===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2009
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
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Commission file number 000-52439
RESHOOT & EDIT
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(Exact name of registrant as specified in its charter)
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Nevada 26-1665960
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10685 Oak Crest Avenue, Las Vegas, Nevada 89144
---------------------------------------------------
(Address of principal executive offices)(Zip Code)
Issuer's telephone number, including area code: (702) 610-6523
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of
the Exchange Act (Check one).
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| Smaller Reporting Company |X|
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes |X| No |_|
As of April 14, 2009, the registrant's outstanding common stock consisted
of 9,200,000 shares, $0.001 par value. Authorized - 70,000,000 common
voting shares. No preferred issued, 5,000,000 preferred shares, par value
$0.001 authorized.
Table of Contents
Reshoot & Edit
Index to Form 10-Q
For the Quarterly Period Ended February 28, 2009
Part I. Financial Information
Page
Item 1. Financial Statements
Balance Sheets as of February 28, 2009 and August 31, 2008 3
Statements of Income for the three months and six month
ended February 28, 2009 and 2008 4
Statements of Cash Flows for the six months
ended February 28, 2009 and 2007 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk 14
Item 4. Controls and Procedures 15
Part II Other Information
Item 1. Legal Proceedings 17
Item 1A. Risk Factors 17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17
Item 3 -- Defaults Upon Senior Securities 17
Item 4 -- Submission of Matters to a Vote of Security Holders 17
Item 5 -- Other Information 17
Item 6. Exhibits 18
Signatures 19
2
Part I. Financial Information
Item 1. Financial Statements
Reshoot & Edit
(A development stage company)
Balance Sheets
Balance Sheets
February 28,
2009 August 31,
(Unaudited) 2008
----------- -----------
ASSETS
Current Assets:
Cash $ - $ -
Funds held in escrow - 4,100
Prepaid expense 5,500 -
----------- -----------
Total current assets 5,500 4,100
----------- -----------
TOTAL ASSETS $ 5,500 $ 4,100
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable 650 2,900
----------- -----------
Total liabilities 650 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 2/28/2009, respectively 9,200 9,200
Additional paid-in capital 16,972 7,222
(Deficit) accumulated during
development stage (21,322) (15,222)
----------- -----------
Total stockholders' equity 4,850 1,200
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,500 $ 4,100
=========== ===========
The accompanying notes are an integral part of these financial statements.
3
Reshoot & Edit
(A development stage company)
Statements of Operations
(Unaudited)
Statements of Operations
For the three months For the six months From
ended ended August 23, 2006
---------------------- ---------------------- (Inception) to
Feb. 28, Feb. 29, Feb. 28, Feb. 29, February 28,
2009 2008 2009 2008 2009
---------- ---------- ---------- ---------- ------------
Revenue $ - $ - $ - $ - $ -
---------- ---------- ---------- ---------- ------------
Expenses:
General and
administrative
expenses 1,250 833 6,100 1,191 21,322
---------- ---------- ---------- ---------- ------------
Total
expenses 1,250 833 6,100 1,191 21,322
---------- ---------- ---------- ---------- ------------
Net loss
before income
taxes (1,250) (833) (6,100) (1,191) (21,322)
Provision for
income taxes - - - - -
---------- ---------- ---------- ---------- ------------
Net (loss) $ (1,250) $ (833) $ (6,100) $ (1,191) $ (21,322)
========== ========== ========== ========== ============
Net (loss) per
share - basic
and fully
diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
Weighted average
number of
common shares
outstanding -
basic and fully
diluted 9,200,000 9,200,000 9,200,000 9,200,000
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
4
Reshoot & Edit
(A development stage company)
Statements of Cash Flows
(Unaudited)
Statements of Cash Flows
For the six months From
ended August 23, 2006
---------------------- (Inception) to
Feb. 28, Feb. 29, February 28,
2009 2008 2009
---------- ---------- ------------
Operating activities:
Net (loss) $ (6,100) $ (1,191) $ (21,322)
Adjustments to reconcile net
loss to net cash used by operating
activities:
Increase
(Decrease)
in accounts
payable (2,250) - 650
(Increase) in
prepaid
expenses (5,500) - (5,500)
---------- ---------- ------------
Net cash (used) in operating
activities (13,850) (1,191) (26,172)
---------- ---------- ------------
Financing activities:
Issuances of common stock - - 16,400
Contributed capital 9,750 - 9,772
---------- ---------- ------------
Net cash provided from financing
activities 9,750 - 26,172
---------- ---------- ------------
Net increase (decrease) in cash (4,100) (1,191) -
Cash and equivalents - beginning 4,100 9,202 -
---------- ---------- ------------
Cash and equivalents - ending $ - $ 8,011 $ -
========== ========== ============
Supplemental disclosures:
Interest paid $ - $ - $ -
========== ========== ============
Income taxes paid $ - $ - $ -
========== ========== ============
Non-Cash Transactions $ - $ - $ -
========== ========== ============
The accompanying notes are an integral part of these financial statements.
