financial Accounting
Standards No. 157, Fair Value Measurements, ("SFAS 157"). SFAS 157 provides a
framework for measuring fair value when such measurements are used for
accounting purposes. The framework focuses on an exit price in the principal
(or, alternatively, the most advantageous) market accessible in an orderly
transaction between willing market participants. SFAS 157 establishes a
three-tiered fair value hierarchy with Level 1 representing quoted prices for
identical assets or liabilities in an active market and Level 3 representing
estimated values based on unobservable inputs. Under SFAS 157, related
disclosures are segregated for assets and liabilities measured at fair value
based on the level used within the hierarchy to determine their fair values.
We anticipate adopting SFAS 157 on its effective date of January 1, 2008 and
the financial impact, if any, upon adoption has not yet been determined.
21
In February 2007, the FASB issued Statement of Financial Accounting Standards
No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities, including an amendment of FASB Statement No. 115, ("SFAS 159").
SFAS 159 permits fair value accounting to be irrevocably elected for certain
financial assets and liabilities on an individual contract basis at the time
of acquisition or at a remeasurement event date. Upon adoption of SFAS 159,
fair value accounting may also be elected for existing financial assets and
liabilities. For those instruments for which fair value accounting is
elected, changes in fair value will be recognized in earnings and fees and
costs associated with origination or acquisition will be recognized as
incurred rather than deferred. SFAS 159 is effective January 1, 2008, with
early adoption permitted as of January 1, 2007. We anticipate adopting SFAS
159 concurrent with the adoption of SFAS 157 on January 1, 2008, but have not
yet determined the financial impact, if any, upon adoption.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 8. Financial Statements and Supplementary Data.
Index to Financial Statements
Financial Statement
-------------------
PAGE
----
Independent Auditors' Report F-1
Balance Sheet F-2
Statements of Operations F-3
Statements of Changes in Stockholders' Equity F-4
Statements of Cash Flows F-5
Notes to Financials F-6
22
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
------------------------
PCAOB REGISTERED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
To the Board of Directors
Reshoot & Edit
(A Development Stage Company)
We have audited the accompanying balance sheets of Reshoot & Edit (A
Development Stage Company) as of August 31, 2008 and August 31, 2007, and the
related statements of operations, stockholders' equity and cash flows for the
years ended August 31, 2008 and August 31, 2007 and since inception on August
23, 2006 through August 31, 2008. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conduct our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audits 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. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Reshoot & Edit (A
Development Stage Company) as of August 31, 2008 and August 31, 2007, and the
related statements of operations, stockholders' equity and cash flows for the
years ended August 31, 2008 and August 31, 2007 and since inception on August
23, 2006 through August 31, 2008, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has no current source of revenue, and has
had limited operations, which raises substantial doubt about its ability to
continue as a going concern. Management's plans concerning these matters are
also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Moore & Associates, Chartered
- ---------------------------------
Moore & Associates, Chartered
Las Vegas, Nevada
September 30, 2008
2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
(702) 253-7499 Fax (702) 253-7501
F-1
Reshoot & Edit
(A development stage company)
Balance Sheets
Balance Sheets
August 31, August 31,
2008 2007
----------- -----------
ASSETS
Current Assets:
Cash $ - $ 1,202
Funds held in escrow 4,100 8,000
----------- -----------
Total current assets 4,100 9,202
----------- -----------
TOTAL ASSETS $ 4,100 $ 9,202
=========== ===========
Liabilities and Stockholder's Equity
Current Liabilities:
Accounts payable 2,900 -
----------- -----------
Total liabilities 2,900 -
----------- -----------
Stockholder's Equity:
Series A preferred stock, $0.001
par value, 2,000,000 shares authorized,
no shares issued or outstanding - -
Series B preferred stock, $0.001
par value, 2,000,000 shares authorized,
no shares issued or outstanding - -
Series C preferred stock, $0.001
par value, 1,000,000 shares authorized,
no shares issued or outstanding - -
Common stock, $0.001 par value, 70,000,000
shares authorized, 9,200,000, 9,200,000
shares issued and outstanding as of
8/31/2008 and 8/31/2007, respectively 9,200 9,200
Additional paid-in capital 7,222 7,200
(Deficit) accumulated during
development stage (15,222) (7,198)
----------- -----------
Total stockholders' equity 1,200 9,202
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,100 $ 9,202
=========== ===========
The accompanying notes are an integral part of these financial statements.
