As filed with the Securities and Exchange Commission on Oct. 3, 2006
Registration No. 333-_________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM SB-2
Registration Statement
Under the Securities Act of 1934
-------------------------------------------------------
RESHOOT & EDIT
----------------------------------------------
(Name of small business issuer in its charter)
NEVADA 8999 20-5449905
- ------------------------------- ----------------- ------------------
(State or other Jurisdiction of (Primary Standard I.R.S. Employer
Incorporation or Organization) Industrial Identification No.)
Classification
Number
10685 Oak Crest Avenue, Las Vegas, Nevada 89144
---------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Dana Washington
10685 Oak Crest Avenue
Las Vegas, Nevada 89144
(702) 610-6523
---------------------------------------------------------
(Name, address and telephone number of agent for service)
Copies to:
Thomas C. Cook, Esq.
Law Offices of Thomas C. Cook
2921 N. Tenaya Way, Suite 234
Las Vegas, NV 89128
Phone: (702) 952-8520
Fax: (702) 952-8521
Approximate date of proposed commencement of sale to the public: As soon as
practicable after the Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box: [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- -------------------------------------------------------------------------------
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
Calculation of Registration Fee
========================================================================
TITLE OF EACH PROPOSED
CLASS OF PROPOSED MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED RESISTERED SHARE(1) PRICE(1) FEE
Common stock
$0.001 par value 1,200,000 (1) $0.01 (2) $ 12,000 $ 1.28
Common stock
$0.001 par value 800,000 (3) $0.01 (4) 8,000 $ 0.86
----------------------------------------------------
TOTAL 2,000,000 N/A $ 20,000 $ 2.14
=======================================================================
(1) Represents common shares currently outstanding to be sold by the selling
security holders.
(2) There is no current market for the securities and the price at which the
shares held by the selling security holders will be sold is unknown.
Although the registrant's common stock has a par value of $0.001, the
registrant believes that the calculations offered pursuant to Rule 457(f)(2)
are not applicable and, as such, the registrant has valued the common stock,
in good faith and for purposes of the registration fee, based on $0.01 per
share. In the event of a stock split, stock dividend or similar transaction
involving our common stock, the number of shares registered shall
automatically be increased to cover the additional shares of common stock
issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.
(3) Represents shares being offered directly to the public by us.
(4) There is no current market for the securities and the price at which the
shares being offered directly to the public by us is estimated solely for the
purpose of calculating the registration fee pursuant to Rule 457(c) under the
Securities Act of 1933. In the event of a stock split, stock dividend or
similar transaction involving our common stock, the number of shares
registered shall automatically be increased to cover the additional shares
of common stock issuable pursuant to Rule 416 under the Securities Act of 1933,
as amended.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
2
- ------------------------------------------------------------------------------
THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THE SELLING
STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES
AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE
THE OFFER OR SALE IS NOT PERMITTED.
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED ________, 2006
Reshoot & Edit
800,000 shares of common stock to be offered and issued directly by the
Company
1,200,000 shares of common stock held by stockholders
We are a development stage company and have not generated any revenue to
date. Reshoot & Edit ("the Company") is focused on becoming a depository of
television and movie scripts for resale. The prospectus relates to the sale
by us of up to 800,000 shares of common stock and to the resale by certain
selling security holders of the Company of up to 1,200,000 shares of common
stock. Upon the effectiveness of this prospectus: (a) we may offer to sell
shares of our common stock being offered in this prospectus at a purchase
price of $0.01 per share; and (b) the Selling Shareholders may sell the
shares as detailed in the section entitled "Plan of Distribution."
We expect to receive up to $8,000 in gross proceeds from the sale of shares
of our common stock by us in the offering. We will not receive any of the
proceeds from the sale of the shares by the selling stockholders.
Each of the selling stockholders may be deemed to be an "underwriter," as
such term is defined in the Securities Act of 1933.
There has been no market for our securities and a public market may not
develop, or, if any market does develop, it may not be sustained. As of
September 29, 2006, we have 8,400,000 common shares issued and outstanding.
Our common stock is not traded on any exchange or in the over-the-counter
market. After we close our 800,000 share offering, we expect to have an
application filed with the National Association of Securities Dealers, Inc.
for our common stock to eligible for trading on the OTC Bulletin Board.
The purchase of the securities offered through this prospectus involves a
high degree of risk. See "Risk Factors" beginning on page 6.
