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, 2009
[ ] 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.)
424 Queen Anne Ave. N., Suite #400, Seattle, WA 98109
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(Address of principal executive officers, including Zip Code)
(206) 612-6370
-------------------------------------
(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 October 21, 2009, computed by
reference to the $3.00 per-share price quoted on the OTC-BB was $6,000,000.
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 9, 2009, there were 5,710,000 shares of the Registrant's
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 REGISTRANT'S 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(T). CONTROLS AND PROCEDURES 23
ITEM 9B OTHER INFORMATION 29
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 ACCOUNTANT'S 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 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 of a written
request to us at Reshoot & Edit, c/o J'Amy Owens, President, 424 Queen
Anne Ave., N., Suite 400, Seattle, WA 98109.
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
was focused on becoming a depository of television and movie scripts for
resale.
In October, 2009, new management purchased control of the Company through the
purchase of 3,710,000 unregistered shares of our common stock. Upon
acquiring these shares, Ms. Owens became our majority shareholder and was
appointed our new sole director, president and secretary.
Our Former Business
- -------------------
Reshoot & Edit has not generated any revenues since its inception on
August 23, 2006. Until October 7, 2009, it was 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. On October 7, 2009, new management purchased control of the Company.
The new management has no intention of moving forward the original business
plan of acquiring television and movie scripts for Reshoot & Edit. The new
management is exploring other opportunities for the Company. (See "Subsequent
Event", page 8 for details.)
From an historical perspective, here follows the business plan the Company
pursued during the fiscal year ending August 31, 2009, under the direction of
the Company's former management:
Products and Services
- ---------------------
Reshoot & Edit planned to purchase screenplays through either 1) an outright
purchase of the script or 2) an option to purchase the script. Neither of
these methods materialized for the Company. Reshoot & Edit hoped to identify,
find and purchase screenplays from new writers, who are not known at this time.
The Company did not have the funding nor was it able to identify any viable
scripts to acquire. As a result, the Company did not acquire any screenplays.
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.
5
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.
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.
6
Marketing Strategy
- ------------------
Reshoot & Edit considered 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.
Reshoot & Edit Funding Requirements
- -----------------------------------
Reshoot & Edit did not have the required capital or funding to acquire any
screenplays. Management anticipated Reshoot & Edit would 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. Management was unable to find the
necessary funding for this initiative during the economic downturn which
took place in 2008-2009.
7
Subsequent Event
- ----------------
On October 7, 2009, J'Amy Owens, of Seattle Washington, acquired majority
control of the Company through the purchase of 3,710,000 shares of
unregistered common stock acquired for the purchase price of $37,100.00.
With the purchase of these shares, Ms. Owens became our largest shareholder.
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.
J'Amy Owens purchased control of the Company with plans to move the Company
in a new direction. On May 22, 2009, she co-founded a private company called
W K, Inc., in the State of Washington, which is doing business under the name
"Bill the Butcher." WK, Inc., under the "Bill The Butcher" brand name,
sells U.S. sourced and ethically raised meat, free range poultry and wild
seafood in the State of Washington. Their product line also includes
specialties such as custom marinades, dry rubs and carved-to-order dry aged
beef. Bill the Butcher features open pastured organic and natural grass fed
beef that has not been raised with steroids, anti-biotics or hormones, and
has not been fed genetically modified corn. Ms. Owens and her co-founder
currently have a single retail store in Woodinville, Washington, operating
under the "Bill The Butcher" trade name. Future plans are to sell organic
meats and related products in retail establishments and via the Internet
under the "Bill The Butcher" name and business plan.
J'Amy Owens is working on preparing financials for this private company.
She needs to have these financials prepared under Sarbanes-Oxley compliance
before Reshoot & Edit can take over W K, Inc., and implement the "Bill the
Butcher" business plan. There can be no assurance that Ms. Owens will be
able to obtain the necessary financials prepared in compliance with the
requirements of Sarbanes-Oxley and the federal securities laws, or that if
they are prepared, that they will be completed in any specific time frame as
required by said laws. In such case, the Company would not be able to take
over the private company and integrate its operations with that of Reshoot
& Edit.
8
Reshoot & Edit Patent, Trademark, License and Franchise Restrictions
and Contractual Obligations and Concessions
- --------------------------------------------------------------------
Reshoot & Edit currently has no pending or provisional patents or trademark
applications.
Research and Development Activities and Costs
- ---------------------------------------------
The majority of Reshoot & Edit expenses for the fiscal year ending August 31,
2009 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.
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 until the Company can generate sufficient cash
flows to hire employees.
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 our new business direction 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 is to the point of having positive cash flow.
9
Item 1A. Risk Factors.
Risk Factors Relating to Our Company
------------------------------------
1. SINCE WE HAVE A LIMITED OPERATING HISTORY, WE HAVE GENERATED NO REVENUES
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.
As discussed in the Notes to Financial Statements included in this annual
report, at August 31, 2009 we had current assets of approximately $3,500 and
stockholders' equity of approximately $2,275. In addition, we had a net loss
of approximately $(23,897) for the period August 23, 2006 (inception) to
August 31, 2009.