5
Reshoot & Edit
(A Development Stage Company)
Notes to Financial Statements
Note 1 - Basis of Presentation
The consolidated interim financial statements included herein, presented in
accordance with United States generally accepted accounting principles and
stated in US dollars, have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading.
These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein. It is suggested that
these consolidated interim financial statements be read in conjunction with
the financial statements of the Company for the period ended August 31, 2008
and notes thereto included in the Company's 10-K annual statement. The
Company follows the same accounting policies in the preparation of interim
reports.
Results of operations for the interim periods are not indicative of annual
results.
Note 2 - Going concern
These consolidated financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business. As at February 28, 2009,
the Company has not recognized any revenues to date and has accumulated
operating losses of approximately $(21,322) since inception. The Company's
ability to continue as a going concern is contingent upon the successful
completion of additional financing arrangements and its ability to achieve
and maintain profitable operations. While the Company is expending its best
efforts to achieve the above plans, there is no assurance that any such
activity will generate funds that will be available for operations.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments that might arise from this uncertainty.
6
Reshoot & Edit
(A Development Stage Company)
Notes to Financial Statements
Note 3 - Related party transactions
The Company does not lease or rent any property. Office services are
provided without charge by a director. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons 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.
7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 2. - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-Looking Information
The Company may from time to time make written or oral "forward-looking
statements" including statements contained in this report and in other
communications by the Company, which are made in good faith by the Company
pursuant to the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995.
These forward-looking statements include statements of the Company's plans,
objectives, expectations, estimates and intentions, which are subject to change
based on various important factors (some of which are beyond the Company's
control). The following factors, in addition to others not listed, could cause
the Company's actual results to differ materially from those expressed in
forward looking statements: the strength of the domestic and local economies in
which the Company conducts operations, the impact of current uncertainties in
global economic conditions and the ongoing financial crisis affecting the
domestic and foreign banking system and financial markets, including the impact
on the Company's suppliers and customers, changes in client needs and consumer
spending habits, the impact of competition and technological change on the
Company, the Company's ability to manage its growth effectively, including its
ability to successfully integrate any business which it might acquire, and
currency fluctuations. All forward-looking statements in this report are based
upon information available to the Company on the date of this report. The
Company undertakes no obligation to publicly update or revise any forward-
looking statement, whether as a result of new information, future
events, or otherwise, except as required by law.
Critical Accounting Policies
- ----------------------------
There have been no material changes to our critical accounting policies and
estimates from the information provided in Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations", included in our
Registration Statement for the fiscal year ended August 31, 2007.
8
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.
Reshoot & Edit's Business Plan
- ------------------------------
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.
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
9
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.
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.
Results of Operations for the quarter ended February 28, 2009
- -------------------------------------------------------------
During the three and six month period ended February 28, 2009, the Company
did not generate any revenues. In addition, the Company does not expect to
generate any profit for the next year.
In its most recent three month operating period ended February 28, 2009, the
Company generated no revenues. During the six months ended February 28,
2009, the Company lost $(6,100) in general and administrative expenses as
compared to $(1,191) for the same period last year. During the three months
ended February 28, 2009, the Company lost $(1,250) as compared to $(833) for
the same period last year. This loss represented general and administrative
expenses which paid accounting and legal fees. Since the Company's
inception, on August 23, 2008, the Company experienced a net lost $(21,322).
10
Revenues
- --------
The Company has generated no revenues during the three and six months ending
February 28, 2009 the Company had no expenses. As of February 28, 2009, the
Company had an accumulated deficit of $(21,322) dollars. There can be no
assurances that the Company can achieve or sustain profitability or that the
Company's operating losses will not increase in the future.
Plan of Operation
- -----------------
Management does not believe that the Company will be able to generate
any significant profit during the coming year, as the company seeks financing
to execute its business plan. Management believes developmental and marketing
costs will most likely exceed any anticipated revenues for the coming year.
Management intends to personally finance Reshoot & Edit, without seeking
reimbursement, to ensure that the Company has enough funds to operate
for the next twelve (12) months without the need to raise additional capital
to meet its fully reporting obligations in its normal course of business.
Funding Requirements
- --------------------
Reshoot & Edit does not have the required capital or funding to execute its
business plan. Reshoot & Edit will require at least $200,000 to purchase or
obtain options to purchase television and movie scripts. Management has been
seeking funding, but has been unable to raise the necessary capital in this
downturn recessionary climate.
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.
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.
11
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 February 28, 2009, we did not have any employees. We are dependent upon
our sole officer and 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
- -------------------------------
The Company is authorized to issue 70,000,000 shares of its $0.001 par value
common stock and 5,000,000 shares of its $0.001 par value preferred stock.
As of April 14, 2009, the Company has 9,200,000 shares of common stock
issued and outstanding.
The Company has limited financial resources available, which has had an
adverse impact on the Company's liquidity, activities and operations.