F-2
Reshoot & Edit
(A development stage company)
Statements of Operations
Statements of Operations
For the years From
ended August 23, 2006
---------------------- (Inception) to
August 31, August 31, August 31,
2008 2007 2008
---------- ---------- ------------
Revenue $ - $ - $ -
---------- ---------- ------------
Expenses:
General and
administrative
expenses 8,024 6,798 15,222
---------- ---------- ------------
Total expenses 8,024 6,798 15,222
---------- ---------- ------------
Net loss before income taxes (8,024) (6,798) (15,222)
Income tax expense - - -
---------- ---------- ------------
Net income (loss) $ (8,024) $ (6,798) $ (15,222)
========== ========== ============
Net (loss) per
share - basic and
fully diluted $ (0.00) $ (0.00)
========== ==========
Weighted average
number of common
shares outstanding-
basic and fully
diluted 9,200,000 8,523,077
========== ==========
The accompanying notes are an integral part of these financial statements.
F-3
Reshoot & Edit
(A development stage company)
Statements of Stockholders' Equity
Statements of Stockholders' Equity
Deficit
Accumulated
Additional During the Total
Common Stock Paid-In Development Stockholders'
Shares Amount Capital Stage Equity
---------- ------- --------- ----------- -------------
Founders initial
investment, 8/23/2006
$0.001 per share 400,000 $ 400 $ - $ - $ 400
Common stock issued
for cash at $0.001
per share, 506
offering 8,000,000 8,000 - - 8,000
Net (loss) for the
year ended
August 31, 2006 - - - (400) (400)
---------- ------- --------- ----------- -------------
Balance,
August 31, 2006 8,400,000 8,400 - (400) 8,000
Sale of common
stock for cash
at $0.01 per
share, July,
2007 800,000 800 7,200 8,000
Net (loss) for the
year ended
August 31, 2007 (6,798) (6,798)
---------- ------- --------- ----------- -------------
Balance,
August 31, 2007 9,200,000 9,200 7,200 (7,198) 9,202
Contributed capital 22 22
Net (loss) for the
year ended
August 31, 2008 (8,024) (8,024)
---------- ------- --------- ----------- -------------
Balance,
August 31, 2008 9,200,000 9,200 7,222 (15,222) 1,200
========== ======= ========= =========== =============
The accompanying notes are an integral part of these financial statements.
F-4
Reshoot & Edit
(A development stage company)
Statements of Cash Flows
Statements of Cash Flows
For the years From
ended August 23, 2006
---------------------- (Inception) to
August 31, August 31, August 31,
2008 2007 2008
---------- ---------- ------------
Operating activities:
Net income (loss) $ (8,024) $ (6,798) $ (15,222)
Adjustments to reconcile
net loss to net cash
used by operating
activities
Increase in accounts payable 2,900 - 2,900
---------- ---------- ------------
Net cash (used) from operating
activities (5,124) (6,798) (12,322)
Financing activities:
Issuances of common stock - 8,000 16,400
Contributed capital 22 - 22
---------- ---------- ------------
Net cash provided by financing
activities 22 8,000 16,422
Net increase (decrease) in cash (5,102) 1,202 4,100
Cash and equivalents - beginning 9,202 8,000 -
---------- ---------- ------------
Cash and equivalents - ending $ 4,100 $ 9,202 $ 4,100
========== ========== ============
Supplemental disclosures:
Interest paid $ - $ - $ -
========== ========== ============
Income taxes paid $ - $ - $ -
========== ========== ============
Non-cash transactions $ - $ - $ -
========== ========== ============
The accompanying notes are an integral part of these financial statements.
F-5
Reshoot & Edit
(A Development Stage Company)
Notes to Financial Statements
August 31, 2008
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
Reshoot & Edit (the Company) was incorporated under the Laws of the state of
Nevada on August 23, 2006.
The Company has minimal operations and in accordance with SFAS #7, the
Company is considered a development stage company. The Company plans to
purchase television and movie scripts for resale, and also purchase options
for the same.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
The Company has cash assets of $4,100 and liabilities of $2,900 as of
August 31, 2008. The relevant accounting policies are listed below.
Basis of Accounting
- -------------------
The basis is United States generally accepted accounting principles.
Earnings per Share
- ------------------
The basic earnings (loss) per share is calculated by dividing the Company's
net income (loss) available to common shareholders by the weighted average
number of common shares during the year. The diluted earnings (loss) per share
is calculated by dividing the Company's net income (loss) available to common
shareholders by the diluted weighted average number of shares outstanding
during the year. The diluted weighted average number of shares outstanding is
the basic weighted number of shares adjusted as of the first of the year for
any potentially dilutive debt or equity.
The Company has not issued any options or warrants or similar securities since
inception.
Dividends
- ---------
The Company has not yet adopted any policy regarding payment of dividends. No
Dividends have been paid during the period shown.