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,
2009. 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 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.
10
4. SINCE OUR OFFICER WORKS OR CONSULTS FOR OTHER COMPANIES, HER OTHER
ACTIVITIES COULD SLOW DOWN OUR OPERATIONS.
J'Amy Owens, our sole officer, does not work for us exclusively and does not
devote all of her time to our operations. Her other activities may 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.
5. OUR SOLE OFFICER, J'AMY OWENS, HAS NO EXPERIENCE IN OPERATING A FULLY
REPORTING COMPANY.
Our sole executive officer has no experience in operating a fully reporting
Company. Due to her lack of experience, our executive officer may make wrong
decisions and choices. Consequently, our Company may suffer irreparable harm
due to management's lack of experience in managing a fully reporting Company.
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. 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.
11
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.
8. OUR SOLE OFFICER/DIRECTOR OWNS 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 sole officer beneficially own approximately or have the right to vote
approximately 65% of our outstanding common stock. As a result, our sole
officer/director 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.
12
As a result of their ownership and positions, our sole officer/director has 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.
Risks Relating To Our Common Shares
-----------------------------------
9. 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.
10. 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.
13
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.
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.
11. THERE HAS 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, limited stock trading has taken
place. 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
innovations or new strategies 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 effect on
the market price of the Company's common stock and investors may have
difficulty selling their shares.
12. 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
13. 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 were moved to 424 Queen Anne Ave., N., Suite 400,
Seattle, WA, 98109 on October 8, 2009. Prior to this move, our corporate
headquarters were 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 will need to locate and
secure additional office space and additional retail locations consistent with
possible new operations.
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 has been limited 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 9, 2009, there were approximately forty (40) holders of record
of our Common Stock and 5,710,000 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 would 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
no 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 plans in
place.
Recent Sales of Unregistered Securities
- ---------------------------------------
As described in Item 1., on October 7, 2009, Reshoot & Edit agreed to issue
3,710,000 shares of its unregistered common stock to J'Amy Owens. J'Amy
Owens paid the Company $37,100.00 for these shares.
The shares were 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 legend restricting transferability absent registration or
applicable exemption.
During the fiscal year ending August 31, 2009 through November 16, 2009,
there have been no other issuances of common or preferred stock. The Company
intends to issue shares of its common stock through new capital raising
efforts to be undertaken by new management based on a modified business plan,
however, no investor subscriptions may be accepted and no investor funds may
be utilized prior to the filing of this report with the Commission.
Issuer Purchases of Equity Securities
- -------------------------------------
With the change of control of the Company that took place on October 7, 2009,
the original founder of the Company, Dana Washington, and its largest
shareholder Ed DeStefano, agreed 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 were canceled by
the Company's transfer agent in October, 2009, after the issuance of the
new control block of shares.
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 was focused on becoming a depository of television and movie
scripts for resale. On October 7, 2009, new management took control of the
Company. The new management has no intentions of moving forward with the
original business plan of Reshoot & Edit.
Our Business
- ------------
As described in Item 1., above, History and Organization. On October 7,
2009, new management purchased control of the Company with plans to move the
Company in a new direction. The new management is seeking to acquire a
private company, founded by the new management called W K, Inc., located in
the State of Washington, doing business under the name "Bill the Butcher."
Our present executive and sole director, J'Amy Owens, is also the CEO of WK,
Inc. This Company sells U.S. sourced and ethically raised meat, poultry and
wild seafood. Their meat and related products consist of custom marinades,
dry rubs and carved-to-order dry aged beef. Bill the Butcher features open
pastured organic and natural grass fed beef that has not been fattened on
genetically modified corn, nor treated with steroids, hormones, or
anti-biotics.
In order to acquire this entity, and as a requisite to doing so, management
is working on preparing financials for WK, Inc. Management needs to have
these financials prepared in compliance with the requirements of
Sarbanes-Oxley before Reshoot & Edit can take over W K, Inc., and implement
the "Bill the Butcher" business plan as its own. There can be no assurance
that management will be able to obtain the necessary financials prepared in
compliance with the requirements of Sarbanes-Oxley and the federal securities
laws, or that if they are prepared, that they will be completed in any
specific time frame as required by said laws. In such case, Reshoot & Edit
would not be able to take over the private company and integrate its
operations with that of the public company.
18
Results of Operations for the year ended August 31, 2009
- --------------------------------------------------------
We earned no revenues since our inception on August 23, 2006 through
August 31, 2009. We do not anticipate earning any significant revenues until
such time as we can move our business plan forward.
For the period inception through August 31, 2009, we generated no income.
Since our inception on August 23, 2006 through August 31, 2009, we
experienced a net loss of (23,897). For the fiscal year ending August 31,
2009, our net loss was $(8,675) and compared to a net loss of $(8,024) for
the same period last year. 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, 2009.
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 plan of operation in the film and video editing
business.
