UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14C
(RULE 14c-101)
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange
Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary information statement
[ ] Confidential, for use of the Commission only
(as permitted by Rule 14c-5(d)(2))
[ ] Definitive information statement
Reshoot Production Company
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(Name of Registrant as Specified in Its Charter)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on the table below per Exchange Act
Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid: N/A
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee was paid
previously. Identify the previous filing by
registration statement number, or the form or schedule
and the date of its filing.
(1) Amount previously paid: N/A
(2) Form, schedule or registration statement no.: N/A
(3) Filing party: N/A
(4) Date filed: N/A
Reshoot Production Company
315 East New Market Road
Immokalee, FL 34142
Telephone: (239) 657-4421
September __, 2010
To the Shareholders:
The purpose of this Information Statement is to is to inform the holders of
record, as of the close of business on September __, 2010 (the "Record
Date"), of shares of common stock, par value $0.001 per share (the "Common
Stock") of Reshoot Production Company, a Nevada corporation ("the Company"),
that our Board of Directors and five holders of approximately 94% of our
capital stock as of the Record Date have given written consent as of August
30, 2010, to approve the following:
1) The spin-off of Reshoot Production Company's wholly-owned subsidiary,
JA Energy resulting in the Reshoot Production Company shareholders, on
the Record Date, owning a direct interest in the subsidiary that is
proportionate to their ownership in Reshoot Production Company.
Nevada corporation law and the Company's bylaws permit holders of a majority
of the voting power to take stockholder action by written consent.
Accordingly, the Company will not hold a meeting of its stockholders to
consider or vote upon the subsidiary spin-off as described in this
Information Statement.
We encourage you to read the attached Information Statement carefully,
including the exhibits, for further information regarding these actions. In
accordance with Rule 14c-2 promulgated under the Securities Exchange Act of
1934, as amended ("Exchange Act"), the approval of the action described
herein by the holders of a majority of the voting power of the Company will
be deemed ratified and effective at a date that is at least 20 days after the
date this Information Statement has been mailed or furnished to our
stockholders. This Information Statement is first being mailed or furnished
to stockholders on or about September ___, 2010.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS'
MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN.
This Information Statement is being furnished to you solely for the purpose
of informing stockholders of the matters described herein in compliance with
Regulation 14C of the Exchange Act.
By Order of the Board of Directors
/s/ Marc Schetcman
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Marc Schetcman
Director of Planning
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Reshoot Production Company
315 East New Market Road
Immokalee, FL 34142
Telephone: (239) 657-4421
INFORMATION STATEMENT
AND NOTICE OF ACTIONS TAKEN
BY WRITTEN CONSENT OF THE MAJORITY STOCKHOLDERS
General Information
- -------------------
This Information Statement is being provided to the Shareholders of Reshoot
Production Company ("the Company"), in connection with our prior receipt of
approval by written consent, in lieu of a meeting of shareholders, to approve
the following:
1) The spin-off of Reshoot Production Company's wholly-owned subsidiary,
JA Energy resulting in the Reshoot Production Company shareholders, on
the Record Date, owning a direct interest in the subsidiary that is
proportionate to their ownership in Reshoot Production Company.
The Company will pay all costs associated with the distribution of this
Information Statement, including the costs of printing and mailing. The
Company will only deliver one Information Statement to multiple stockholders
sharing an address unless the Company has received contrary instructions from
one or more of the stockholders. The Company will promptly deliver a
separate copy of this Information Statement and future stockholder
communication documents to any stockholder at a shared address to which a
single copy of this Information Statement was delivered, or deliver a single
copy of this Information Statement and future stockholder communication
documents to any stockholder or holders sharing an address to which multiple
copies are now delivered, upon written or oral request to the following
address:
Reshoot Production Company
315 East New Market Road
Immokalee, FL 34142
Telephone: (239) 657-4421
Stockholders may also address future requests regarding delivery of
information statements and/or annual reports by contacting the Company at
the address listed above.