Income Taxes
- ------------
The provision for income taxes is the total of the current taxes payable and
the net of the change in the deferred income taxes. Provision is made for the
deferred income taxes where differences exist between the period in which
transactions affect current taxable income and the period in which they enter
into the determination of net income in the financial statements.
F-6
Reshoot & Edit
(A Development Stage Company)
Notes to Financial Statements
August 31, 2008
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES-CONTINUED
Year-end
- --------
The Company has selected August 31 as its year-end.
Advertising
- -----------
Advertising is expensed when incurred. There has been no advertising
during the period.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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 revenue and expenses during the reporting period. Actual results could
differ from those estimates.
NOTE 3. GOING CONCERN
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern, which contemplates the
realization of assets and the liquidation of liabilities in the normal course
of business. However the Company has no current source of revenue, and has had
limited operations. Without realization of additional capital, it would be
unlikely for the Company to continue as a going concern. It is management's
plan to complete and execute a business plan in order to supply the needed
cash flow.
NOTE 4. STOCKHOLDERS' EQUITY
The Company is authorized to issue up to 70,000,000 shares of common stock,
par value $0.001 and up to 5,000,000 preferred shares, par value $0.001.
Preferred Stock
- ---------------
There have been no issuances of preferred stock.
F-7
Reshoot & Edit
(A Development Stage Company)
Notes to Financial Statements
August 31, 2008
NOTE 4. STOCKHOLDERS' EQUITY - CONTINUED
Common Stock
- ------------
On August 23, 2006 (inception), the Company issued 400,000 shares of its
$0.001 par value common stock to its sole officer and director for $400.
On August 31, 2006, the Company issued 8,000,000 shares of its $0.001 par value
common stock pursuant to a regulation 506 offering.
The Company filed a registration statement on Form SB-2 with the U. S.
Securities and Exchange Commission. The registration was deemed effective on
January 31, 2007. The Company coordinated the registration with the
Securities Division of State of Nevada. The Company offered up to a maximum
of 800,000 shares of its $0.001 par value common stock at a price of $0.01
per share pursuant to a self-underwritten offering. When the offering was
closed on July 17, 2007, the maximum number (800,000 shares) were sold by the
Company to thirty-six (36) investors in conjunction with the registered
offering for an aggregate of $8,000.00.
There have been no other issuances of common or preferred stock.
NOTE 5. RELATED PARTY TRANSACTIONS
The officer and director of the Company is involved in other business
activities. This person may face a conflict in selecting between the Company
and their other business interests. The Company has not formulated a policy
for the resolution of such conflicts.
NOTE 6. PROVISION FOR INCOME TAXES
The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109"), which
requires use of the liability method. SFAS No. 109 provides that deferred
tax assets and liabilities are recorded based on the differences between the
tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes, referred to as temporary differences. Deferred tax assets
and liabilities at the end of each period are determined using the currently
enacted tax rates applied to taxable income in the periods in which the
deferred tax assets and liabilities are expected to be settled or realized.
F-8
Reshoot & Edit
(A Development Stage Company)
Notes to Financial Statements
August 31, 2008
NOTE 6. PROVISION FOR INCOME TAXES - CONTINUED
The provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate to income before provision for income taxes.
The sources and tax effects of the differences are as follows:
U.S federal statutory rate (34.0%)
Valuation reserve 34.0%
------
Total -%
NOTE 7. REVENUE AND EXPENSES
Revenue recognition
- -------------------
The Company recognizes revenue on an accrual basis as it invoices for
services. Revenue is generally realized or realizable and earned when all
of the following criteria are met: 1) persuasive evidence of an arrangement
exists between the Company and our customer(s); 2) services have been rendered;
3) our price to our customer is fixed or determinable; and 4) collectibility
is reasonably assured. For the period from August 23, 2006 (inception) to
August 31, 2008, the Company has not recognized any revenues.
NOTE 8. OPERATING LEASES AND OTHER COMMITMENTS:
The Company also has no assets or lease obligations.
F-9
Reshoot & Edit
(A Development Stage Company)
Notes to Financial Statements
August 31, 2008
NOTE 9 RECENT ACCOUNTING PRONOUNCEMENTS
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 163, "Accounting for Financial Guarantee Insurance Contracts-and
interpretation of FASB Statement No. 60". SFAS No. 163 clarifies how
Statement 60 applies to financial guarantee insurance contracts, including
the recognition and measurement of premium revenue and claims liabilities.
This statement also requires expanded disclosures about financial guarantee
insurance contracts. SFAS No. 163 is effective for fiscal years beginning on
or after December 15, 2008, and interim periods within those years. SFAS No.