The shares are intended to be sold directly through the efforts of Dana
Washington, our sole officer and director of Reshoot & Edit. The offering is
being conducted on a self-underwritten, best effort, all-or-none basis, which
means our officer/director will attempt to sell the shares. The intended
methods of communication include, without limitation, telephone and personal
contact.
The proceeds from the sale of the shares in this offering will be payable to
Thomas C. Cook Client Trust Account fbo Reshoot & Edit. All subscription
funds will be held in the Trust Account.
If all the shares are not sold and the total offering amount is not deposited
by the expiration date of the offering, the funds will be promptly returned
to the investors, without interest or deduction. The shares will be offered
at a price of $0.01 per share for a period of ninety (90) days from the
effective date of this prospectus, unless extended by our board of directors
for an additional 90 days. The offering will end on _______, 200_ (date to
be inserted in a subsequent amendment). For more information, see the
section titled "Plan of Distribution" herein.
Prior to this offering, there has been no public market for Reshoot & Edit's
common stock.
Reshoot & Edit plans to purchase and resale movie/television scripts and
currently has no operations. Any investment in the shares offered herein
involves a high degree of risk. You should only purchase shares if you can
afford a loss of your investment. Our independent auditor has issued an
audit opinion for Reshoot & Edit which includes a statement expressing
substantial doubt as to our ability to continue as a going concern.
We may amend or supplement this prospectus from time to time by filing
amendments or supplements as required. You should read the entire prospectus
and any amendments or supplements carefully before you make your investment
decision.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this prospectus is ___________, 2006.
3
TABLE OF CONTENTS
-----------------
PAGE
----
Part I
PRESPECTUS SUMMARY...................................................... 5
SUMMARY FINANCIAL INFORMATION........................................... 7
RISK FACTORS............................................................ 7
RISK FACTORS RELATING TO OUR COMPANY.................................... 8
RISK FACTORS RELATING TO OUR COMMON SHARES..............................11
CAPITALIZATION .........................................................15
FORWARD-LOOKING STATEMENTS..............................................16
THE OFFERING ...........................................................16
USE OF PROCEEDS.........................................................17
DETERMINATIN OF THE OFFERING PRICE......................................17
DILUTION................................................................18
DESCRIPTION OF BUSINESS.................................................19
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...............23
LEGAL PROCEEDINGS.......................................................24
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS............25
SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT...........27
CERTAIN RELATINSHIPS AND RELATED TRANSACTIONS...........................28
SELLING SECURITY HOLDERS................................................29
PLAN OF DISTRIBUTION....................................................31
DIVIDEND POLICY.........................................................36
SHARE CAPITAL ..........................................................36
LEGAL MATTERS...........................................................37
EXPERTS.................................................................38
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES..........................38
WHERE YOU CAN FIND MORE INFORMATION.....................................39
FINANCIAL STATEMENTS....................................................40
Part II
INDEMNIFICATION OF DIRECTORS AND OFFICERS.............................II-1
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION...........................II-2
RECENT SALES OF UNREGISTERED SECURITIES...............................II-2
EXHIBITS..............................................................II-3
UNDERTAKINGS..........................................................II-3
POWER OF ATTORNEY.....................................................II-5
SIGNATURES............................................................II-6
4
Prospectus Summary
------------------
The following summary highlights selected information contained in this
prospectus. Before making an investment decision, you should read the entire
prospectus carefully, including the "Risk Factors" section, the financial
statements and the notes to the financial statements.
Corporate Background
Reshoot & Edit was incorporated on August 23, 2006. Reshoot & Edit is
focused on becoming a depository of television and movie scripts for resale.
We have not generated any revenue to date and are a development stage
company. We currently have no employees other than one officer who also
serves on our board.
Our offices are currently located at 10685 Oak Crest Avenue, Las Vegas,
Nevada 89144. Our telephone number is (702) 610-6523.
The Offering
------------
Shares being offered; The sale by us to the public of up to 800,000 shares
Offering Price of common stock at $0.01 per share, and the resale by
certain selling security holders of the Company of up
to 1,200,000 common shares at $0.01, per share, which
shares were issued in August of 2006 in reliance upon
an exemption from registration under Section 4(2) of
the Securities Act and/or Rule 506 of Regulation D
promulgated thereunder as a transaction not involving
a public offering.
Offering Period The offering will commence when the Securities and
Exchange Commission declares this prospectus
effective. The offering will terminate upon the
earlier of the sale of all the shares of common stock
being offered or 90 business days after the date
hereof, unless extended by our board of directors
for an additional 90 days. In the event we do not
sell all of the shares before the expiration date of
the offering, all funds raised will be promptly
returned to the investors, without interest or
deduction.