Expected purchase or sale of plant and significant equipment
- ------------------------------------------------------------
We do not anticipate the purchase or sale of any plant or significant
Equipment in the film and video editing business; as such items are not
required by us at this time.
Significant changes in the number of employees
- ----------------------------------------------
As of August 31, 2009, we did not have any employees. We are dependent upon
our sole officer/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, 2009 reflects $3,500 in current assets and
$1,225 in current liabilities. Cash and cash equivalents from inception to
date have been sufficient to provide the operating capital necessary to
operate to date.
We anticipate we will require additional capital 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, or
that if available at all, it will be on terms beneficial or acceptable to the
Company.
20
As a result of the Company's current limited available cash, no officer or
director received cash compensation during the year ended August 31, 2009.
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 of 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.
In June 2009, the FASB issued Statement of Financial Accounting Standards No.
165, "Subsequent Events," ("SFAS No. 165"). SFAS 165 establishes general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are
available to be issued. SFAS 165 applies to both interim financial statements
and annual financial statements. SFAS 165 is effective for interim or annual
financial periods ending after June 15, 2009. SFAS 165 does not have a
material impact on our financial statements.
June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of
Financial Assets-an amendment of FASB Statement No. 140" ("SFAS 166"). The
provisions of SFAS 166, in part, amend the derecognition guidance in FASB
Statement No. 140, eliminate the exemption from consolidation for qualifying
special-purpose entities and require additional disclosures. SFAS 166 is
effective for financial asset transfers occurring after the beginning of an
entity's first fiscal year that begins after November 15, 2009. The Company
does not expect the provisions of SFAS 166 to have a material effect on the
financial position, results of operations or cash flows of the Company.
In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB
Interpretation No. 46(R) ("SFAS 167"). SFAS 167 amends the consolidation
guidance applicable to variable interest entities. The provisions of SFAS 167
significantly affect the overall consolidation analysis under FASB
Interpretation No. 46(R). SFAS 167 is effective as of the beginning of the
first fiscal year that begins after November 15, 2009. SFAS 167 will be
effective for the Company beginning in 2010. The Company does not expect the
provisions of SFAS 167 to have a material effect on the financial position,
results of operations or cash flows of the Company.
22
In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles -
a replacement of FASB Statement No. 162" ("SFAS No. 168"). Under SFAS No. 168
the "FASB Accounting Standards Codification" ("Codification") will become the
source of authoritative U. S. GAAP to be applied by nongovernmental entities.
Rules and interpretive releases of the Securities and Exchange Commission
"SEC")under authority of federal securities laws are also sources of
authoritative GAAP for SEC registrants. SFAS No. 168 is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009. On the effective date, the Codification will supersede
all then-existing non-SEC accounting and reporting standards. All other non-
grandfathered non-SEC accounting literature not included in the Codification
will become non-authoritative. SFAS No. 168 is effective for the Company's
interim quarterly period beginning July 1, 2009. The Company does not expect
the adoption of SFAS No. 168 to have an impact on the financial statements.
In June 2009, the Securities and Exchange Commission's Office of the Chief
Accountant and Division of Corporation Finance announced the release of Staff
Accounting Bulletin (SAB) No. 112. This staff accounting bulletin amends or
rescinds portions of the interpretive guidance included in the Staff
Accounting Bulletin Series in order to make the relevant interpretive
guidance consistent with current authoritative accounting and auditing
guidance and Securities and Exchange Commission rules and regulations.
Specifically, the staff is updating the Series in order to bring existing
guidance into conformity with recent pronouncements by the Financial
Accounting Standards Board, namely, Statement of Financial Accounting
Standards No. 141 (revised 2007), Business combinations, and Statement of
Financial Accounting Standards No. 160, Non-controlling Interests in
Consolidated Financial Statements. The statements in staff accounting
bulletins are not rules or interpretations of the Commission, nor are they
published as bearing the Commission's official approval. They represent
interpretations and practices followed by the Division of Corporation Finance
and the Office of the Chief Accountant in administering the disclosure
requirements of the Federal securities laws.
In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim
Disclosures about Fair Value of Financial Instruments. This FSP amends FASB
Statement No. 107, Disclosures about Fair Value of Financial Instruments, to
require disclosures about fair value of financial instruments for interim
reporting periods of publicly traded companies as well as in annual financial
statements. This FSP also amends APB Opinion No. 28, Interim Financial
Reporting, to require those disclosures in summarized financial information
at interim reporting periods. This FSP shall be effective for interim
reporting periods ending after June 15, 2009. The Company does not have any
fair value of financial instruments to disclose.
23
In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition
and Presentation of Other-Than-Temporary Impairments. This FSP amends the
other-than-temporary impairment guidance in U.S. GAAP for debt securities to
make the guidance more operational and to improve the presentation and
disclosure of other-than-temporary impairments on debt and equity securities
in the financial statements. The FSP does not amend existing recognition and
measurement guidance related to other-than-temporary impairments of equity
securities. The FSP shall be effective for interim and annual reporting
periods ending after June 15, 2009. The Company currently does not have any
financial assets that are other-than-temporarily impaired.