163 has no effect on the Company's financial position, statements of
operations, or cash flows at this time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS
No. 162 sets forth the level of authority to a given accounting pronouncement
or document by category. Where there might be conflicting guidance between
two categories, the more authoritative category will prevail. SFAS No. 162
will become effective 60 days after the SEC approves the PCAOB's amendments
to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no
effect on the Company's financial position, statements of operations, or cash
flows at this time.
In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities-an
amendment of FASB Statement No. 133. This standard requires companies to
provide enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c)
how derivative instruments and related hedged items affect an entity's
financial position, financial performance, and cash flows. This Statement is
effective for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008, with early application encouraged.
The Company has not yet adopted the provisions of SFAS No. 161, but does not
expect it to have a material impact on its consolidated financial position,
results of operations or cash flows.
In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110
regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB
107), in developing an estimate of expected term of "plain vanilla" share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In
particular, the staff indicated in SAB 107 that it will accept a company's
F-10
Reshoot & Edit
(A Development Stage Company)
Notes to Financial Statements
August 31, 2008
NOTE 9 RECENT ACCOUNTING PRONOUNCEMENTS - CONTINUED
election to use the simplified method, regardless of whether the company has
sufficient information to make more refined estimates of expected term. At
the time SAB 107 was issued, the staff believed that more detailed external
information about employee exercise behavior (e.g., employee exercise
patterns by industry and/or other categories of companies) would, over time,
become readily available to companies. Therefore, the staff stated in SAB 107
that it would not expect a company to use the simplified method for share
option grants after December 31, 2007. The staff understands that such
detailed information about employee exercise behavior may not be widely
available by December 31, 2007. Accordingly, the staff will continue to
accept, under certain circumstances, the use of the simplified method beyond
December 31, 2007. The Company currently uses the simplified method for
"plain vanilla" share options and warrants, and will assess the impact of SAB
110 for fiscal year 2009. It is not believed that this will have an impact on
the Company's consolidated financial position, results of operations or cash
flows.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements-an amendment of ARB No. 51. This statement
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as
equity in the consolidated financial statements. Before this statement was
issued, limited guidance existed for reporting noncontrolling interests. As a
result, considerable diversity in practice existed. So-called minority
interests were reported in the consolidated statement of financial position
as liabilities or in the mezzanine section between liabilities and equity.
This statement improves comparability by eliminating that diversity. This
statement is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008 (that is, January 1,
2009, for entities with calendar year-ends). Earlier adoption is prohibited.
The effective date of this statement is the same as that of the related
Statement 141 (revised 2007). The Company will adopt this Statement beginning
March 1, 2009. It is not believed that this will have an impact on the
Company's consolidated financial position, results of operations or cash
flows.
F-11
Reshoot & Edit
(A Development Stage Company)
Notes to Financial Statements
August 31, 2008
NOTE 9 RECENT ACCOUNTING PRONOUNCEMENTS - CONTINUED
In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations.'This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in Statement 141.
This Statement establishes principles and requirements for how the acquirer:
(a) recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any noncontrolling interest in
the acquiree; (b) recognizes and measures the goodwill acquired in the
business combination or a gain from a bargain purchase; and (c) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. This
statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. An entity may not apply it
before that date. The effective date of this statement is the same as that of
the related FASB Statement No. 160, Noncontrolling Interests in Consolidated
Financial Statements. The Company will adopt this statement beginning March
1, 2009. It is not believed that this will have an impact on the Company's
consolidated financial position, results of operations or cash flows.
In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities-Including an Amendment of FASB Statement No.
115. This standard permits an entity to choose to measure many financial
instruments and certain other items at fair value. This option is available
to all entities. Most of the provisions in FAS 159 are elective; however, an
amendment to FAS 115 Accounting for Certain Investments in Debt and Equity
Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not
report net income. SFAS No. 159 is effective as of the beginning of an
entities first fiscal year that begins after November 15, 2007. Early
adoption is permitted as of the beginning of the previous fiscal year
provided that the entity makes that choice in the first 120 days of that
fiscal year and also elects to apply the provisions of SFAS No. 157 Fair
Value Measurements. The Company will adopt SFAS No. 159 beginning March 1,
2008 and is currently evaluating the potential impact the adoption of this
pronouncement will have on its consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements
This statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles (GAAP), and expands
disclosures about fair value measurements. This statement applies under other
accounting pronouncements that require or permit fair value measurements, the
Board having previously concluded in those accounting pronouncements that
fair value is the relevant measurement attribute. Accordingly, this statement
does not require any new fair value measurements. However, for some entities,
the application of this statement will change current practice. This
statement is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal
years. Earlier application is encouraged, provided that the reporting entity
has not yet issued financial statements for that fiscal year, including
financial statements for an interim period within that fiscal year. The
Company will adopt this statement March 1, 2008, and it is not believed that
this will have an impact on the Company's consolidated financial position,
results of operations or cash flows.