Number of shares 8,400,000
outstanding before
the offering
Number of shares 9,200,000
outstanding after
the offering.
5
Currently, our sole officer and director, being our
President, beneficially own 4.8% of our issued and
outstanding shares. A majority shareholder
beneficially owns 81% of our issued and outstanding
shares and will exercise control over matters
requiring stockholder approval and will be able to
elect all of our directors . Such control, which may
have the effect of delaying, deferring or preventing
a change of control, is likely to continue for the
foreseeable future and significantly diminishes
control and influence which future stockholders may
have in the Company.
Market for the common There is no public market for our common shares. We
shares intend to have a market maker file an application on
our behalf with the NASD to have our common stock
quoted on the OTC Bulletin Board, upon the close of
this offering. There is no assurance that a trading
market will develop, or, if developed, that it will be
sustained. Consequently, a purchaser of our common
stock may find it difficult to resell the securities
offered herein should the purchaser desire to do so
when eligible for public resale.
Use of proceeds If we are successful at selling all the shares being
offered by our Company, our gross proceeds from such
offering will be $8,000. We intend to use these
proceeds to meet the legal and auditing expenses to
keep the company fully reporting with the SEC for the
next twelve months. We will not receive any
proceeds from the sale of shares by the selling
stockholders.
Dividend policy We currently intend to retain any future earning to
fund the development and growth of our business.
Therefore, we do not anticipate pay cash dividends.
See "Dividend Policy."
OTC/BB symbol Not applicable
6
Summary Financial Information
-----------------------------
For The Period
August 23, 2006
(Inception) to
August 31, 2006
---------------
Statement of Operations Data:
Revenues $ -
Net Loss $ 400
Net Loss Per Common Share - Basic and Diluted $ (0.00)
Weighted Average Common Shares Outstanding - 8,400,000
Basic and Diluted
Balance sheet data:
August 31, 2006
---------------
Working Capital $ 8,000
Total Assets $ 8,000
Stockholders' Equity $ 8,000
Risk Factors
------------
All parties and individuals reviewing this Form SB-2 and considering us as an
investment should be aware of the financial risk involved. When deciding
whether to invest or not, careful review of the risk factors set forth herein
and consideration of forward-looking statements contained in this
registration statement should be adhered to. Prospective investors should be
aware of the difficulties encountered as we face all the risks including
competition, and the need for additional working capital. If any of the
following risks actually occur, our business, financial condition, results of
operations and prospects for growth would likely suffer. As a result, you
could lose all or part of your investment.
You should read the following risk factors carefully before purchasing our
common stock.
7
Risk Factors Relating to Our Company
------------------------------------
1. Since we are a development stage company, we have generated no revenues
and lack an operating history, an investment in the shares offered herein is
highly risky and could result in a complete loss of your investment if we are
unsuccessful in our business plan.
Our company was incorporated on August 23, 2006; we have not yet commenced
our business operations; and we have not yet realized any revenues. We have
no operating history upon which an evaluation of our future prospects can be
made. Based upon current plans, we expect to incur operating losses in
future periods as we incur significant expenses associated with the initial
startup of our business. Further, there are no assurances that we will be
successful in realizing revenues or in achieving or sustaining positive cash
flow at any time in the future. Any such failure could result in the
possible closure of our business or force us to seek additional capital
through loans or additional sales of our equity securities to continue
business operations, which would dilute the value of any shares you purchase
in this offering.
2. If our business plan is not successful, we may not be able to continue
operations as a going concern and our stockholders may lose their entire
investment in us.
As discussed in the Notes to Financial Statements included in this
registration statement, at August 31, 2006 we had working capital of
approximately $8,000 and stockholders' equity of approximately $8,000. In
addition, we had a net loss of approximately $400 for the period August 23,
2006 (inception) to August 31, 2006.
These factors raise substantial doubt that we will be able to continue
operations as a going concern, and our independent auditors included an
explanatory paragraph regarding this uncertainty in their report on our
financial statements for the period August 23, 2006 (inception) to August 31,
2006. Our ability to continue as a going concern is dependent upon our
generating cash flow sufficient to fund operations and reducing operating
expenses. Our business plans may not be successful in addressing these
issues. If we cannot continue as a going concern, our stockholders may lose
their entire investment in us.
