UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2009
OR
|_| 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
------------------------ ------------------------
(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)
Issuer's telephone number, including area code: (206) 612-6370
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark whether the Registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer or a smaller reporting company.
See definition of "accelerated filer and large accelerated filer" in Rule
12b-2 of the Exchange Act (Check one).
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| Smaller Reporting Company |X|
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes |X| No |_|
As of January 15, 2010, the registrant's outstanding common stock consisted
of 5,930,834 shares, $0.001 par value. Authorized - 70,000,000 common
voting shares. No preferred issued, 5,000,000 preferred shares, par value
$0.001 authorized.
Table of Contents
Reshoot & Edit
Index to Form 10-Q
For the Quarterly Period Ended November 30, 2009
Part I. Financial Information
Page
Item 1. Financial Statements
Balance Sheets as of November 30, 2009 and August 31, 2009 3
Statements of Income for the three months
ended November 30, 2009 and 2008 and inception (August 23, 2006)
to November 30, 2009 4
Statements of Cash Flows for the three months
ended November 30, 2009 and 2008 and inception (August 23, 2006)
to November 30, 2009 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
Item 4. Controls and Procedures 16
Part II Other Information
Item 1. Legal Proceedings 18
Item 1A. Risk Factors 18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 18
Item 3.-- Defaults Upon Senior Securities 18
Item 4.-- Submission of Matters to a Vote of Security Holders 18
Item 5.-- Other Information 18
Item 6. Exhibits 19
Signatures 20
2
Part I. Financial Information
Item 1. Financial Statements
Reshoot & Edit
(A development stage company)
Balance Sheets
November 30, August 31,
2009 2009
----------- -----------
ASSETS
Current Assets:
Cash and cash equivalents $ 300,264 $ -
Accounts receivable- related party 52,078 -
Advances 5,000 -
Prepaid expense 5,500 3,500
----------- -----------
Total current assets 362,842 3,500
Fixed Assets:
Equipment 688 -
----------- -----------
Total fixed assets 688 -
Other Assets:
Security deposits 6,365 -
Intangible assets 4,500 -
----------- -----------
Total other assets 10,865 -
----------- -----------
TOTAL ASSETS $ 374,395 $ 3,500
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 1,181 $ 1,225
----------- -----------
Total current liabilities 1,181 1,225
----------- -----------
Total liabilities 1,181 1,225
----------- -----------
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, 5,710,000 issued and
5,930,834 outstanding as of 11/30/2009, and
9,200,000 shares issued and outstanding as of
8/31/2009 5,931 9,200
Additional paid-in capital 694,841 16,972
Stock subscription receivable (250,000) -
Deficit accumulated during
development stage (77,558) (23,897)
----------- -----------
Total stockholders' equity 373,214 2,275
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 374,395 $ 3,500
=========== ===========
The accompanying notes are an integral part of these financial statements.
3
Reshoot & Edit
(A development stage company)
Statements of Operations
For the three months From
ended Inception
----------------------(August 23, 2006)
Nov. 30, Nov. 30, to Nov. 30,
2009 2008 2009
---------- ---------- ------------
REVENUE $ - $ - $ -
---------- ---------- ------------
EXPENSES
General and administrative expenses 53,452 4,850 77,349
---------- ---------- ------------
Total expenses 53,452 4,850 77,349
---------- ---------- ------------
Net loss from operations (53,452) (4,850) (77,349)
OTHER EXPENSES
Interest expense 209 - 209
---------- ---------- ------------
Total other expenses 209 - 209
---------- ---------- ------------
NET LOSS $ (53,661) $ (4,850) $ (77,558)
========== ========== ============
NET LOSS PER SHARE - BASIC
$ (0.01) $ (0.00)
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -
BASIC 4,044,583 8,885,714
========= =========
The accompanying notes are an integral part of these financial statements.