In April 2009, the FASB issued FSP No. FAS 141(R)-1, Accounting for Assets
Acquired and Liabilities Assumed in a Business Combination That Arise from
Contingencies, to address some of the application issues under SFAS 141(R).
The FSP deals with the initial recognition and measurement of an asset
acquired or a liability assumed in a business combination that arises from a
contingency provided the asset or liability's fair value on the date of
acquisition can be determined. When the fair value can-not be determined, the
FSP requires using the guidance under SFAS No. 5, Accounting for
Contingencies, and FASB Interpretation (FIN) No. 14, Reasonable Estimation of
the Amount of a Loss. This FSP was effective for assets or liabilities
arising from contingencies in business combinations for which the acquisition
date is on or after January 1, 2009. The adoption of this FSP has not had a
material impact on our financial position, results of operations, or cash
flows during the six months ended June 30, 2009.
In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Value
When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly"
("FSP FAS 157-4"). FSP FAS 157-4 provides guidance on estimating fair value
when market activity has decreased and on identifying transactions that are
not orderly. Additionally, entities are required to disclose in interim and
annual periods the inputs and valuation techniques used to measure fair
value. This FSP is effective for interim and annual periods ending after
June 15, 2009. The Company does not expect the adoption of FSP FAS 157-4
will have a material impact on its financial condition or results of
operation.
In October 2008, the FASB issued FSP No. FAS 157-3, "Determining the Fair
Value of a Financial Asset When the Market for That Asset is Not Active,"
("FSP FAS 157-3"), which clarifies application of SFAS 157 in a market that
is not active. FSP FAS 157-3 was effective upon issuance, including prior
periods for which financial statements have not been issued. The adoption of
FSP FAS 157-3 had no impact on the Company's results of operations, financial
condition or cash flows.
24
In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8,
"Disclosures by Public Entities (Enterprises) about Transfers of Financial
Assets and Interests in Variable Interest Entities." This disclosure-only
FSP improves the transparency of transfers of financial assets and an
enterprise's involvement with variable interest entities, including
qualifying special-purpose entities. This FSP is effective for the first
reporting period (interim or annual) ending after December 15, 2008, with
earlier application encouraged. The Company adopted this FSP effective
January 1, 2009. The adoption of the FSP had no impact on the Company's
results of operations, financial condition or cash flows.
In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers'
Disclosures about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1").
FSP FAS 132(R)-1 requires additional fair value disclosures about employers'
pension and postretirement benefit plan assets consistent with guidance
contained in SFAS 157. Specifically, employers will be required to disclose
information about how investment allocation decisions are made, the fair
value of each major category of plan assets and information about the inputs
and valuation techniques used to develop the fair value measurements of plan
assets. This FSP is effective for fiscal years ending after December 15,
2009. The Company does not expect the adoption of FSP FAS 132(R)-1 will have
a material impact on its financial condition or results of operation.
In September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities," and FASB Interpretation 46 (revised December 2003),
"Consolidation of Variable Interest Entities - an interpretation of ARB No.
51," as well as other modifications. While the proposed revised
pronouncements have not been finalized and the proposals are subject to
further public comment, the Company anticipates the changes will not have a
significant impact on the Company's financial statements. The changes would
be effective March 1, 2010, on a prospective basis.
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses
whether instruments granted in share-based payment transactions are
participating securities prior to vesting, and therefore need to be included
in the computation of earnings per share under the two-class method as
described in FASB Statement of Financial Accounting Standards No. 128,
"Earnings per Share." FSP EITF 03-6-1 is effective for financial statements
issued for fiscal years beginning on or after December 15, 2008 and earlier
adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither
do we believe that FSP EITF 03-6-1 would have material effect on our
financial position and results of operations if adopted.
25
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 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.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
26
Item 8. Financial Statements and Supplementary Data.
Index to Financial Statements
Financial Statements
--------------------
August 31, 2009
August 31, 2008
PAGE
----
Independent Auditors' Report F-1
Balance Sheets F-2
Statements of Operations F-3
Statement of Stockholders' Equity F-4-5
Statements of Cash Flows F-6
Notes to Financials F-7-15
27
Report of Independent Registered Public Accounting Firm
-------------------------------------------------------
To The Board of Directors and Stockholders
Reshoot & Edit
Seattle, WA 89109
We have audited the accompanying balance sheets of Reshoot & Edit (A
Development Stage Enterprise) as of August 31, 2009 and 2008, and the related
statements of operations, stockholders' equity, and cash flows for the years
then ended and from inception (August 23, 2006) to August 31, 2009. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statements based on
our audit.
We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides 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 Enterprise) as of August 31, 2009 and 2008, and the results
of their operations and cash flows for the years then ended and from
inception (August 23, 2006) to August 31, 2009 in conformity with accounting
principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has suffered recurring losses from operations, which
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to 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.
