UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2010
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 000-53049
RESHOOT PRODUCTION COMPANY
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(Exact name of registrant as specified in its charter)
Nevada 26-1665960
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
315 East New Market Road, Immokalee, FL 34142
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(Address of principal executive offices)(Zip Code)
Issuer's telephone number, including area code: (239) 657-4421
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 |_| No |X|
As of November 22, 2010, the registrant's outstanding common stock consisted
of 47,033,358 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 Production Company
Index to Form 10-Q
For the Quarterly Period Ended September 30, 2010
Part I. Financial Information
Page
Item 1. Financial Statements
Condensed Balance Sheets as of September 30, 2010
and December 31, 2009 3
Condensed Statements of Operations for the three months and
nine months ended September 30, 2010 and 2009 4
Condensed Statements of Cash Flows for the nine months
ended September 30, 2010 and 2009 5
Notes to the Condensed 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 18
Item 4T. Controls and Procedures 18
Part II Other Information
Item 1. Legal Proceedings 22
Item 1A. Risk Factors 22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 22
Item 3 -- Defaults Upon Senior Securities 22
Item 4 -- Submission of Matters to a Vote of Security Holders 22
Item 5 -- Other Information 22
Item 6. Exhibits 23
Signatures 24
2
Part I. Financial Information
Item 1. Financial Statements
Reshoot Production Company
(A Development Stage Company)
Condensed Balance Sheets
(Unaudited)
September 30, December 31,
2010 2009
------------- ------------
ASSETS
Current assets:
Cash and equivalents $ 9,283 $ -
------------- ------------
Total current assets 9,283 -
------------- ------------
TOTAL ASSETS $ 9,283 $ -
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 5,207 $ 1,250
Due to related party 27,091 -
------------- ------------
Total current liabilities 32,298 1,250
------------- ------------
Total liabilities 32,298 1,250
------------- ------------
Stockholders' equity:
Preferred stock; $0.001 par value;
5,000,000 shares authorized, none
issued or outstanding - -
Common stock, $0.001 par value; 70,000,000
shares authorized; 47,033,334, 1,533,334
issued and outstanding as of 9/30/10 and
12/31/09, respectively 47,033 1,533
Additional paid-in capital 77,542 24,367
(Deficit) accumulated during development
stage (147,590) (27,150)
------------- ------------
Total stockholders' equity (23,015) (1,250)
------------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 9,283 $ -
============= ============
The accompanying notes are an integral part of these financial statements.
3
Reshoot Production Company
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
For the nine
For the three months ending October 31,
months ending ---------------------- 2007
---------------------- Sep. 30, (Inception) to
Sep. 30, Sep. 30, Sep. 30, 2009 September 30,
2010 2009 2010 (Restated) 2010
---------- ---------- ---------- ---------- --------------
REVENUE $ - $ - $ - $ - $ -
---------- ---------- ---------- ---------- --------------
EXPENSES:
Audit Fees - 1,000 5,750 4,500 15,750
Charitable
donation 8,168 - 8,168 - 8,168
General &
administrative 12,127 - 104,139 - 119,638
Organizational
costs - - - - 400
Transfer
agent fees 275 150 2,725 725 3,975
---------- ---------- ---------- ---------- --------------
Total expenses 20,570 1,150 120,782 5,225 147,931
---------- ---------- ---------- ---------- --------------
Net (loss) from
operations (20,570) (1,150) (120,782) (5,225) (147,931)
OTHER INCOME:
Interest earned 341 - 341 - 341
---------- ---------- ---------- ---------- --------------
Total other
income 341 - 341 - 341
---------- ---------- ---------- ---------- --------------
NET (LOSS) $ (20,229) $ (1,150) $(120,441) $ (5,225) $ (147,590)
========== ========== ========== ========== ==============
BASIC LOSS
PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
WEIGHTED AVERAGE
NUMBER OF
COMMON SHARES
OUTSTANDING -
BASIC AND FULLY
DILUTED 47,033,334 1,533,334 25,200,001 1,533,334
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
4
Reshoot Production Company
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
For the nine months ending
September 30, October 31, 2007
---------------------------- (Inception) to
2009 September 30,
2010 (Restated) 2010
------------- ------------- ----------------
OPERATING ACTIVITIES
Net (loss) $ (120,441) $ (5,225) $ (147,590)
Adjustments to reconcile
net loss to net cash
provided (used) by
operating activities:
Stock issued for services 2,000 - 2,000
(Increase) in prepaid
expenses - (1,000) -
Increase (decrease)
in accounts payable 3,957 (775) 5,207
------------- ------------- ----------------
Net cash (used) by
operating activities (114,484) (7,000) (140,383)
FINANCING ACTIVITIES
Issuance of common stock 90,000 - 90,000
Contributed capital 6,676 7,000 32,575
Loan due to related party 27,091 - 27,091
------------- ------------- ----------------
Net cash provided by
financing activities 123,767 7,000 149,666
------------- ------------- ----------------
NET CHANGE IN CASH 9,283 - 9,283
CASH - BEGINNING OF PERIOD - - -
------------- ------------- ----------------
CASH - END OF PERIOD $ 9,283 $ - $ 9,283
============= ============= ================
SUPPLEMENTAL DISCLOSURES:
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
Non-cash transactions $ 2,000 $ - $ 2,000
The accompanying notes are an integral part of these financial statements.