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Information on Consenting Stockholders
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Pursuant to the Company's Bylaws and the Nevada Corporate Law, the dividend
spin-off of our wholly-owned subsidiary must be approved by the vote of the
holders of shares representing a majority of the voting power of the common
stock. The Company's Articles of Incorporation do not authorize cumulative
voting.
The elimination of the need for a special meeting of the shareholders to
approve the Amendment is authorized by Section 78.320 of the Nevada Revised
Statutes, (the "Nevada Law"). This Section provides that the written consent
of the holders of outstanding shares of voting capital stock, having not less
that the minimum number of votes which would be necessary to authorize or
take the action at a meeting at which all shares entitled to vote on a matter
were present and voted, may be substituted for the special meeting.
According to this Section 78.390 of the Nevada Law, a majority of the
outstanding shares of voting capital stock entitled to vote on the matter is
required in order to amend the Company's Articles of Incorporation. In order
to eliminate the costs and management time involved in holding a special
meeting and in order to effect the dividend spin-off our wholly-owned
subsidiary as early as possible in order to accomplish the purposes of the
Company, the Board of Directors of the Company voted to utilize the written
consent of the majority shareholders of the Company.
The date on which this Information Statement was first sent to the
shareholders is on, or about September __, 2010. The record date established
by the Company for purposes of determining the dividend spin-off our wholly-
owned subsidiary was September ___, 2010, (the "Record Date").
Outstanding Voting Stock of the Company
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As of the Record Date, the Company had 70,000,000 authorized shares of common
stock, of which 47,033,334 were issued and outstanding. The consenting
stockholders, who consist of five current stockholders of the Company,
represent approximately 94% of the issued and outstanding shares of the
Company's outstanding common stock. The consenting stockholders voted in
favor of the actions described by written consent, dated August 30, 2010.
Each share of Common Stock entitles the holder to one (1) vote on all matters
submitted to the shareholders.
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The elimination of the need for a special meeting of shareholders to approve
the corporate actions is authorized by Section 78.320 of the Nevada Revised
Statutes which provides that any action required or permitted to be taken at
a meeting of the stockholders may be taken without a meeting, if before or
after the action, a written consent thereto is signed by stockholders holding
at least a majority of the voting power. In order to eliminate the costs and
management time involved in holding a special meeting and in order to effect
the corporate actions as early as possible to accomplish the purposes of the
company as hereafter described, the company decided to proceed with the
corporate actions by obtaining the written consent of shareholders holding a
majority of the voting power of the Company.
JA Energy plans to file a Registration Statement with the U. S. Securities
and Exchange Commission to register this spin-off dividend. The shareholders
of Reshoot Production Company will not receive their spin-off shares until
the JA Energy registration statement becomes effective.
Security Ownership of Certain Owners and Management
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The following table sets forth information known to us, as of the date of
this filing, relating to the beneficial ownership of shares of common stock
by:
o each person who is known by us to be the beneficial owner of more than 5%
of the Company's outstanding common stock;
o each director;
o each executive officer; and
o all executive officers and directors as a group.
Under securities laws, a person is considered to be the beneficial owner of
securities owned by him (or certain persons whose ownership is attributed to
him) and that can be acquired by him within 60-days from the date of this
Information Statement, including upon the exercise of options, warrants or
convertible securities. The Company determined a beneficial owner's
percentage ownership by assuming that options, warrants or convertible
securities that are held by him, but not those held by any other person, and
which are exercisable within 60 days of the date of this Information
Statement filing, have been exercised or converted.
Except with respect to beneficial ownership of shares attributed to the named
person, the following table does not give effect to the issuance of shares in
the event outstanding common stock purchase warrants are exercised.
The Company believes that all persons named in the table have sole voting and
investment power with respect to all shares of common stock shown as being
owned by them.
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AMOUNT AND
NATURE OF
TITLE OF NAME OF BENEFICIAL BENEFICIAL PERCENT OF
CLASS OWNER AND POSITION OWNERSHIP CLASS(1)
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Common Mike Broll (2) 2,500,000 5.3%
Chairman & CEO
Common Ross Hatanaka (3) 1,000,000 2.1%
VP Oper & Director
Common Marc Schetcman (4) 20,500,000 43.6%
VP -Director of Planning
Common LFC-RPC Investment, LLC (5) 1,000,000 2.1%
Common James Lusk (6) 20,500,000 43.6%
- -----------------------------------------------------------------------------
DIRECTORS AND OFFICERS AS A GROUP
(3 persons) 44,500,000 51.0%
(1) Percent of Class based on 47,033,334 shares of common stock issued
and outstanding.