De Joya Griffith & Company, LLC
/s/ De Joya Griffith & Company, LLC
- -----------------------------------
Henderson, Nevada
October 16, 2009
F-1
Reshoot & Edit
(A development stage company)
Balance Sheets
August 31, August 31,
2009 2008
----------- -----------
ASSETS
Current Assets:
Funds held in escrow $ - $ 4,100
Prepaid expense 3,500 -
----------- -----------
Total current assets 3,500 4,100
----------- -----------
TOTAL ASSETS $ 3,500 $ 4,100
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 1,225 $ 2,900
----------- -----------
Total current liabilities 1,225 2,900
----------- -----------
Total liabilities 1,225 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
8/31/2009 and 8/31/2008, respectively 9,200 9,200
Additional paid-in capital 16,972 7,222
(Deficit) accumulated during
development stage (23,897) (15,222)
----------- -----------
Total stockholders' equity 2,275 1,200
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,500 $ 4,100
=========== ===========
The accompanying notes are an integral part of these financial statements.
F-2
Reshoot & Edit
(A development stage company)
Statements of Operations
For the years From
ended Inception
----------------------(August 23, 2006)
August 31, August 31, to August 31,
2009 2008 2009
---------- ---------- ------------
REVENUE $ - $ - $ -
---------- ---------- ------------
EXPENSES:
General and administrative expenses 8,675 8,024 23,897
---------- ---------- ------------
Total expenses 8,675 8,024 23,897
---------- ---------- ------------
Net (loss) before income taxes (8,675) (8,024) (23,897)
Income tax expense - - -
---------- ---------- ------------
NET (LOSS) $ (8,675) $ (8,024) $ (23,897)
========== ========== ============
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 9,200,000
========== ==========
The accompanying notes are an integral part of these financial statements.
F-3
Reshoot & Edit
(A development stage company)
Statement of Stockholders' Equity
Accumulated
Preferred Common Deficit Total
Stock Stock Additional During Stock-
---------- ------------------ Paid-in Development holders'
Shares Amt 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, pursuant
to 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
June 2008
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
F-4
Reshoot & Edit
(A development stage company)
Statement of Stockholders' Equity (Continued)
Accumulated
Preferred Common Deficit Total
Stock Stock Additional During Stock-
---------- ------------------ Paid-in Development holders'
Shares Amt Shares Amount Capital Stage Equity
------ --- ---------- ------- ------- ----------- ---------
Balance,
August 31, 2008 - - 9,200,000 9,200 7,222 (15,222) 1,200
December 2008
Contributed capital 3,000 3,000
February 2009
Contributed capital 6,750 6,750
Net (loss) for the
year ended
August 31, 2009 (8,675) (8,675)
------ --- ---------- ------- ------- ----------- ---------
Balance,
August 31, 2009 - $ - 9,200,000 $ 9,200 $16,972 $ (23,897) $ 2,275
====== === ========== ======= ======= =========== =========
The accompanying notes are an integral part of these financial statements.
F-5
Reshoot & Edit
(A development stage company)
Statements of Cash Flows
For the years From
ended Inception
---------------------- (August 23, 2006)
August 31, August 31, to August 31,
2009 2008 2009
---------- ---------- ------------
OPERATING ACTIVITIES
Net income (loss) $ (8,675) $ (8,024) $ (23,897)
Adjustments to reconcile
net loss to net cash
used by operating
activities
Increase (decrease) in
accounts payable (1,675) 2,900 1,225
(Increase) decrease in
prepaid expense (3,500) - (3,500)
---------- ---------- ------------
Net cash (used) by operating
activities (13,850) (5,124) (26,172)
FINANCING ACTIVITIES
Issuances of common stock - - 16,400
Contributed capital 9,750 22 9,772
---------- ---------- ------------
Net cash provided by financing
activities 9,750 22 26,172
---------- ---------- ------------
NET INCREASE (DECREASE) IN CASH (4,100) (5,102) -
CASH AND EQUIVALENTS - BEGINNING 4,100 9,202 -
---------- ---------- ------------
CASH AND EQUIVALENTS - ENDING $ - $ 4,100 $ -
========== ========== ============
SUPPLEMENTAL DISCLOSURES:
Interest paid $ - $ - $ -
========== ========== ============
Income taxes paid $ - $ - $ -
========== ========== ============
Non-cash transactions $ - $ - $ -
========== ========== ============
The accompanying notes are an integral part of these financial statements.
F-6
Reshoot & Edit
(A Development Stage Company)
Notes to Financial Statements
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.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
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-7
Reshoot & Edit
(A Development Stage Company)
Notes to Financial Statements
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. These financial statements do not include any adjustments relating
to the recoverability of classification of recorded assets, or the amounts of
and classification of liabilities that might be necessary in the event the
company cannot continue in existence. Accordingly, these factors raise
substantial doubt as to the Company's ability to continue as a going concern
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-8
Reshoot & Edit
(A Development Stage Company)
Notes to Financial Statements
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.
During the year ended August 31, 2009 and the year ended August 31, 2008,
Dana Washington contributed $9,750 and $22, respectively, to the Company as
Additional Paid in Capital.
There have been no other issuances of common or preferred stock.