5
Reshoot Production Company
(A Development Stage Company)
Notes to the Interim Condensed Financial Statements
September 30, 2010
(Unaudited)
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying condensed interim unaudited 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 September 30, 2010 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
December 31, 2009 audited financial statements. The results of operations
for the periods ended September 30, 2010 and 2009 are not necessarily
indicative of the operating results for the full year.
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 Production Company
plans to utilize greenhouse technology that manages weather related risks.
NOTE 2 - GOING CONCERN
These condensed interim unaudited financial statements have been prepared in
accordance with generally accepted accounting principles in the United States
of America 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 September 30, 2010, the Company has not recognized
any revenues and has accumulated operating losses of approximately $147,590
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 to 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 condensed interim unaudited financial
statements do not include any adjustments that might arise from this
uncertainty.
6
Reshoot Production Company
(A Development Stage Company)
Notes to the Interim Condensed Financial Statements
September 30, 2010
(Unaudited)
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles 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 revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Recent Accounting Pronouncements
- --------------------------------
Management has evaluated the recently issued accounting pronouncements
through the date of this filing, and believes none will have a material
impact on the Company's financial statements.
NOTE 4 - STOCKHOLDERS' EQUITY
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.
On August 17, 2009, the Company initiated a twelve-for-one (12:1) reverse
stock split of its issued and outstanding common stock. This reverse stock
split had no effect on the authorized number of common shares, nor did it
affect the par value of the stock. The financial statements contained herein
reflect the reverse stock split on a retroactive basis.
On May 17, 2010, the Company's board of directors approved a one-for-one
(1:1) forward stock split. The payout date of this stock was on June 9,
2010, based upon FINRA's approval and announcement of the dividend on the
Over-the-Counter Bulletin Board. The financial statements contained herein
reflect the forward split on a retroactive basis.
Preferred Stock
- ---------------
No shares of the Company's preferred stock have been issued.
7
Reshoot Production Company
(A Development Stage Company)
Notes to the Interim Condensed Financial Statements
September 30, 2010
(Unaudited)
NOTE 4 - STOCKHOLDERS' EQUITY (Continued)
Common Stock
- ------------
On 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 spin
off allowed both companies to focus on their different business plans, with
different management and not compete in accessing funding in capital markets.
The Company filed its initial Registration Statement on Form SB-2 with the
U.S. Securities and Exchange Commission on January 7, 2008. The Registration
Statement was declared effective on January 30, 2008.
On January 30, 2008, the 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 & Edit stock dividend was
based on 9,200,000 shares of Reshoot & Edit common stock that were issued and
outstanding as of the record date. Subsequently, 1,533,334 (post-split)
shares were issued to the shareholders of Reshoot Production Company.
On May 12, 2010, the Company issued 44,500,000 (post-split) unregistered
restricted shares of its Common Stock to three shareholders for cash of
$90,000.
On May 12, 2010, the Company issued 1,000,000 unregistered restricted shares
of its Common Stock to a shareholder as consideration for entering into a
sales agreement.
As of September 30, 2010, the Company had 47,033,334 shares of its Common
Stock issued and outstanding.