4
Reshoot & Edit
(A development stage company)
Statements of Cash Flows
For the three months From
ended Inception
----------------------(August 23, 2006)
Nov. 30, Nov. 30, to Nov. 30,
2009 2008 2009
---------- ---------- ------------
OPERATING ACTIVITIES
Net (loss) $ (53,661) $ (4,850) $ (77,558)
Adjustments to reconcile
net loss to net cash
used by operating
activities:
Increase (decrease) in
accounts payable and
accrued expenses (44) 750 1,181
(Increase) in accounts
receivable (52,078) - (52,078)
(Increase) in advances (5,000) - (5,000)
(Increase) in prepaid
expenses (2,000) - (5,500)
---------- ---------- ------------
Net cash used by operating
activities (112,783) (4,100) (138,955)
INVESTING ACTIVITIES
Purchase of equipment (688) - (688)
Security deposits (6,365) - (6,365)
Intangible assets (4,500) - (4,500)
---------- ---------- ------------
Net cash used by investing
activities (11,553) - (11,553)
FINANCING ACTIVITIES
Issuances of common stock 449,600 - 466,000
Cancellation of common stock (25,000) - (25,000)
Contributed capital - - 9,772
---------- ---------- ------------
Net cash provided by financing
activities 424,600 - 450,772
---------- ---------- ------------
NET INCREASE (DECREASE) IN CASH 300,264 (4,100) 300,264
CASH AND EQUIVALENTS - BEGINNING - 4,100 -
---------- ---------- ------------
CASH AND EQUIVALENTS - ENDING $ 300,264 $ - $ 300,264
========== ========== ============
SUPPLEMENTAL DISCLOSURES:
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
Non-cash transactions $ - $ - $ -
Stock subscription receivable $ 250,000 $ - $ 250,000
The accompanying notes are an integral part of these financial statements.
5
RESHOOT & EDIT
(A Development Stage Company)
Notes to the Condensed Financial Statements
November 30, 2009
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at November 30, 2009 and for
all periods presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted. It
is suggested that these condensed financial statements be read in conjunction
with the financial statements and notes thereto included in the Company's
August 31, 2009 audited financial statements. The results of operations for
the periods ended November 30, 2009 and 2008 are not necessarily indicative of
the operating results for the full year.
NOTE 2 - GOING CONCERN
These condensed financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and the satisfaction of liabilities and
commitments in the normal course of business. As of November 30, 2009, the
Company has not recognized any revenues and has accumulated operating
losses of approximately $(77,558) since inception. The Company's ability
to continue as a going concern is contingent upon the successful completion of
additional financing arrangements and its ability to achieve and maintain
profitable operations. Management plans to raise equity capital to finance
the operating and capital requirements of the Company. Amounts raised will be
used for further development of the Company's products, to provide financing
for marketing and promotion, to secure additional property and equipment, and
for other working capital purposes. While the Company is putting forth its
best efforts to achieve the above plans, there is no assurance that any such
activity will generate funds that will be available for operations.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments relating to the recoverability and classification of recorded
asset amounts, or amounts and classification of liabilities that might result
from this uncertainty.
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles 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 revenues and expenses during the reporting period.
Actual results could differ from those estimates.
6
RESHOOT & EDIT
(A Development Stage Company)
Notes to the Condensed Financial Statements
November 30, 2009
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
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.
Recent Accounting Pronouncements
In June 2009, the FASB issued ASC 105-10, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles".
ASC 105-10 will become the source of authoritative U.S. generally accepted
accounting principles (GAAP) recognized by the FASB 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. On the effective date
of this Statement, 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. This statement is effective for financial statements issued for
interim and annual periods ending after September 15, 2009. The Company does
not expect the adoption of ASC 105-10 to have an impact on the Company's
results of operations, financial condition or cash flows.
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.
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
7
RESHOOT & EDIT
(A Development Stage Company)
Notes to the Condensed Financial Statements
November 30, 2009
NOTE 4. STOCKHOLDERS' EQUITY (Continued)
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,
the Company's former officer and director contributed $9,750 and $22,
respectively, to the Company as Additional Paid in Capital.
On October 7, 2009, the Company issued 3,710,000 shares of its unregistered
common stock to its new officer and director for cash of $37,100. These
shares were issued pursuant to the exemption from registration provided by
Section 4(2) of the Securities Act.
On October 7, 2009, the Company cancelled 7,200,000 shares of its common
stock previously held by its founder and its largest shareholder for cash
paid of $25,000.
On November 17, 2009, the Company initiated a private placement of its
common stock pursuant to an exemption from registration under Section 4(2)
of the Securities Act of 1933, as amended, and Rule 506 of Regulation D,
promulgated thereunder. To date, the Company has received subscription
agreements from five (5) accredited investors in the aggregate amount of
$662,500, for the purchase of 220,834 unregistered shares of the
Company's common stock at $3.00 per share. Of the $662,500, $250,000 was
not received until December 2009, and is reflected in the accompanying
financial statements as a Subscription Receivable.