(2) Mike Broll, 4370 La Jolla Village Drive, Suite 400 San Diego CA 92122.
(3) Ross Hatanaka, 4370 La Jolla Village Drive, Suite 400 San Diego CA 92122
(4) Marc Schechtman, 4370 La Jolla Village Drive, Suite 400 San Diego CA
92122
(5) LFC-RPC Investment, LLC, 315 East New Market Road, Immokalee, FL 34142.
(6) James Lusk, 4800 W. Dewey Drive, Las Vegas, NV 89118
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EXPLANATION OF ACTIONS TO BE TAKEN
ITEM 1
DIVIDEND SPIN-OFF
The Board of Directors of the Company has adopted a resolution to spin-off
its wholly-owned subsidiary resulting in the Reshoot Production Company
shareholders on the Record Date owning a direct interest in the subsidiary
that is proportionate to their ownership in Reshoot Production Company.
Our board of directors believes that spinning-off its wholly-owned
subsidiary, will accomplish a number of important objectives. The spin-off
will separate the two companies with different financial, investment and
operating characteristics so that each can adopt business strategies and
objectives tailored to their respective markets. This will allow both
companies to better prioritize the allocation of their management and their
financial resources for achievement of their individual corporate objectives.
Record shareholders of Reshoot Production Company as of the record date
September __, 2010, will receive one-point-four (1.4) common shares, par
value $0.001, of JA Energy common stock for every share of Reshoot Production
Company common stock owned. The JA Energy stock dividend will be based on
47,033,334 shares of Reshoot Production Company common stock that are issued
and outstanding as of the record date. Following the issuance of the stock
dividend, JA Energy will have 65,846,667 common shares issued and
outstanding. The shareholders of Reshoot Production will pay no
consideration for these spin-off shares.
JA Energy plans to file a Registration Statement with the U. S. Securities
and Exchange Commission to register this spin-off dividend. The shareholders
of Reshoot Production Company will not receive their spin-off shares until
the JA Energy registration statement becomes effective. Upon notice of
effectiveness of the JA Energy Registration Statement, the Company's Transfer
Agent will send out the spin-off dividend shares to the Reshoot Production
Company shareholders, at no cost the shareholders. After the dividend is
issued, JA Energy plans to apply for OTC-Bulletin Board listing, through a
broker-dealer.
Reshoot Production Company will retain no ownership in JA Energy following
the issuance of the stock dividend. Further, JA Energy will no longer be a
subsidiary of Reshoot Production Company.
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Description of JA Energy Business
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JA Energy was formally incorporated in Nevada on August 26, 2010. JA Energy
plans to use a patented varietal Jerusalem Artichoke to control the expansion
of the crop. Additionally, JA Energy will be processing the crop in the
field, separating the pulp from the juice (the equipment is unique to this
application). The juice will be transported to a centrally located
processing plant to condense the juice to a syrup (JA Energy plans to apply
for patent on this process). The syrup by-product of the harvest will be
shipped to a modular distillation unit for processing into ethanol. The
modular distillation unit will be able to produce 1,000 gallons per week of
ethanol. Reshoot Production Company will help JA Energy develop a market for
the artichoke by-product that is not used in the production of ethanol.
The Reshoot Production directors decided it was in the best interest of
Reshoot Production Company and JA Energy Company's shareholders to spin-off
JA Energy to minimize any potential of conflict of interest, in utilizing the
same resources and in accessing funding. Reshoot Production is focusing on
the production and distribution of tomatoes, peppers, and cucumbers; whereas,
JA Energy focuses on the production of ethanol utilizing using a patented
varietal of the Jerusalem Artichoke. These are two distinct business
objectives.