8
Reshoot Production Company
(A Development Stage Company)
Notes to the Interim Condensed Financial Statements
September 30, 2010
(Unaudited)
NOTE 5 - CONCENTRATION OF CREDIT RISK
Cash Balances
- -------------
The Company maintains its cash in 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 was temporary and remained 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 6 - RELATED PARTY TRANSACTIONS
During the nine month period ended September 30, 2010, an officer and
director of the Company loaned the Company a total of $37,000 in order to
provide working capital. As of September 30, 2010, a total of $9,909 was
repaid, leaving an outstanding balance due of $27,091. These unsecured
obligations are due on demand and are non-interest bearing. The obligations
are included in the accompanying condensed interim unaudited financial
statements as Due to Related Party.
NOTE 7 - SUBSEQUENT EVENTS
None. The Company has evaluated subsequent events through the date which this
quarterly report was filed.
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 December 31, 2009.
10
Results of Operations
- ---------------------
Overview of Current Operations
- ------------------------------
The Company was organized October 31, 2007 (Date of Inception) under the laws
of the State of Nevada, as Reshoot Production Company The Company was
incorporated as a subsidiary of Reshoot & Edit, a Nevada corporation.
Reshoot Production Company Business Plan
- ----------------------------------------
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.
Management will seek capital to finance protected environment farms
(greenhouses) to grow certified organic produce that will be distributed by
LFC Enterprises.
At this time, the Company owns no farms, the Company plans to contract with
farms will grow produce with the goal of meeting USDA certified organic
standards, with the goal of selling the produce for the same price as non-
organic (conventional) comparables. A percentage of the produce grown may be
transitional organic for several years while the soil is converted to meet
USDA organic standards. Transitional organic produce is grown in a manner
that meets USDA organic standards, on soil that is required to be farmed in
an organic manner for at least three years prior to obtaining full organic
certification.
In August, 2010, the Company launched its Students Produce Program, selling
and donating over 20,000 apples at the Los Angeles City Hall Farmers Market
in less than 4 hours, raising money to benefit homeless students in the LA
area. Reshoot is a donor to School On Wheels, a provider of tutoring and
materials to homeless students since 1993.
The Student Product program will offer supermarkets fresh fruits and
vegetables and will donate 50% of the audited profits to organizations that
meet the needs of homeless students.
11
The Organic Food Industry
- -------------------------
According to the Organic Trade Association, organic food sales have grown at
an estimated 20% annual rate since 1990. The Organic Trade Association
("OTA") is a membership-based business association that focuses on the
organic business community in North America located in Greenfield, MA. A
March 9, 2006 article published by "Reuters Food Summit" (an internet service
of the Reuters Foundation), indicates that a key sign that organic foods are
gaining mainstream acceptance is that Wal-Mart Stores, Inc., is now in the
process of doubling its offering of organic foods in its stores.
According to OTA, the global market for organic food and drink reached $23
billion in 2002. Increasing demand in North America helped fuel the 10.1
percent increase, as North America overtook Europe as the largest market for
organic food and drink. The OTA predicts continued growth for the global
organic food industry, although at slower rates.
Industry Statistics and Projected Growth
- ----------------------------------------
Domestic sales of organic food and beverages have grown from $1 billion in
1990 to an estimated $20 billion in 2010, and are projected to reach nearly
$23 billion in 2011. Organic food sales are anticipated to increase an
average of 18 percent each year from 2007 to 2010. (Source: 2007 OTA
Manufacturer Survey) This representing approximately 2.8 percent of overall
food and beverage sales in 2006, this continues to be a fast growing sector,
growing 20.9 percent in 2006. (Source: 2007 OTA Manufacturer Survey)
According to the National Restaurant Association's 2007 Restaurant Industry
Forecast, chefs ranked organic food as third on a list of the top 20 items
for 2007. Also, more than half of fine-dining operators who serve organic
food anticipated these items would represent a larger portion of sales in
2010. In addition, casual-and family-dining operators expected organic items
to represent a larger proportion of their sales in 2010. (Source: National
Restaurant Association's 2007 Restaurant Industry Forecast).
The Organic and Natural Foods Consumer
- --------------------------------------
Research released in 2008 by The Natural Marketing Institute ("NMI") reveals
that consumers are increasingly incorporating organic into their lifestyles.