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 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. The Company's sole
officer has started receiving $8,000 per month in the form of remuneration
for her services. Additionally, the Company has an Account Receivable
balance due from WK, Inc., of $52,078. This is a related party transaction
as WK, Inc. is controlled by the sole officer of Reshoot & Edit.
8
RESHOOT & EDIT
(A Development Stage Company)
Notes to the Condensed Financial Statements
November 30, 2009
NOTE 6 - CONCENTRATION OF CREDIT RISK
Cash Balances
The Company maintains its cash in various financial institutions in the
United States. Balances maintained in the United States are insured by the
Federal Deposit Insurance Corporation (FDIC). This government corporation
insured balances up to $100,000 through October 13, 2008. As of October 14,
2008 all non-interest bearing transaction deposit accounts at an FDIC-insured
institution, including all business checking deposit accounts that do not
earn interest, are fully insured for the entire amount in the deposit account.
This unlimited insurance coverage is temporary and will remain in effect for
participating institutions until December 31, 2009. All other deposit
accounts at FDIC-insured institutions are insured up to at least $250,000
per depositor until December 31, 2013.
NOTE 7 - SUBSEQUENT EVENTS
None. The Company has evaluated subsequent events through January 15, 2010,
the date which the financial statements were available to be issued.
9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 2. - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-Looking Information
The Company may from time to time make written or oral "forward-looking
statements" including statements contained in this report and in other
communications by the Company, which are made in good faith by the Company
pursuant to the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995.
These forward-looking statements include statements of the Company's plans,
objectives, expectations, estimates and intentions, which are subject to change
based on various important factors (some of which are beyond the Company's
control). The following factors, in addition to others not listed, could cause
the Company's actual results to differ materially from those expressed in
forward looking statements: the strength of the domestic and local economies in
which the Company conducts operations, the impact of current uncertainties in
global economic conditions and the ongoing financial crisis affecting the
domestic and foreign banking system and financial markets, including the impact
on the Company's suppliers and customers, changes in client needs and consumer
spending habits, the impact of competition and technological change on the
Company, the Company's ability to manage its growth effectively, including its
ability to successfully integrate any business which it might acquire, and
currency fluctuations. All forward-looking statements in this report are based
upon information available to the Company on the date of this report. The
Company undertakes no obligation to publicly update or revise any forward-
looking statement, whether as a result of new information, future
events, or otherwise, except as required by law.
Critical Accounting Policies
- ----------------------------
There have been no material changes to our critical accounting policies and
estimates from the information provided in Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations", included in our
Annual Report for the fiscal year ended August 31, 2009.
10
Results of Operations
- ---------------------
Overview of Current Operations
- ------------------------------
Reshoot & Edit ("the Company") was incorporated under the laws of the State
of Nevada on August 23, 2006, under the name Reshoot & Edit.
Reshoot & Edit is focused on becoming a purveyor of open pastured organic and
natural grass fed beef that has not been raised with steroids, antibiotics or
hormones, and has not been fed genetically modified corn.
Reshoot & Edit's Business Plan
- ------------------------------
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.
With the purchase of these shares, Ms. Owens became our largest shareholder.
J'Amy Owens purchased control of the Company with plans to move the Company
in a new direction. The new management is in the process of acquiring a
private company, recently founded by the new management called W K, Inc.,
located in the State of Washington, doing business under the name "Bill the
Butcher." WK, Inc., 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, antibiotics 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.
Competition
- -----------
As the Company develops its business plan to market open pastured organic and
natural grass fed beef products, it will face competition from many other
businesses who sell similar products. The organic meat industry is intensely
competitive with respect to price, location and food quality, and there are
many well-established competitors with substantially greater financial and
other resources than us. The organic consumer market for meats is often
impacted by changes in the taste and eating habits of the public, economic and
political conditions affecting spending habits, population and traffic
patterns. The principal bases of competition in the industry are the quality
and price of the food products offered.
11
There is no assurance that the Company will be able to compete successfully
against present or future competitors or that competitive pressures faced by
the Company will not have a material adverse effect on the Company.
Results of Operations for the quarter ended November 30, 2009
- -------------------------------------------------------------
During the three month period ended November 30, 2009, the Company did not
generate any revenues. We do not anticipate earning any significant revenues
until such time as we can move our new business plan forward.
In its most recent three month operating period ended November 30, 2009, the
Company generated no revenues. During the three months ended November 30,
2009, the Company lost $(53,661) or $(0.01) per share as compared to a net
loss $(4,850) or $(0.00) per share for the same period last year. This loss
represented general and administrative expenses which paid accounting and
legal fees. The increase in general and administrative expense represents
the Company's efforts to develop its business plan. Since the Company's
inception, on August 23, 2006, the Company experienced a net loss of
$(77,558).