BOARD RECOMMENDATION AND EFFECTIVE DATE
Our Board of Directors (the "Board") and our five largest shareholders who
own approximately 96.7% of the 47,033,334 shares of our Common Stock
outstanding, have consented in writing to the Actions in this Information
Statement. Such approval and consent are sufficient under Section 92A.120 of
the Nevada General Corporation Law and our By-Laws to approve the Actions.
Accordingly, the Actions will not be submitted to our other shareholders for
a vote and this Information Statement is being furnished to shareholders
solely to provide them with certain information concerning the Actions in
accordance with the requirements of Nevada law and the Securities Exchange
Act of 1934, as amended, and the regulations promulgated thereunder,
including particularly Regulation 14C.
The Actions, above, will be effective on or shortly after the 22nd day after
the date of this Information Statement.
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DESCRIPTION OF SECURITIES
As of the close of business on September 1, 2010, our authorized capital
stock consists of 70,000,000 shares of common stock, par value $0.001 per
share, of which there are 47,033,334 shares issued and outstanding. Our
authorized preferred stock consists of 5,000,000 shares, par value $0.001 per
share, and there are no preferred shares issued nor outstanding.
Dividends
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We have paid no cash dividends and have no present plan to pay cash
dividends, intending instead to reinvest our earnings, if any. Payment of
future cash dividends will be determined from time to time by our Board of
Directors, based upon our future earnings (if any), financial condition,
capital requirements and other factors. We are not presently subject to any
contractual or similar restriction on our present or future ability to pay
such dividends.
No Dissenter's Rights
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Under Nevada Law, our dissenting shareholders are not entitled to appraisal
rights with respect to this dividend subsidiary spin-off, and we will not
independently provide our shareholders with any such right.
INFORMATION ABOUT US
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Reshoot Production Company works with experienced growers throughout the
world that have a history of growing first quality fresh produce. The
Company's business focuses on the production and distribution of organic
cucumbers, tomatoes, and peppers.
Additionally, Reshoot Productions plans to utilize greenhouse technology that
manages weather related risks. Management believes that organic grown
products are: 1) better for a person's health; 2) the products have improved
taste and quality; and 3) are socially responsible.
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Combined Financial Data of the Company and Other Information
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The financial profile of Reshoot Production Company will remain the same,
since JA Energy has no assets, liabilities or revenues as of August 31, 2010.
The following documents, filed by us with the Commission, are incorporated
herein by reference:
(i) Our Annual Report filed on Form 10-K, filed with the Commission
on February 12, 2010, for the fiscal year ended December 31, 2009;
(ii) Our Quarterly Report filed on Form 10-Q with the Commission on
August 23, 2010 for the three month period ended June 30, 2010.
(iii) Our Current Report filed on Form 8-K with the Commission on
May 14, 2010 for the period ended May 12, 2010.
(iv) Our Quarterly Report filed on Form 10-Q with the Commission on
May 3, 2010 for the three month period ended March 31, 2010.
Any statement contained in a document incorporated or deemed to be
incorporated in this Information Statement shall be deemed to be modified or
superseded for purposes of this Information Statement to the extent that a
statement contained herein or in any other subsequently filed document that
also is or is deemed to be incorporated by reference modifies or supersedes
such statement.
A copy of the documents incorporated herein by reference (excluding exhibits
unless such exhibits are specifically incorporated by reference into the
information incorporated herein) that are not presented with this document or
delivered herewith, will be provided without charge to each person, including
any beneficial owner, to whom an Information Statement is delivered, upon
oral or written request of any such person and by first-class mail or other
equally prompt means. Requests should be directed to the Company at:
315 East New Market Road, Immokalee, FL 34142.
Conclusion
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As a matter of regulatory compliance, we are sending you this Information
Statement which describes the purpose and effect of our subsidiary dividend
spin-off. Your consent to the dividend spin-off is not required and is not
being solicited in connection with this action. This Information Statement
is intended to provide our stockholders information required by the rules and
regulations of the Securities Exchange Act of 1934.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.
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For the Board of Directors of
Date: September __, 2010 Reshoot Production Company
By: /s/ Marc Schetcman
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Marc Schetcman
Director of Planning
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