Total household penetration across six product categories has risen from 57
percent in 2006 to 59 percent in 2007. The research also showed that the
number of core users has increased from 16 percent in 2006 to 18 percent in
2007. (Source: http://www.nmisolutions.com/, 2008)
12
According to findings published by The Hartman Group in 2008, over two-thirds
(69 percent) of U.S. adult consumers buy organic products at least
occasionally. Furthermore, about 28 percent of organic consumers (about 19
percent of adults) are weekly organic users. Organic categories that
continue to be of high interest to consumers are dairy, fruit and vegetables,
prepared foods, meats, breads and juices, according to the report. (Source:
The Hartman Group, The Many Faces of Organic 2008, Summer 2008.)
Consumers choose to buy organic for a wide variety of reasons. Among the
most commonly cited of these reasons are related to health and the
environment. According to the "Hartman Report on Sustainability:
Understanding the Consumer Perspective," sustainability-minded customers:
o are twice as likely to think it is important that they buy environmentally
friendly products
o are seven times as likely to perceive buying organically grown food
whenever possible as important
o are twice as likely to think that purchases have an impact on society.
(Source: Laurie Demeritt, "Consumer Understanding of Sustainability," in
Organic Processing Magazine, May/June 2008.)
Primary reasons given for buying organic products by participants in The
Hartman Group survey, Organic 2006: Consumer Attitudes & Behavior, Five
Years Later & Into the Future:
o To avoid products that rely on pesticides or other chemicals
o To avoid products that rely on antibiotics or growth hormones
o For nutritional needs
o To support the environment
o To avoid genetically modified products
o Health reasons other than allergies
o They taste better
o To support sustainable agriculture.
(Source: The Hartman Group, Organic 2006: Consumer Attitudes & Behavior,
Five Years Later & Into the Future.)
Research conducted by the Natural Marketing Institute ("NMI") found that the
top three reasons prompting consumers to begin using organic products are:
o These products are better for them and their families
o They promote overall health, and
o They enable consumers to avoid additives, pesticides, and toxins.
Additional NMI studies found that twenty-eight percent of "general population
consumers" indicate that they would like to purchase organic foods at
restaurants. This number jumps to 76 percent among consumers that are most
dedicated to organic. (Source: Maryellen Molyneaux "Consumer Pathways and
Barriers to Usage for Organic Products," in Organic Processing Magazine,
Jan/Feb 2008.
13
Competition
- -----------
As the Company develops its business plan to grow organic vegetables, it will
face competition from many other businesses who sell similar products. The
organic vegetable 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 Reshoot
Production Co. The organic consumer market for vegetables 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.
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.
Reshoot Production Company's Funding Requirements
- -------------------------------------------------
We do not have sufficient capital to build greenhouses. Management
anticipates the Company will require at least $2,000,000 to build the
greenhouses it needs. There is no assurance that we will have revenue in the
future or that we will be able to secure the necessary funding to develop our
business. Without additional funding, it is most likely that our business
model will fail, and we shall be forced to cease operations.
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.
Results of Operations for the quarter ended September 30, 2010
- --------------------------------------------------------------
During the nine month period ended September 30, 2010, the Company did not
generate any revenues. In addition, the Company does not expect to generate
any profit for the next year.
14
In its most recent nine month operating period ended September 30, 2010, the
Company generated no revenues. During the nine months ended September 30,
2010, the Company had expenses of $120,782 as compared to expenses of $5,225
for the same period last year. The expenses increased over the previous year
as the Company became more active in its operations. These expenses
represented audit fees of $5,750, a charitable donation of $8,168 general
and administrative expenses of $104,139 and transfer agent fees of $2,725.
General and administrative expenses include travel expenses and paying
consultant to identify farm properties where the Company can grow organic
vegetables. Since the Company's inception, on October 31, 2007, the
Company experienced a net loss of $(147,590).
Revenues
- --------
The Company has generated no revenues since its inception. As of
September 30, 2010, the Company had an accumulated deficit of $(147,590).
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. Management has agreed to keep the
Company funded at its own expense, without seeking reimbursement for expenses
paid. In the event the Company requires additional funds, the Company will
have to seek loans or equity placements to cover such cash needs. There are no
assurances additional capital will be available to the Company on acceptable
terms.
Funding Requirements
- --------------------
Reshoot Production Company does not have the required capital or funding to
execute its business plan. Reshoot Production Company will require at least
$2,000,000 to build the greenhouses its needs to produce organic cucumbers,
tomatoes, and peppers. Management has been seeking funding, but has been
unable to raise the necessary capital in this economic climate.