Revenues
- --------
The Company has generated no revenues during the three months ending
November 30, 2009. As of November 30, 2009, the Company had an accumulated
deficit of $(77,558) dollars. There can be no assurances that the Company
can achieve or sustain profitability or that the Company's operating losses
will not increase in the future.
Plan of Operation
- -----------------
Management does not believe that the Company will be able to generate any
significant profit during the coming year, as the company focuses on its new
business plan. Management believes developmental and marketing
costs will most likely exceed any anticipated revenues for the coming year.
Future funding could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or
amortization expenses related to goodwill and other intangible assets, which
could materially adversely affect the Company's business, results of
operations and financial condition. Any future acquisitions of other
businesses, technologies, services or product(s) might require the Company to
obtain additional equity or debt financing, which might not be available on
terms favorable to the Company, or at all, and such financing, if available,
might be dilutive.
12
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.
Summary of any product research and development that we will perform for the
term of our plan of operation.
- ----------------------------------------------------------------------------
We do not anticipate performing any additional significant product research and
development under our current plan of operation.
Expected purchase or sale of plant and significant equipment.
- -------------------------------------------------------------
We do not anticipate the purchase or sale of any plant or significant
equipment; as such items are not required by us at this time.
Significant changes in the number of employees.
- -----------------------------------------------
As of November 30, 2009, the Company had four employees, including its sole
officer and director. We are dependent upon our sole officer and director
for our future business development. As our operations expand we anticipate
the need to hire additional employees, consultants and professionals;
however, the exact number is not quantifiable at this time.
13
Liquidity and Capital Resources
- -------------------------------
Our balance sheet as of August 31, 2009 reflects $362,842 in current assets
and $1,181 in current liabilities. Cash and cash equivalents from inception
to date have been sufficient to provide the operating capital necessary to
operate to date. The Company is authorized to issue 70,000,000 shares of its
$0.001 par value common stock and 5,000,000 shares of its $0.001 par value
preferred stock. As of January 15, 2010, the Company has 5,930,834 shares of
common stock issued and outstanding.
The Company has limited financial resources available, which has had an
adverse impact on the Company's liquidity, activities and operations.
These limitations have adversely affected the Company's ability to obtain
certain projects and pursue additional business. Without realization of
additional capital, it would be unlikely for the Company to continue as a
going concern. In order for the Company to remain a Going Concern it will
need to find additional capital. Additional working capital may be sought
through additional debt or equity private placements, additional notes
payable to banks or related parties (officers, directors or stockholders),
or from other available funding sources at market rates of interest, or a
combination of these. The ability to raise necessary financing will depend
on many factors, including the nature and prospects of any business to be
acquired and the economic and market conditions prevailing at the time
financing is sought. No assurances can be given that any necessary financing
can be obtained on terms favorable to the Company, or at all.
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.
14
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 reasonably assured.
New Accounting Standards
- ------------------------
In June 2009, the FASB issued ASC 105-10, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles".
ASC 105-10 will become the source of authoritative U.S. generally accepted
accounting principles (GAAP) recognized by the FASB 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. On the effective date
of this Statement, 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. This statement is effective for financial statements
issued for interim and annual periods ending after September 15, 2009. The
Company does not expect the adoption of ASC 105-10 to have an impact on the
Company's results of operations, financial condition or cash flows.
15
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 4T. Controls and Procedures
(a) Evaluation of Internal Controls and Procedures
Reshoot & Edit is committed to maintaining disclosure controls and procedures
that are designed to ensure that information required to be disclosed in its
Exchange Act reports is recorded, processed, summarized, and reported within
the time periods specified in the U.S. Securities and Exchange Commission's
rules and forms, and that such information is accumulated and communicated to
its management, including its Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required
disclosure.
As required by Rule 13a-15(b) of the Exchange Act, Reshoot & Edit has carried
out an evaluation, under the supervision and with the participation of its
management, including its Chief Executive Officer and the Chief Financial
Officer, (who is also our principal financial and accounting officer), to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of the financial statements in accordance with U. S.
generally accepted accounting principles.
The evaluation examined those disclosure controls and procedures as of
November 30, 2009, the end of the period covered by this report. Based
on that evaluation, they concluded that, during the period covered by this
report, such internal controls and procedures were not effective to detect
the inappropriate application of US GAAP rules as more fully described below.