3. We expect losses in the future because we have no revenue.
We have not generated any revenues , we are expect losses over the next
twelve (12) months since we have no revenues to offset the expenses
associated in executing our business plan. We cannot guarantee that we will
ever be successful in generating revenues in the future. We recognize that
if we are unable to generate revenues, we will not be able to earn profits or
continue operations as a going concern. There is no history upon which to
base any assumption as to the likelihood that we will prove successful, and
we can provide investors with no assurance that we will generate any
operating revenues or ever achieve profitable operations.
8
4. Since our officer works or consults for other companies, her other
activities could slow down our operations.
Dana Washington, our sole officer, does not work for us exclusively and does
not devote all of her time to our operations. Therefore, it is possible that
a conflict of interest with regard to her time may arise based on her
employment in other activities. Her other activities will prevent her from
devoting full-time to our operations which could slow our operations and may
reduce our financial results because of the slow down in operations.
Dana Washington, the President and Director of the company, currently devotes
approximately 5-10 hours per week to company matters. The responsibility of
developing the company's business, the offering and selling of the shares
through this prospectus and fulfilling the reporting requirements of a public
company all fall upon Ms. Washington. She has no prior experience serving as
a principal accounting officer or principal financial officer in a public
company. We have not formulated a plan to resolve any possible conflict of
interest with her other business activities. Ms. Washington intends to limit
her role in her other business activities and devote more of her time to
Reshoot & Edit after we attain a sufficient level of revenue and are able to
provide sufficient officers' salaries per our business plan. In the event
she is unable to fulfill any aspect of her duties to the company we may
experience a shortfall or complete lack of sales resulting in little or no
profits and eventual closure of the business.
5. Our sole officer, Dana Washington, has no experience in operating a fully
reporting company, and has no experience in purchasing television/movie
screenplays.
Our sole executive officer has no experience in operating a fully reporting
company, and has no experience in purchasing television/movie screenplays.
Due to her lack of experience, our executive officer may make wrong decisions
and choices regarding selection of scripts to purchase on behalf of the
Company. Consequently, our Company may suffer irreparable harm due to
management's lack of experience in this industry. As a result we may have to
suspend or cease operations which will result in the loss of your investment.
9
6. If we are unable to obtain additional funding, our business operations
will be harmed. Even if we do obtain additional financing our then existing
shareholders may suffer substantial dilution.
We will require additional funds to obtain the resources to purchase or obtain
options to purchase television and movie scripts, develop and implement a
marketing and sales program and address all necessary infrastructure
concerns. We anticipate that we will require up to approximately $200,000 to
fund our continued operations. Such funds may come from the sale of equity
and/or debt securities and/or loans. It is possible that additional capital
will be required to effectively support the operations and to otherwise
implement our overall business strategy. The inability to raise the required
capital will restrict our ability to grow and may reduce our ability to
continue to conduct business operations. If we are unable to obtain
necessary financing, we will likely be required to curtail our development
plans which could cause the company to become dormant. Any additional equity
financing may involve substantial dilution to our then existing shareholders.
7. We may not be able to raise sufficient capital or generate adequate
revenue to meet our obligations and fund our operating expenses.
Failure to raise adequate capital and generate adequate sales revenues to
meet our obligations and develop and sustain our operations could result in
reducing or ceasing our operations. Additionally, even if we do raise
sufficient capital and generate revenues to support our operating expenses,
there can be no assurances that the revenue will be sufficient to enable us
to develop business to a level where it will generate profits and cash flows
from operations. These matters raise substantial doubt about our ability to
continue as a going concern. Our independent auditors currently included an
explanatory paragraph in their report on our financial statements regarding
concerns about our ability to continue as a going concern.
8. We may not be able to compete with movie producers and script agents, some
of whom have greater resources and experience than we do.
The purchase of movie and television scripts is highly competitive, and
subject to rapid change. We do not have the resources to compete with movie
producers and script agents. With the minimal resources we have available,
the selection of scripts we could purchase or obtain an option to purchase
becomes very limited. Competition by existing and future competitors could
result in our inability to secure any movie or television scripts that are
marketable for resale. This competition from other entities with greater
resources and reputations may result in our failure to maintain or expand our
business as we may never be able to successfully execute our business plan.
Further, Reshoot & Edit cannot be assured that it will be able to compete
successfully against present or future competitors or that the competitive
pressure it may face will not force it to cease operations.