NOTE 5. RELATED PARTY TRANSACTIONS
The current officer and sole director of the Company, J'Amy Owens, 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-9
Reshoot & Edit
(A Development Stage Company)
Notes to Financial Statements
NOTE 6. PROVISION FOR INCOME TAXES - CONTINUED
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.
Deferred tax assets: 2009 2008
Net operating loss carry forward $ 8,675 $ 8,023
Total deferred tax assets 3,036 2,808
Less: valuation allowance (3,036) (2,808)
---------- ----------
Net deferred tax assets $ - $ -
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 (35.0%)
Valuation reserve 35.0%
------
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) collectability
is reasonably assured. For the period from August 23, 2006 (inception) to
August 31, 2009, the Company has not recognized any revenues.
NOTE 8. OPERATING LEASES AND OTHER COMMITMENTS:
The Company also has no assets or lease obligations.
F-10
Reshoot & Edit
(A Development Stage Company)
Notes to Financial Statements
NOTE 9 RECENT PRONOUNCEMENTS
In June 2009, the FASB issued Statement of Financial Accounting
Standards No. 165, "Subsequent Events," ("SFAS No. 165"). SFAS 165
establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial
statements are issued or are available to be issued. SFAS 165 applies
to both interim financial statements and annual financial statements.
SFAS 165 is effective for interim or annual financial periods ending
after June 15, 2009. SFAS 165 does not have a material impact on our
financial statements.
June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of
Financial Assets-an amendment of FASB Statement No. 140" ("SFAS 166").
The provisions of SFAS 166, in part, amend the derecognition guidance
in FASB Statement No. 140, eliminate the exemption from consolidation
for qualifying special-purpose entities and require additional
disclosures. SFAS 166 is effective for financial asset transfers
occurring after the beginning of an entity's first fiscal year that
begins after November 15, 2009. The Company does not expect the
provisions of SFAS 166 to have a material effect on the financial
position, results of operations or cash flows of the Company.
In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB
Interpretation No. 46(R) ("SFAS 167"). SFAS 167 amends the
consolidation guidance applicable to variable interest entities. The
provisions of SFAS 167 significantly affect the overall consolidation
analysis under FASB Interpretation No. 46(R). SFAS 167 is effective as
of the beginning of the first fiscal year that begins after November
15, 2009. SFAS 167 will be effective for the Company beginning in 2010.
The Company does not expect the provisions of SFAS 167 to have a
material effect on the financial position, results of operations or
cash flows of the Company.
In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles - a replacement of FASB Statement No. 162" ("SFAS
No. 168"). Under SFAS No. 168 the "FASB Accounting Standards
Codification" ("Codification") will become the source of authoritative
U. S. GAAP to be applied by nongovernmental entities. Rules and
interpretive releases of the Securities and Exchange Commission ("SEC")
under authority of federal securities laws are also sources of
authoritative GAAP for SEC registrants. SFAS No. 168 is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009. On the effective date, the Codification will
supersede all then-existing non-SEC accounting and reporting standards.
All other non-grandfathered non-SEC accounting literature not included
in the Codification will become non-authoritative. SFAS No. 168 is
effective for the Company's interim quarterly period beginning July 1,
2009. The Company does not expect the adoption of SFAS No. 168 to have
an impact on the financial statements.
F-11
Reshoot & Edit
(A Development Stage Company)
Notes to Financial Statements
NOTE 9. RECENT PRONOUNCEMENTS (Continued)
In June 2009, the Securities and Exchange Commission's Office of the
Chief Accountant and Division of Corporation Finance announced the
release of Staff Accounting Bulletin (SAB) No. 112. This staff
accounting bulletin amends or rescinds portions of the interpretive
guidance included in the Staff Accounting Bulletin Series in order to
make the relevant interpretive guidance consistent with current
authoritative accounting and auditing guidance and Securities and
Exchange Commission rules and regulations. Specifically, the staff is
updating the Series in order to bring existing guidance into conformity
with recent pronouncements by the Financial Accounting Standards Board,
namely, Statement of Financial Accounting Standards No. 141 (revised
2007), Business Combinations, and Statement of Financial Accounting
Standards No. 160, Non-controlling Interests in Consolidated Financial
Statements. The statements in staff accounting bulletins are not rules
or interpretations of the Commission, nor are they published as bearing
the Commission's official approval. They represent interpretations and
practices followed by the Division of Corporation Finance and the
Office of the Chief Accountant in administering the disclosure
requirements of the Federal securities laws.
In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim
Disclosures about Fair Value of Financial Instruments. This FSP amends
FASB Statement No. 107, Disclosures about Fair Value of Financial
Instruments, to require disclosures about fair value of financial
instruments for interim reporting periods of publicly traded companies
as well as in annual financial statements. This FSP also amends APB
Opinion No. 28, Interim Financial Reporting, to require those
disclosures in summarized financial information at interim reporting
periods. This FSP shall be effective for interim reporting periods
ending after June 15, 2009. The Company does not have any fair value of
financial instruments to disclose.