F-12
Item 9. Changes in and Disagreements With Accountants On Accounting and
Financial Disclosure.
None.
Item 9A(T). Controls and Procedures.
Evaluation of disclosure controls and procedures
- ------------------------------------------------
Management is responsible for establishing and maintaining adequate internal
control over financial reporting and for the assessment of the effectiveness
of those internal controls. As defined by the SEC, internal control over
financial reporting is a process designed by our principal executive
officer/principal financial officer, who is also the sole member of our Board
of Directors, to provide reasonable assurance regarding the reliability of
financial reporting and the reparation of the financial statements in
accordance with U. S. generally accepted accounting principles.
As of the end of the period covered by this report, we initially carried out
an evaluation, under the supervision and with the participation of our chief
executive officer (who is also our principal financial and accounting
officer), of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our chief executive
officer and chief financial officer initially concluded that our disclosure
controls and procedures were not effective.
Management's Report On Internal Control Over Financial Reporting
- ----------------------------------------------------------------
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over financial
reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company's principal executive and principal financial
officers and effected by the company's board of directors, management and
other personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures that:
- - Pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of the
company;
23
- - Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America and that
receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and
- - Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the company's 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. 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. All
internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement
preparation and presentation. Because of the inherent limitations of
internal control, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.
As of August 31, 2008 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based
on that evaluation, they concluded that, during the period covered by this
report, such internal controls and procedures were not effective to detect
the inappropriate application of US GAAP rules as more fully described below.
This was due to deficiencies that existed in the design or operation of our
internal controls over financial reporting that adversely affected our
internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public
Company Accounting Oversight Board were: (1) lack of a functioning audit
committee due to a lack of a majority of independent members and a lack of a
majority of outside directors on our board of directors, resulting in
ineffective oversight in the establishment and monitoring of required
internal controls and procedures; (2) inadequate segregation of duties
consistent with control objectives; and (3) ineffective controls over period
end financial disclosure and reporting processes. The aforementioned
material weaknesses were identified by our Chief Executive Officer in
connection with the review of our financial statements as of August 31, 2008.
24
Management believes that the material weaknesses set forth in items (2) and
(3) above did not have an effect on our financial results. However,
management believes that the lack of a functioning audit committee and the
lack of a majority of outside directors on our board of directors results in
ineffective oversight in the establishment and monitoring of required
internal controls and procedures, which could result in a material
misstatement in our financial statements in future periods.
This annual report does not include an attestation report of the
Corporation's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation
by the Corporation's registered public accounting firm pursuant to temporary
rules of the SEC that permit the Corporation to provide only the management's
report in this annual report.
Management's Remediation Initiatives
- ------------------------------------
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
We will create a position to segregate duties consistent with control
objectives and will increase our personnel resources and technical accounting
expertise within the accounting function when funds are available to us.
And, we plan to appoint one or more outside directors to our board of
directors who shall be appointed to an audit committee resulting in a fully
functioning audit committee who will undertake the oversight in the
establishment and monitoring of required internal controls and procedures
such as reviewing and approving estimates and assumptions made by management
when funds are available to us.
Management believes that the appointment of one or more outside directors,
who shall be appointed to a fully functioning audit committee, will remedy
the lack of a functioning audit committee and a lack of a majority of outside
directors on our Board.
We anticipate that these initiatives will be at least partially, if not
fully, implemented by August 31, 2009. Additionally, we plan to test our
updated controls and remediate our deficiencies by August 31, 2009.
Changes in internal controls over financial reporting
- -----------------------------------------------------
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
Item 9B. Other Information.
None.
25
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The following table sets forth certain information regarding our current
directors and executive officers. Our executive officers serve one-year
terms.
Name Age Positions and Offices Held
- --------------- --- --------------------------
Dana Washington 33 President, Chief Executive Officer, Chief
Financial Officer, Secretary and Director
The business address of our officer/director is c/o Reshoot & Edit, 10685 Oak
Crest Avenue, Las Vegas, Nevada 89144
Dana Washington - Background
- ----------------------------
Dana Washington has over 9-years of experience in the media industry. In
June 1997, Ms. Washington obtained her Bachelor of Arts Degree in Journalism
at the University of Oregon in Eugene, Oregon. She served as a media and
public relations intern for the Portland Power, an ABL professional women's
basketball team. She then moved to Washington, D.C., where she served as a
public relations intern for Proserv, who authors press releases for sporting
events and clientele.