These limitations have adversely affected the Company's ability to obtain
certain projects and pursue additional business. Without realization of
additional capital, it would be unlikely for the Company to continue as a
going concern. In order for the Company to remain a Going Concern it will
need to find additional capital. Additional working capital may be sought
through additional debt or equity private placements, additional notes
payable to banks or related parties (officers, directors or stockholders),
or from other available funding sources at market rates of interest, or a
combination of these. The ability to raise necessary financing will depend
on many factors, including the nature and prospects of any business to be
acquired and the economic and market conditions prevailing at the time
financing is sought. No assurances can be given that any necessary financing
can be obtained on terms favorable to the Company, or at all.
12
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 our the Company's current limited available cash, no officer
or director received compensation through the three months ended February 28,
2009. No officer or director received stock options or other non-cash
compensation since the Company's inception through February 28, 2009 . The
Company has no employment agreements in place with its officers. Nor does the
Company owe its officers any accrued compensation, as the Officers agreed to
work for company at no cost, until the company can become profitable on a
consistent Quarter-to-Quarter basis.
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.
13
New Accounting Standards
- ------------------------
In December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in
Consolidated Financial Statements". This statement amends ARB 51 to establish
accounting and reporting standards for the non-controlling (minority) interest
in a subsidiary and for the de-consolidation of a subsidiary. It clarifies that
a non-controlling interest in a subsidiary is equity in the consolidated
financial statements. SFAS No. 160 is effective for fiscal years and interim
periods beginning after December 15, 2008. The adoption of SFAS 160 is not
expected to have a material impact on the Company's financial position, results
of operation or cash flows.
As of January 1, 2008 we adopted SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities" ("SFAS No. 159"). SFAS No. 159
allows the company to choose to measure many financial assets and financial
liabilities at fair value. Unrealized gains and losses on items for which the
fair value option has been elected are reported in earnings. The adoption of
SFAS 159 has not had a material impact on our financial position, results of
operation or cash flows.
As of January 1, 2008 we adopted SFAS No. 157, "Fair Value Measurements" ("SFAS
No. 157"). SFAS No. 157 defines fair value and provides guidance for measuring
and disclosing fair value. The adoption of SFAS 157 has not had a material
impact on our financial position, results of operation or cash flows.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
14
Item 4T. Controls and Procedures
(a) Evaluation of Internal Controls and Procedures
Reshoot & Edit is committed to maintaining disclosure controls and procedures
that are designed to ensure that information required to be disclosed in its
Exchange Act reports is recorded, processed, summarized, and reported within
the time periods specified in the U.S. Securities and Exchange Commission's
rules and forms, and that such information is accumulated and communicated to
its management, including its Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required
disclosure.
As required by Rule 13a-15(b) of the Exchange Act, Reshoot & Edit has carried
out an evaluation, under the supervision and with the participation of its
management, including its Chief Executive Officer and the Chief Financial
Officer, (who is also our principal financial and accounting officer), 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.
The evaluation examined those disclosure controls and procedures as of
February 28, 2009, the end of the period covered by this report. 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 February 28, 2009.
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.
15
Additional procedures were performed in order for management to conclude with
reasonable assurance that the Company's financial statements contained in this
Quarterly Report on Form 10-Q present fairly, in all material respects, the
Company's financial position, results of operations and cash flows for the
periods presented.
(b) 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.
(c) 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.
16
PART II. OTHER INFORMATION
Item 1 -- 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 1A - Risk Factors
See Risk Factors set forth in Part I, Item 1A of the Company's Registration
Statement on Form SB-2 for the fiscal year ended August 31, 2008 and the
discussion in Item 1, above, under "Financial Condition - Liquidity and Capital
resources.
Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds
On August 23, 2006 (inception), the Registrant issued 400,000, par value $0.001
common shares of stock for cash to its founder.
On August 31, 2005, the Registrant conducted a private placement without any
general solicitation or advertisement. The Registrant completed this private
placement with four accredited individuals. 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. The four investors purchased 8,000,000, par value
$0.001 common shares, for cash.
The Registrant sold 800,000 shares of its $0.001 par value common stock at a
price of $0.01 per share as a self-underwritten offering. The 800,000 shares
were sold by the Registrant to thirty-six (36) investors in conjunction with
the registered offering for an aggregate of $8,000.00.
There have been no other issuance of shares since our inception on August 23,
2006.
Item 3 -- Defaults Upon Senior Securities
None.
Item 4 -- Submission of Matters to a Vote of Security Holders
None.
Item 5 -- Other Information
None.
17
Item 6 -- Exhibits
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
- ------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------
18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Reshoot & Edit
--------------------------
Registrant
Date: April 14, 2009 By: /s/ Dana Washington
-------------- ---------------------------------------------
Dana Washington
Title: President, Chief Executive
Officer, Chief Financial Officer,
Secretary and Director (Principal
Executive, Financial, and Accounting
Officer)
19