10
9. Our principal stockholders, officers and directors own a controlling
interest in our voting stock and investors will not have any voice in our
management, which could result in decisions adverse to our general
shareholders.
Our officer and our principal stockholder, in the aggregate, beneficially own
approximately or have the right to vote approximately 86% of our outstanding
common stock. As a result, these two stockholders, acting together, will
have the ability to control substantially all matters submitted to our
stockholders for approval including:
a) election of our board of directors;
b) removal of any of our directors;
c) amendment of our Articles of Incorporation or bylaws; and
d) adoption of measures that could delay or prevent a change in control or
impede a merger, takeover or other business combination involving us.
As a result of their ownership and positions, these two individuals have the
ability to influence all matters requiring shareholder approval, including
the election of directors and approval of significant corporate transactions.
In addition, the future prospect of sales of significant amounts of shares
held by our director and executive officer could affect the market price of
our common stock if the marketplace does not orderly adjust to the increase
in shares in the market and the value of your investment in the company may
decrease. Management's stock ownership may discourage a potential acquirer
from making a tender offer or otherwise attempting to obtain control of us,
which in turn could reduce our stock price or prevent our stockholders from
realizing a premium over our stock price.
Risks Relating To Our Common Shares
-----------------------------------
10. We may, in the future, issue additional common shares, which would reduce
investors' percent of ownership and may dilute our share value.
Our Articles of Incorporation authorize the issuance of 70,000,000 shares of
common stock and 5,000,000 preferred shares. The future issuance of common
stock may result in substantial dilution in the percentage of our common
stock held by our then existing shareholders. We may value any common stock
issued in the future on an arbitrary basis. The issuance of common stock for
future services or acquisitions or other corporate actions may have the
effect of diluting the value of the shares held by our investors, and might
have an adverse effect on any trading market for our common stock.
11
11. Our common shares are subject to the "Penny Stock" Rules of the SEC and
the trading market in our securities is limited, which makes transactions in
our stock cumbersome and may reduce the value of an investment in our stock.
The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes relevant to
us, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to
certain exceptions.
For any transaction involving a penny stock, unless exempt, the rules
require: (a) that a broker or dealer approve a person's account for
transactions in penny stocks; and (b) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity
and quantity of the penny stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the
broker or dealer must: (a) obtain financial information and investment
experience objectives of the person; and (b) make a reasonable determination
that the transactions in penny stocks are suitable for that person and the
person has sufficient knowledge and experience in financial matters to be
capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prescribed by the Commission relating to the
penny stock market, which, in highlight form: (a) sets forth the basis on
which the broker or dealer made the suitability determination; and (b) that
the broker or dealer received a signed, written agreement from the investor
prior to the transaction. Generally, brokers may be less willing to execute
transactions in securities subject to the "penny stock" rules. This may make
it more difficult for investors to dispose of our Common shares and cause a
decline in the market value of our stock.
Disclosure also has to be made about the risks of investing in penny stocks
in both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies available to an
investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny
stocks.
12
12. There is no current trading market for our securities and if a trading
market does not develop, purchasers of our securities may have difficulty
selling their shares.
There is currently no established public trading market for our securities
and an active trading market in our securities may not develop or, if
developed, may not be sustained. We intend to apply for admission to
quotation of our securities on the NASD OTC Bulletin Board after this
prospectus is declared effective by the SEC and we close the offering of
800,000 shares. If for any reason our common stock is not quoted on the OTC
Bulletin Board or a public trading market does not otherwise develop,
purchasers of the shares may have difficulty selling their common stock
should they desire to do so. As of the date of this filing, there have been
no discussions or understandings between Reshoot & Edit or anyone acting on
our behalf with any market maker regarding participation in a future trading
market for our securities. If no market is ever developed for our common
stock, it will be difficult for you to sell any shares you purchase in this
offering. In such a case, you may find that you are unable to achieve any
benefit from your investment or liquidate your shares without considerable
delay, if at all. In addition, if we fail to have our common stock quoted on
a public trading market, your common stock will not have a quantifiable value
and it may be difficult, if not impossible, to ever resell your shares,
resulting in an inability to realize any value from your investment.
13. State securities laws may limit secondary trading, which may restrict the
states in which and conditions under which you can sell the shares offered by
this prospectus.