In 1998, Ms. Washington interned with BET (Black Entertainment Television),
and assisting in the promotion and development of their new restaurants,
utilizing promotional concepts, fashion shows and celebrity guest
appearances. Ms. Washington then worked for the Major League Baseball
Players Association as an office manager, organizing events such as the Big
League Challenge for a national television broadcast.
In 2001, Ms. Washington began work with United Talent Agency of Beverly
Hills, California working in both the motion picture talent and television
literary departments. She assisted in client relations with well-known
actors, directors and writers, coordinating and scheduling meetings. Ms.
Washington then worked as a Writers Assistant to Gary Scott Thompson, Show
Creator and Executive Producer for the television production "Las Vegas."
From 2006-2007, Ms. Washington began worked with Future Stars of America as
Program Manager. Ms. Washington was in charge of public relations in a
program that worked with youth who are in foster care, helping them to
transition into adulthood.
26
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires our executive officers and directors, and persons
who beneficially own more than ten percent of our common stock, to file
initial reports of ownership and reports of changes in ownership with the
SEC. Executive officers, directors and greater than ten percent beneficial
owners are required by SEC regulations to furnish us with copies of all
Section 16(a) forms they file. Based upon a review of the copies of such
forms furnished to us and written representations from our executive officers
and directors, we believe that as of the date of this report they were not
current in his 16(a) reports.
Board of Directors
Our board of directors currently consists of one member, Ms. Washington. Our
director serves a one-year term.
Audit Committee
- ---------------
The company does not presently have an Audit Committee. The sole member of
the Board sits as the Audit Committee. No qualified financial expert has
been hired because the company is too small to afford such expense.
Committees and Procedures
- -------------------------
(1) The registrant has no standing audit, nominating and compensation
committees of the Board of Directors, or committees performing
similar functions. The Board acts itself in lieu of committees due
to its small size.
(2) The view of the board of directors is that it is appropriate for the
registrant not to have such a committee because its directors
participate in the consideration of director nominees and the
board and the company are so small.
(3) The members of the Board who acts as nominating committee is
not independent, pursuant to the definition of independence of a
national securities exchange registered pursuant to section 6(a)
of the Act (15 U.S.C. 78f(a).
(4) The nominating committee has no policy with regard to the
consideration of any director candidates recommended by security
holders, but the committee will consider director candidates
recommended by security holders.
27
(5) The basis for the view of the board of directors that it is
appropriate for the registrant not to have such a policy is that
there is no need to adopt a policy for a small company.
(6) The nominating committee will consider candidates recommended by
security holders, and by security holders in submitting such
recommendations.
(7) There are no specific, minimum qualifications that the nominating
committee believes must be met by a nominee recommended by security
holders except to find anyone willing to serve with a clean
background.
(8) The nominating committee's process for identifying and evaluation
of nominees for director, including nominees recommended by security
holders, is to find qualified persons willing to serve with a clean
backgrounds. There are no differences in the manner in which the
nominating committee evaluates nominees for director based on
whether the nominee is recommended by a security holder, or found
by the board.
Code of Ethics
We have not adopted a Code of Ethics for the Board and any employees.
Limitation of Liability of Directors
- ------------------------------------
Pursuant to the Nevada General Corporation Law, our Articles of Incorporation
exclude personal liability for our Directors for monetary damages based upon
any violation of their fiduciary duties as Directors, except as to liability
for any breach of the duty of loyalty, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, or any
transaction from which a Director receives an improper personal benefit. This
exclusion of liability does not limit any right which a Director may have to
be indemnified and does not affect any Director's liability under federal or
applicable state securities laws. We have agreed to indemnify our directors
against expenses, judgments, and amounts paid in settlement in connection
with any claim against a Director if he acted in good faith and in a manner
he believed to be in our best interests.
28
Nevada Anti-Takeover Law and Charter and By-law Provisions
- ----------------------------------------------------------
The anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada
Corporation Law apply to Reshoot & Edit. Section 78.438 of the Nevada law
prohibits the Company from merging with or selling more than 5% of our assets
or stock to any shareholder who owns or owned more than 10% of any stock or
any entity related to a 10% shareholder for three years after the date on
which the shareholder acquired the Reshoot & Edit shares, unless the
transaction is approved by Reshoot & Edit's Board of Directors. The
provisions also prohibit the Company from completing any of the transactions
described in the preceding sentence with a 10% shareholder who has held the
shares more than three years and its related entities unless the transaction
is approved by our Board of Directors or a majority of our shares, other than
shares owned by that 10% shareholder or any related entity. These provisions
could delay, defer or prevent a change in control of Reshoot & Edit.