In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2,
Recognition and Presentation of Other-Than-Temporary Impairments. This
FSP amends the other-than-temporary impairment guidance in U.S. GAAP
for debt securities to make the guidance more operational and to
improve the presentation and disclosure of other-than-temporary
impairments on debt and equity securities in the financial statements.
The FSP does not amend existing recognition and measurement guidance
related to other-than-temporary impairments of equity securities. The
FSP shall be effective for interim and annual reporting periods ending
after June 15, 2009. The Company currently does not have any financial
assets that are other-than-temporarily impaired.
F-12
Reshoot & Edit
(A Development Stage Company)
Notes to Financial Statements
NOTE 9. RECENT PRONOUNCEMENTS (Continued)
In April 2009, the FASB issued FSP No. FAS 141(R)-1, Accounting for
Assets Acquired and Liabilities Assumed in a Business Combination That
Arise from Contingencies, to address some of the application issues
under SFAS 141(R). The FSP deals with the initial recognition and
measurement of an asset acquired or a liability assumed in a business
combination that arises from a contingency provided the asset or
liability's fair value on the date of acquisition can be determined.
When the fair value can-not be determined, the FSP requires using the
guidance under SFAS No. 5, Accounting for Contingencies, and FASB
Interpretation (FIN) No. 14, Reasonable Estimation of the Amount of a
Loss. This FSP was effective for assets or liabilities arising from
contingencies in business combinations for which the acquisition date
is on or after January 1, 2009. The adoption of this FSP has not had a
material impact on our financial position, results of operations, or
cash flows during the six months ended June 30, 2009.
In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair
Value When the Volume and Level of Activity for the Asset or Liability
Have Significantly Decreased and Identifying Transactions That Are Not
Orderly" ("FSP FAS 157-4"). FSP FAS 157-4 provides guidance on
estimating fair value when market activity has decreased and on
identifying transactions that are not orderly. Additionally, entities
are required to disclose in interim and annual periods the inputs and
valuation techniques used to measure fair value. This FSP is effective
for interim and annual periods ending after June 15, 2009. The Company
does not expect the adoption of FSP FAS 157-4 will have a material
impact on its financial condition or results of operation.
In October 2008, the FASB issued FSP No. FAS 157-3, "Determining the
Fair Value of a Financial Asset When the Market for That Asset is Not
Active," ("FSP FAS 157-3"), which clarifies application of SFAS 157 in
a market that is not active. FSP FAS 157-3 was effective upon
issuance, including prior periods for which financial statements have
not been issued. The adoption of FSP FAS 157-3 had no impact on the
Company's results of operations, financial condition or cash flows.
F-13
Reshoot & Edit
(A Development Stage Company)
Notes to Financial Statements
NOTE 9. RECENT PRONOUNCEMENTS (Continued)
In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8,
"Disclosures by Public Entities (Enterprises) about Transfers of
Financial Assets and Interests in Variable Interest Entities." This
disclosure-only FSP improves the transparency of transfers of financial
assets and an enterprise's involvement with variable interest entities,
including qualifying special-purpose entities. This FSP is effective
for the first reporting period (interim or annual) ending after
December 15, 2008, with earlier application encouraged. The Company
adopted this FSP effective January 1, 2009. The adoption of the FSP
had no impact on the Company's results of operations, financial
condition or cash flows.
In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers'
Disclosures about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-
1"). FSP FAS 132(R)-1 requires additional fair value disclosures about
employers' pension and postretirement benefit plan assets consistent
with guidance contained in SFAS 157. Specifically, employers will be
required to disclose information about how investment allocation
decisions are made, the fair value of each major category of plan
assets and information about the inputs and valuation techniques used
to develop the fair value measurements of plan assets. This FSP is
effective for fiscal years ending after December 15, 2009. The Company
does not expect the adoption of FSP FAS 132(R)-1 will have a material
impact on its financial condition or results of operation.
In September 2008, the FASB issued exposure drafts that eliminate
qualifying special purpose entities from the guidance of SFAS No. 140,
"Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities," and FASB Interpretation 46 (revised
December 2003), "Consolidation of Variable Interest Entities ? an
interpretation of ARB No. 51," as well as other modifications. While
the proposed revised pronouncements have not been finalized and the
proposals are subject to further public comment, the Company
anticipates the changes will not have a significant impact on the
Company's financial statements. The changes would be effective
March 1, 2010, on a prospective basis.
F-14
Reshoot & Edit
(A Development Stage Company)
Notes to Financial Statements
NOTE 9. RECENT PRONOUNCEMENTS (Continued)
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1,
Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities, ("FSP EITF 03-6-1"). FSP
EITF 03-6-1 addresses whether instruments granted in share-based
payment transactions are participating securities prior to vesting, and
therefore need to be included in the computation of earnings per share
under the two-class method as described in FASB Statement of Financial
Accounting Standards No. 128, "Earnings per Share." FSP EITF 03-6-1 is
effective for financial statements issued for fiscal years beginning on
or after December 15, 2008 and earlier adoption is prohibited. We are
not required to adopt FSP EITF 03-6-1; neither do we believe that FSP
EITF 03-6-1 would have material effect on our financial position and
results of operations if adopted.