15
Future funding could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or
amortization expenses related to goodwill and other intangible assets, which
could materially adversely affect the Company's business, results of
operations and financial condition. Any future acquisitions of other
businesses, technologies, services or product(s) might require the Company to
obtain additional equity or debt financing, which might not be available on
terms favorable to the Company, or at all, and such financing, if available,
might be dilutive.
Going Concern
- -------------
Our independent auditors included an explanatory paragraph in their report on
the accompanying financial statements regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional
note disclosures describing the circumstances that lead to this disclosure by
our independent auditors.
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.
- -------------------------------------------------------------
If we are able to obtain funding, we anticipate the purchase of greenhouses,
to grow organic cucumbers, tomatoes, and peppers.
Significant changes in the number of employees.
- -----------------------------------------------
As of September 30, 2010, we did not have any employees. We are dependent upon
our officers and directors for our future business development. As our
operations expand we anticipate the need to hire additional employees,
consultants and professionals; however, the exact number is not quantifiable
at this time.
Liquidity and Capital Resources
- -------------------------------
The Company has $9,283 in current assets and $30,141 in current liabilities.
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 November 22, 2010, the Company has 47,033,334 shares of common stock
issued and outstanding.
16
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.
During the nine month period ended September 30, 2010, an officer and
director of the Company loaned the Company a total of $37,000 in order to
provide working capital. As of September 30, 2010, a total of $9,909 was
repaid, leaving an outstanding balance due of $27,091. These unsecured
obligations are due on demand and are non-interest bearing.
As a result of our the Company's current limited available cash, no officer or
director received compensation through the six months ended September 30, 2010.
No officer or director received stock options or other non-cash compensation
since the Company's inception through September 30, 2010. The Company has no
employment agreements in place with its officers. Nor does the Company owe its
officers any accrued compensation, as the Officers agreed to work for company
at no cost, until the company can become profitable on a consistent Quarter-to-
Quarter basis.
Off-Balance Sheet Arrangements
- ------------------------------
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results or operations, liquidity,
capital expenditures or capital resources that is material to investors.
Critical Accounting Policies and Estimates
- ------------------------------------------
Revenue Recognition: We recognize revenue from product sales once all of the
following criteria for revenue recognition have been met: pervasive evidence
that an agreement exists; the services have been rendered; the fee is fixed
and determinable and not subject to refund or adjustment; and collection of
the amount due is reasonable assured.
New Accounting Standards
- ------------------------
Management has evaluated the recently issued accounting pronouncements
through the date of this filing, and believes none will have a material
impact on the Company's financial statements.
17
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 4T. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
- ------------------------------------------------
Item 4T. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
- ------------------------------------------------
Our disclosure controls and procedures, as defined in Rule 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are designed to ensure that information required to be
disclosed in reports filed or submitted under the Exchange Act is recorded,
processed, summarized, and reported within the time periods specified in
rules and forms adopted by the SEC, and that such information is accumulated
and communicated to management, including the Chief Executive Officer and
the Chief Financial Officer, to allow timely decisions regarding required
disclosures.
Management, with the participation of the Chief Executive Officer and the
Chief Financial Officer, have evaluated the effectiveness of our disclosure
controls and procedures as of the end of the period covered by this report.
Based on such evaluation, the Chief Executive Officer and the Chief Financial
Officer concluded that, our disclosure controls and procedures were not
effective. Our disclosure controls and procedures were not effective because
of the "material weaknesses" described below under "Management's report on
internal control over financial reporting," which are in the process of being
remediated as described below under "Management Plan to Remediate Material
Weaknesses."
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, as defined in rules promulgated under the Exchange Act, is a
process designed by, or under the supervision of, our Chief Executive Officer
and Chief Financial Officer and affected by our 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 GAAP. Internal control
over financial reporting includes those policies and procedures that:
o pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of our assets;
18
o provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with GAAP, and that
our receipts and expenditures are being made only in accordance with
authorizations of our management and our Board of Directors; and
o provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have
a material effect on our financial statements
Because of its inherent limitations, a system of internal control over
financial reporting can provide only reasonable, not absolute, assurance
that the objectives of the control system are met and may not prevent or
detect misstatements. Internal control over financial reporting is a process
that involves human diligence and compliance and is subject to lapses in
judgment and breakdowns resulting from human failures. Internal control
over financial reporting also can be circumvented by collusion or improper
override. Because of such limitations, 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, and it is possible to
design into the process safeguards to reduce, though not eliminate, this
risk. Further, over time control may become inadequate because of changes in
conditions or the degree of compliance with the policies or procedures may
deteriorate.