Item 11. Executive Compensation.
The following table sets forth summary compensation information for the
fiscal year ended August 31, 2008 for our Chief Executive Officer, who was
appointed on August 14, 2006. We did not have any executive officers as of
the year end of August 31, 2008 who received any compensation.
Compensation
- ------------
As a result of our the Company's current limited available cash, no officer
or director received compensation since August 23, 2006 (inception) of the
company through the fiscal years ending August 31, 2008 and August 31, 2007.
Reshoot & Edit has no intention of paying any salaries at this time. We
intend to pay salaries when cash flow permits.
Summary Compensation Table
- --------------------------
All
Fiscal Other
Year Compen-
Ending Salary Bonus Awards sation Total
Name and Principal Position Aug 31 ($) ($) ($) ($) ($)
- ----------------------------------------------------------------------------
Dana Washington CEO/Dir. 2008 -0- -0- -0- -0- -0-
2007 -0- -0- -0- -0- -0-
2006 -0- -0- -0- -0- -0-
29
We do not have any employment agreements with our officers/directors. We do
not maintain key-man life insurance for any our executive officers/directors.
We do not have any long-term compensation plans or stock option plans.
Stock Option Grants
- -------------------
We did not grant any stock options to the executive officers or directors
from inception through fiscal year end August 31, 2008.
Outstanding Equity Awards at Fiscal Year-Ending August 31, 2008
- -------------------------------------------------------------
We did not have any outstanding equity awards as of August 31, 2008.
Option Exercises for Fiscal Year-Ending August 31, 2008
- -----------------------------------------------------
There were no options exercised by our named executive officer in fiscal year
ending August 31, 2008.
Potential Payments Upon Termination or Change in Control
- --------------------------------------------------------
We have not entered into any compensatory plans or arrangements with respect
to our named executive officer, which would in any way result in payments to
such officer because of his resignation, retirement, or other termination of
employment with us or our subsidiaries, or any change in control of, or a
change in his responsibilities following a change in control.
Director Compensation
- ---------------------
We did not pay our directors any compensation during fiscal years ending
August 31, 2008 or August 31, 2007.
30
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
The following table presents information, to the best of our knowledge, about
the ownership of our common stock on September 30, 2008 relating to those
persons known to beneficially own more than 5% of our capital stock and by
our named executive officer and sole director. The percentage of beneficial
ownership for the following table is based on 9,200,000 shares of common
stock outstanding.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and does not necessarily indicate
beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes those shares of common stock over which the stockholder
has sole or shared voting or investment power. It also includes shares of
common stock that the stockholder has a right to acquire within 60 days after
September 30, 2008 pursuant to options, warrants, conversion privileges or
other right. The percentage ownership of the outstanding common stock,
however, is based on the assumption, expressly required by the rules of the
Securities and Exchange Commission, that only the person or entity whose
ownership is being reported has converted options or warrants into shares of
Reshoot & Edit's common stock.
AMOUNT AND
NATURE OF
TITLE OF NAME OF BENEFICIAL BENEFICIAL PERCENT OF
CLASS OWNER AND POSITION OWNERSHIP CLASS
- -----------------------------------------------------------------------
Common Dana Washington(1) 400,000 4.8%
Sole Officer/Director
Common Ed DeStefano(2) 6,800,000 80.9%
Shareholder
-----------------------------
DIRECTORS AND OFFICERS
AS A GROUP (1 person) 400,000 4.8%
(1) Dana Washington, 10685 Oak Crest Avenue, Las Vegas, Nevada 89144
(2) Ed DeStefano, 14055 Tahiti Way, #305, Marina del Rey, CA 90292
31
We believe that all persons named have full voting and investment power with
respect to the shares indicated, unless otherwise noted in the table. Under
the rules of the Securities and Exchange Commission, a person (or group of
persons) is deemed to be a "beneficial owner" of a security if he or she,
directly or indirectly, has or shares the power to vote or to direct the
voting of such security, or the power to dispose of or to direct the
disposition of such security. Accordingly, more than one person may be deemed
to be a beneficial owner of the same security. A person is also deemed to be
a beneficial owner of any security, which that person has the right to
acquire within 60 days, such as options or warrants to purchase our common
stock.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
The company's sole officer/director has contributed office space for our use.
There is no charge to us for the space. Our officer will not seek
reimbursement for past office expenses.
Dana Washington, our president, chief executive officer, chief financial
officer secretary and a director, on August 23, 2006 was issued 400,000
founders shares of the Company's $0.001 par value common stock for $400 cash.
