UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
October 7, 2009
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Reshoot & Edit
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
000-52439 20-5449905
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(Commission File Number) (IRS Employer Identification No.)
424 Queen Anne Ave. N., Suite #400, Seattle, WA 98109
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(Address of Principal Executive Offices) (Zip Code)
(206) 612-6370
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(Registrant's Telephone Number, Including Area Code)
10685 Oak Crest Avenue, Las Vegas, Nevada 89144
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(Former name or former address, if changed, since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 3.02 Unregistered Sales of Equity Securities
On October 7th, 2009, Reshoot & Edit (the "Registrant") agreed to issue
3,710,000 shares of its unregistered common stock to J'Amy Owens. J'Amy
Owens paid $37,100.00 for these shares, and the funds have already been
received into an attorney's client trust account.
The shares will be issued pursuant to the exemption from registration
provided by Section 4(2) of the Securities Act. We believed that Section
4(2) was available because the offer and sale did not involve a public
offering and there was not general solicitation or general advertising
involved in the offer or sale. The shares of common stock issued will
contain a legends restricting transferability absent registration or
applicable exemption.
Item 5.01. Changes in Control of Registrant.
Concurrently with the purchase and issuance of these shares, Ms. Dana
Washington, the founder of the Company, resigned as an officer and director
of the Registrant.
Prior to her resignation, the board added J'Amy Owens as a director of the
Registrant. The board appointed J'Amy Owens as President, interim Secretary
and Treasurer.
No agreements exist among present or former controlling stockholders or
directors of the Registrant with respect to the election of the members of
the board of directors, and to the Registrant's knowledge, no other
agreements exist which might result in a change of control of the Registrant.
CURRENT DIRECTORS AND OFFICERS
The names, ages and positions of the Company's director and executive officer
are as follows:
Name Age Position
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J'Amy Owens 48 Chairman, President, & Secretary
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Biography of J'Amy Owens
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2009-Present Bill the Butcher. Chief Executive Officer. J'Amy Owens was
integral in the development, design and launch of the first
Bill the Butcher Shop in August, 2009. She is responsible
for directing all aspects of strategy, growth, and operations
including branding, design, capitalization, finance, real
estate and marketing.
2000-Present J'Amy Owens Group. CEO. A comprehensive full service retail
branding and management consultancy, which provides turnkey
business incubation for consumer brand and retailers, with a
specialization in startups and turnarounds.
2007-Present Rollercoaster Cuts. Co-founder, co-owner. A children's
multimedia haircutting, clothing and toy concept in one, in a
partnership with Six Flags. Owens was responsible for
developing the business plan, concept and financial
performance, as well as was instrumental in closing capital
and then designing all aspects of the business and overseeing
the development and opening of the first two stores in West
Hartford, Connecticut and the King of Prussia Mall.
1986-2000 The Retail Group. Founded the Retail Group and grew it to
a 65 person strategic retail planning company which was
responsible for the development of over 400 consumer business
and retail models while directing $500 million in annual
spending.
1998-2000 Laptop Lane Ltd. Co-Founder. A virtual on-site office centers
within the terminals of major U.S. airports. Sold business
for $45.7 million after aggressively growing Laptop Lane to
13 locations in less than two years.
1997-1999 Ravenna Gardens. Founder. Upscale gardening center catering
to the gardens of urban dwellers. Ms. Owens founded the
chain with a partner and grew the chain regionally to eight
stores, to an over $4 million dollar enterprise, before
selling her interest to an outside investor.
EDUCATION
Punahou Preparatory Academy Graduate, 1979
Loyola Marymount, 1979 - 1980
Compensation of Directors
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No director receives any fee, salary or commission for service as a director.
In addition, no such arrangement is contemplated for the foreseeable future.
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SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT
The following table presents information, to the best of our knowledge, about
the ownership of our common stock on October 7th, 2009 relating to those
persons known to beneficially own more than 5% of our capital stock and by
our named executive officer and sole director.
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
October 7th, 2009 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 common stock.
We do not have any outstanding options, warrants or other securities
exercisable for or convertible into shares of our common stock.
AMOUNT AND
NATURE OF
TITLE OF NAME OF BENEFICIAL BENEFICIAL PERCENT OF
CLASS OWNER AND POSITION OWNERSHIP CLASS(1)
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Common J'Amy Owens (3) 3,710,000 65% %
Chairman/President
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DIRECTORS AND OFFICERS AS A GROUP
(1 person) 3,710,000 65%
(1) Percent of Class based on 5,710,000 shares (after cancellation of
7,200,000 shares and issuance of 3,710,000 common shares).
(2) J'Amy Owens., 424 Queen Anne Ave. N., # 400, Seattle, WA 98109
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Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On October 7th, 2009, the Registrant accepted the resignation of Dana
Washington as Officer and Director. Pursuant to Nevada Corporate law,
NRS 78.335(5), the Board of Directors filled the Board vacancy with the
nomination and acceptance of J'Amy Owens, effective October 7th, 2009.
The new board member will hold office for the unexpired term of her
predecessor(s) and/or until her successor(s) are elected and qualified.
Further, the board appointed J'Amy Owens, as President of the Registrant.
Item 8.01 - Other Events
With the filing of this Current Report on Form 8-K, Reshoot & Edit reached a
mutually agreeable understanding with its founder Dana Washington, and its
largest shareholder Ed DeStefano, to return their aggregate 7,200,000
restricted shares of common stock to the corporate treasury for cancellation.
Such share certificates representing 7,200,000 common shares will be canceled
by the Company's transfer agent on or before October 7th, 2009.
The Corporation's mailing address and business address have been changed from
10685 Oak Crest Avenue, Las Vegas, Nevada 89144 to 424 Queen Anne Ave. N.,
Suite 400, Seattle, WA 98109, effective October 7th, 2009.
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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
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Registrant
By: /s/ J'Amy Owens
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Name: J'Amy Owens
Title: Director/President
Dated: October 7th, 2009
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