This was due to deficiencies that existed in the design or operation of our
internal controls over financial reporting that adversely affected our
internal controls and that may be considered to be material weaknesses.
16
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public
Company Accounting Oversight Board were: (1) lack of a functioning audit
committee due to a lack of a majority of independent members and a lack of a
majority of outside directors on our board of directors, resulting in
ineffective oversight in the establishment and monitoring of required
internal controls and procedures; (2) inadequate segregation of duties
consistent with control objectives; and (3) ineffective controls over period
end financial disclosure and reporting processes. The aforementioned
material weaknesses were identified by our Chief Executive Officer in
connection with the review of our financial statements as of November 30, 2009.
Management believes that the material weaknesses set forth in items (2) and
(3) above did not have an effect on our financial results. However,
management believes that the lack of a functioning audit committee and the
lack of a majority of outside directors on our board of directors results in
ineffective oversight in the establishment and monitoring of required
internal controls and procedures, which could result in a material
misstatement in our financial statements in future periods.
Additional procedures were performed in order for management to conclude with
reasonable assurance that the Company's financial statements contained in this
Quarterly Report on Form 10-Q present fairly, in all material respects, the
Company's financial position, results of operations and cash flows for the
periods presented.
(b) Management's Remediation Initiatives
- -----------------------------------------
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
We will create a position to segregate duties consistent with control
objectives and will increase our personnel resources and technical accounting
expertise within the accounting function when funds are available to us.
And, we plan to appoint one or more outside directors to our board of
directors who shall be appointed to an audit committee resulting in a fully
functioning audit committee who will undertake the oversight in the
establishment and monitoring of required internal controls and procedures
such as reviewing and approving estimates and assumptions made by management
when funds are available to us.
(c) Changes in internal controls over financial reporting
- ----------------------------------------------------------
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
17
PART II. OTHER INFORMATION
Item 1 -- Legal Proceedings
From time to time, we may become involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in
these or other matters may arise from time to time that may harm our
business.
We are not presently a party to any material litigation, nor to the knowledge
of management is any litigation threatened against us, which may materially
affect us.
Item 1A - Risk Factors
See Risk Factors set forth in Part I, Item 1A of the Company's Annual Report on
Form 10-K for the fiscal year ended August 31, 2009 and the discussion in Item
1, above, under "Financial Condition - Liquidity and Capital resources.
Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds
On October 7, 2009, the Company issued 3,710,000 shares of its unregistered
common stock to its new officer and director for cash of $37,100. These
shares were issued pursuant to the exemption from registration provided by
Section 4(2) of the Securities Act.
On October 7, 2009, the Company cancelled 7,200,000 shares of its common
stock previously held by its founder and its largest shareholder for cash
paid of $25,000.
On November 17, 2009, the Company initiated a private placement of its
common stock pursuant to an exemption from registration under Section 4(2)
of the Securities Act of 1933, as amended, and Rule 506 of Regulation D,
promulgated thereunder. To date, the Company has received subscription
agreements from five (5) accredited investors in the aggregate amount of
$662,500, for the purchase of 220,834 unregistered shares of the
Company's common stock at $3.00 per share.
There have been no other issuances of shares.
Item 3 -- Defaults Upon Senior Securities
None.
Item 4 -- Submission of Matters to a Vote of Security Holders
None.
Item 5 -- Other Information
None.
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Item 6 -- Exhibits
Incorporated by reference
-------------------------
Filed Period Filing
Exhibit Exhibit Description herewith Form ending Exhibit date
- ------------------------------------------------------------------------------
3.1 Articles of Incorporation, SB-2 3.1 10/3/06
as currently in effect
- ------------------------------------------------------------------------------
3.2 Bylaws SB-2 3.2 10/3/06
as currently in effect
- ------------------------------------------------------------------------------
31.1 Certification of President X
and Principal Financial
Officer, pursuant to Section
302 of the Sarbanes-Oxley
Act
- ------------------------------------------------------------------------------
32.1 Certification of President X
and Principal Financial
Officer, pursuant to Section
906 of the Sarbanes-Oxley
Act
- ------------------------------------------------------------------------------
19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Reshoot & Edit
--------------------------
Registrant
Date: January 15, 2010 By: /s/ J'Amy Owens
---------------- -------------------------------------
J'Amy Owens
President, Secretary,
Treasurer and Director
(Principal Executive,
Principal Financial and
Principal Accounting Officer)
20