Ed DeStefano, the majority shareholder, on August 31, 2006 was issued
6,800,000 shares of the Company's $0.001 par value common stock for cash,
pursuant to an exemption from registration under Section 4(2) of the
Securities Act and/or Rule 506 of Regulation D promulgated thereunder as a
transaction not involving a public offering.
Through a Board Resolution, the Company hired the professional services of
Moore & Associates, Chartered, Certified Public Accountants, to perform
audited financials for the Company. Moore & Associates, Chartered own no
stock in the Company. The company has no formal contracts with its
accountants, they are paid on a fee for service basis.
Other than as set forth above, there are no transactions since our inception,
or proposed transactions, to which we were or are to be a party, in which any
of the following persons had or is to have a direct or indirect material
interest:
a) Any director or executive officer of the small business issuer;
b) Any majority security holder; and
c) Any member of the immediate family (including spouse, parents, children,
siblings, and in-laws) of any of the persons in the above.
32
Item 14. Principal Accountant Fees and Services.
Moore & Associates, Chartered served as our principal independent public
accountants for fiscal years ending August 31, 2008 and August 31, 2007.
Aggregate fees billed to us for the years ended August 31, 2008 and
August 31, 2007 by Moore & Associates were as follows:
For the Years Ended
August 31,
-------------------
2008 2007
-------------------
(1) Audit Fees(1) $6,150 $4,500
(2) Audit-Related Fees -0- -0-
(3) Tax Fees -0- -0-
(4) All Other Fees -0- -0-
Total fees paid or accrued to our principal accountant
(1) Audit Fees include fees billed and expected to be billed for services
performed to comply with Generally Accepted Auditing Standards (GAAS),
including the recurring audit of the Company's financial statements for such
period included in this Annual Report on Form 10-K and for the reviews of the
quarterly financial statements included in the Quarterly Reports on Form 10-
QSB filed with the Securities and Exchange Commission.
Audit Committee Policies and Procedures
- ---------------------------------------
We do not have an audit committee; therefore our sole director pre-approves
all services to be provided to us by our independent auditor. This process
involves obtaining (i) a written description of the proposed services, (ii)
the confirmation of our Principal Accounting Officer that the services are
compatible with maintaining specific principles relating to independence, and
(iii) confirmation from our securities counsel that the services are not
among those that our independent auditors have been prohibited from
performing under SEC rules. Our sole director then makes a determination to
approve or disapprove the engagement of Moore & Associates for the proposed
services. In the fiscal year ending August 31, 2008, all fees paid to Moore
& Associates were unanimously pre-approved in accordance with this policy.
Less than 50 percent of hours expended on the principal accountant's
engagement to audit the registrant's financial statements for the most recent
fiscal year were attributed to work performed by persons other than the
principal accountant's full-time, permanent employees.
33
PART IV
Item 15. Exhibits, Financial Statement Schedules.
The following information required under this item is filed as part of
this report:
(a) 1. Financial Statements
Page
----
Management's Report on Internal Control Over Financial Reporting 23
Report of Independent Registered Public Accounting Firm F-1
Balance Sheets F-2
Statements of Operations F-3
Statements of Stockholders' Equity F-4
Statements of Cash Flows F-5
(b) 2. Financial Statement Schedules
None.
34
(c) 3. Exhibit Index
Incorporated by reference
-------------------------
Filed Period Filing
Exhibit Exhibit Description herewith Form ending Exhibit date
- ------------------------------------------------------------------------------
3.1 Articles of Incorporation, SB-2 3.1 10/3/06
as currently in effect
- ------------------------------------------------------------------------------
3.2 Bylaws SB-2 3.2 10/3/06
as currently in effect
- ------------------------------------------------------------------------------
23.1 Consent Letter from Moore X
and Associates Chartered
- ------------------------------------------------------------------------------
31.1 Certification of President X
and Principal Financial
Officer, pursuant to Section
302 of the Sarbanes-Oxley
Act
- ------------------------------------------------------------------------------
31.2 Certification of President X
and Principal Financial
Officer, pursuant to Section
906 of the Sarbanes-Oxley
Act
- ------------------------------------------------------------------------------
35
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.
Reshoot & Edit
By: /s/ Dana Washington
-------------------
Dana Washington
President
Date: November 4, 2008
----------------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons on behalf of the Registrant and in the capacities and on
the dates indicated have signed this report below.
By: /s/ Dana Washington
---------------------------------
Dana Washington
President, Secretary,
Treasurer and Director
(Principal Executive,
Principal Financial and
Principal Accounting Officer)
Date: November 4, 2008
----------------
36