Our management assessed the effectiveness of our internal control over
financial reporting as of December 31, 2009. In making its assessment,
management used the criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO"). Based on its assessment, management has
concluded that we had certain control deficiencies described below that
constituted material weaknesses in our internal controls over financial
reporting. As a result, our internal control over financial reporting was
not effective as of December 31, 2009.
A "material weakness" is defined under SEC rules as a deficiency, or a
combination of deficiencies, in internal control over financial reporting
such that there is a reasonable possibility that a material misstatement of
a company's annual or interim financial statements will not be prevented or
detected on a timely basis by the company's internal controls. As a result
of management's review of the investigation issues and results, and other
internal reviews and evaluations that were completed after the end of
quarter related to the preparation of management's report on internal
controls over financial reporting required for this quarterly report on
Form 10-Q, management concluded that we had material weaknesses in our
control environment and financial reporting process consisting of the
following:
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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;
3) insufficient written policies and procedures for accounting and financial
reporting with respect to the requirements and application of US GAAP and
SEC disclosure requirements; and
4) ineffective controls over period end financial disclosure and reporting
processes.
We do not believe the material weaknesses described above caused any
meaningful or significant misreporting of our financial condition and results
of operations for the fiscal year ended December 31, 2009. 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.
Management Plan to Remediate Material Weaknesses
- ------------------------------------------------
Management is pursuing the implementation of corrective measures to address
the material weaknesses described below. 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.
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.
We believe the remediation measures described above will remediate the
material weaknesses we have identified and strengthen our internal control
over financial reporting. We are committed to continuing to improve our
internal control processes and will continue to diligently and vigorously
review our financial reporting controls and procedures. As we continue to
evaluate and work to improve our internal control over financial reporting,
we may determine to take additional measures to address control deficiencies
or determine to modify, or in appropriate circumstances not to complete,
certain of the remediation measures described above.
20
Changes in Internal Control over Financial Reporting
- ----------------------------------------------------
There were no changes in our internal control over financial reporting (as
such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act)
during the most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
This amended quarterly 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 quarterly report.
(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.
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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 December 31, 2009 and the discussion in
Item 1, above, under " Liquidity and Capital Resources."
Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds
During the Quarter ending September 30, 2010, no unregistered sales of
equity securities took place.
Item 3 -- Defaults Upon Senior Securities
None.
Item 4 -- Submission of Matters to a Vote of Security Holders
None.
Item 5 -- Other Information
Reshoot Production Company is in the process of spinning-off its wholly-owned
subsidiary, JA Energy, which will result in the Reshoot Production Company
shareholders, owning a direct interest in the subsidiary that is
proportionate to their ownership in Reshoot Production Company.
The Reshoot Production directors decided it was in the best interest of
Reshoot Production Company and JA Energy to spin-off this subsidiary 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. JA Energy filed a Registration Statement with the U. S.
Securities and Exchange Commission on Form S-1. The spin off will not take
place until this Registration Statement is declared effective.
22
Item 6 -- Exhibits
Filed Period Filing
Exhibit Exhibit Description herewith Form ending Exhibit date
- -------------------------------------------------------------------------------
3.1 Articles of Incorporation, SB-2 3.1 01/07/2008
as currently in effect
- -------------------------------------------------------------------------------
3.2 Bylaws SB-2 3.2 01/07/2008
as currently in effect
- -------------------------------------------------------------------------------
10.1 Option Purchase Agreement SB-2 10.1 01/07/2008
dated Dec. 17, 2007 between
Reshoot Production Company and
Braverman Productions, Inc.
- -------------------------------------------------------------------------------
10.2 Sales Agreement by and among 8-K 10.2 05/14/2010
Six L's Packing Company, Inc.,
Custom -Pak, Inc. and Reshoot
Production Company, dated
May 12, 2010.
- -------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------
23
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 Production Company
--------------------------
Registrant
Date: November 22, 2010 By: /s/ Marc Schechtman
----------------- -----------------------------------
Marc Schechtman
Title: Director of Planning
24