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 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.
NOTE 10. SUBSEQUENT EVENTS
On October 7, 2009, the Company issued 3,710,000 shares of its
unregistered common stock to its new Director and Officer in exchange for
$37,100 cash. At the same time, the Company reached a mutually agreeable
understanding with its founder and its largest shareholder to return their
aggregate 7,200,000 restricted shares of common stock to the corporate
treasury for cancellation. As of November 9, 2009, the Company has
5,710,000 common shares issued and outstanding.
F-15
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 preparation of the financial statements in
accordance with U. S. generally accepted accounting principles.
On August 31, 2009, the former management (who is also our principal
financial and accounting officer), carried out an evaluation 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;
28
- - 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, 2009 former 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 former
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 former Chief Executive Officer in
connection with the review of our financial statements as of August 31, 2009.
29
Former management believes that the material weaknesses set forth in items (2)
and (3) above did not have an effect on our financial results. However,
Former 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, 2010. Additionally, we plan to test our
updated controls and remediate our deficiencies by August 31, 2010.
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.
30
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 Position Appointed
- ------------- --- ------------------- -------------
J'Amy Owens 48 Chairman, President October, 2009
& Secretary
- ----------------------------------------------------------------------------
The business address of our officer/director is c/o Reshoot & Edit, 424 Queen
Anne Ave. N., Suite #400, Seattle, WA 98109.
Biography of J'Amy Owens
- ------------------------
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
31
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, J'Amy Owens. 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.
32
(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 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.
33
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, 2009 for our founder and former Chief Executive
Officer, Dana Washington, who was appointed on August 14, 2006. She resigned
her position on October 7, 2009. We did not have any executive officers as of
the year end of August 31, 2009 who received any compensation.
Compensation
- ------------
As a result of our current limited available cash, no officer
or director received compensation since August 23, 2006 (inception) through
the fiscal years ending August 31, 2009 and August 31, 2008.
We intend to pay salaries when cash flow or investment funds permit.
Summary Compensation Table
- --------------------------
All
Fiscal Other
Year Compen-
Ending Salary Bonus Awards sation Total
Name and Principal Position Aug 31 ($) ($) ($) ($) ($)
- ----------------------------------------------------------------------------
Dana Washington Former. 2009 -0- -0- -0- -0- -0-
CEO/Dir 2008 -0- -0- -0- -0- -0-
2007 -0- -0- -0- -0- -0-
34
We do not have any employment agreements with our officers/directors.
We do not maintain key-man life insurance for any of 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 ending August 31, 2009.
Outstanding Equity Awards at Fiscal Year-Ending August 31, 2009
- ---------------------------------------------------------------
We did not have any outstanding equity awards as of August 31, 2009.
Option Exercises for Fiscal Year-Ending August 31, 2009
- -------------------------------------------------------
There were no options exercised by our named executive officer in fiscal year
ending August 31, 2009.
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 her 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, 2009 or August 31, 2008.
35
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 November 9, 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. The percentage of beneficial
ownership for the following table is based on 5,710,000 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
November 9, 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's common stock.
AMOUNT AND
NATURE OF
TITLE OF NAME OF BENEFICIAL BENEFICIAL PERCENT OF
CLASS OWNER AND POSITION OWNERSHIP CLASS(1)
- -----------------------------------------------------------------------------
Common J'Amy Owens (2) 3,710,000 65% %
Chairman/President
- -----------------------------------------------------------------------------
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.
36
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.
Through a Board Resolution, the Company hired the professional services of
De Joya Griffith & Company, LLC, Certified Public Accountants & Consultants,
to perform audited financials for the Company. De Joya Griffith & Company,
LLC 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.
37
Item 14. Principal Accountant Fees and Services.
De Joya Griffith & Company, LLC served as our principal independent public
accountants for fiscal year ending August 31, 2009. Aggregate fees billed to
us for the years ended August 31, 2009 and 2008 by De Joya Griffith &
Company, LLC and the Company's former accountant were as follows:
For the Years Ended
August 31,
-------------------
2009 2008
-------------------
(1) Audit Fees(1) $4,000 $6,150
(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-Q 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 De Joya Griffith & Company, LLC for
the proposed services. In the fiscal year ending August 31, 2009, all fees
paid to De Joya Griffith & Company, LLC were unanimously pre-approved by
former management 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.
38
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
Statement of Stockholders' Equity F-4
Statements of Cash Flows F-5
(b) 2. Financial Statement Schedules
None.
39
(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 De Joya X
Griffith & Company, LLC
- ------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------
40
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/ J'Amy Owens
-------------------
J'Amy Owens
President
Date: November 16, 2009
----------------
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/ J'Amy Owens
---------------------------------
J'Amy Owens
President, Secretary,
Treasurer and Director
(Principal Executive,
Principal Financial and
Principal Accounting Officer)
Date: November 16, 2009
-----------------
41