Secondary trading in common stock sold in this offering will not be possible
in any state until the common stock is qualified for sale under the
applicable securities laws of the state or there is confirmation that an
exemption, such as listing in certain recognized securities manuals, is
available for secondary trading in the state. We do plan to register our
posteffective amendment by coordination with the Securities Division of the
State of Nevada, pursuant to NRS Section 90.480. If we fail to register or
qualify, or to obtain or verify an exemption for the secondary trading of,
the common stock in any particular state, the common stock could not be
offered or sold to, or purchased by, a resident of that state. In the event
that a significant number of states refuse to permit secondary trading in our
common stock, the liquidity for the common stock could be significantly
impacted thus causing you to realize a loss on your investment.
14. Because we do not intend to pay any cash dividends on our common stock,
our stockholders will not be able to receive a return on their shares unless
they sell them.
We intend to retain any future earnings to finance the development and
expansion of our business. We do not anticipate paying any cash dividends on
our common stock in the foreseeable future. Unless we pay dividends, our
stockholders will not be able to receive a return on their shares unless they
sell them. There is no assurance that stockholders will be able to sell
shares when desired.
13
15. We may issue shares of preferred stock in the future that may adversely
impact your rights as holders of our common stock.
Our articles of incorporation authorize us to issue up to 5,000,000 shares of
"blank check" preferred stock. Accordingly, our board of directors will have
the authority to fix and determine the relative rights and preferences of
preferred shares, as well as the authority to issue such shares, without
further stockholder approval. As a result, our board of directors could
authorize the issuance of a series of preferred stock that would grant to
holders preferred rights to our assets upon liquidation, the right to receive
dividends before dividends are declared to holders of our common stock, and
the right to the redemption of such preferred shares, together with a
premium, prior to the redemption of the common stock. To the extent that we
do issue such additional shares of preferred stock, your rights as holders of
common stock could be impaired thereby, including, without limitation,
dilution of your ownership interests in us. In addition, shares of preferred
stock could be issued with terms calculated to delay or prevent a change in
control or make removal of management more difficult, which may not be in
your interest as holders of common stock.
16. Reshoot & Edit is selling shares offered in this prospectus without an
underwriter and may not be able to sell any of the shares offered herein.
The common shares are being offered on Reshoot & Edit's behalf by Dana
Washington, Reshoot & Edit's sole officer and director. No broker-dealer has
been retained as an underwriter and no broker-dealer is under any obligation
to purchase any common shares. There are no firm commitments to purchase any
of the shares in this offering. Consequently, there is no guarantee that
Reshoot & Edit's is capable of selling all, or any, of the common shares
offered hereby.
17. We will incur ongoing costs and expenses for SEC reporting and compliance,
without revenue we may not be able to remain in compliance, making it
difficult for investors to sell their shares, if at all.
Our plan allows for the estimated $4,000 cost of our Registration Statement
to be paid from existing cash on hand, and estimated $7,000 to pay the
ongoing costs of being fully reporting from the proceeds of this offering.
We plan to contact a market maker immediately following the effectiveness of
our Registration Statement and have them file an application on our behalf to
have the shares quoted on the OTC Electronic Bulletin Board. To be eligible
for quotation on the OTCBB, issuers must remain current in their filings with
the SEC. Market Makers are not permitted to begin quotation of a security
whose issuer does not meet this filing requirement. Securities already
quoted on the OTCBB that become delinquent in their required filings will be
removed following a 30 or 60 day grace period if they do not make their
required filing during that time. In order for us to remain in compliance we
will require future revenues to cover the cost of these filings, which could
comprise a substantial portion of our available cash resources. If we are
unable to generate sufficient revenues to remain in compliance it may be
difficult for you to resell any shares you may purchase, if at all.
14
Capitalization
--------------
The following table sets forth, as of August 23, 2006, the capitalization of
the Company on an actual basis, and the capitalization of the Company as
adjusted to give effect to the sale of 800,000 shares of common stock being
offered hereby at the initial public offering price of $0.01 per share and
the application of the estimated net proceeds therefrom as described in "Use
of Net Proceeds". This table should be read in conjunction with the more
detailed financial statements and notes thereto included elsewhere herein.
August 31, 2006
---------------
As
Actual Adjusted
----------- ---------
Liabilities $ - $ -
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, 8,400,000 shares issued and
outstanding as of 8/31/2006 8,400 9,200
Additional paid-in capital - 7,200
Earnings (Deficit) accumulated during
development stage (400) (400)
--------- ---------
Total stockholders equity 8,000 16,000
--------- ---------
Total Capitalization $ 8,000 $ 16,000
========= =========
15
Forward-Looking Statements
--------------------------
This prospectus contains forward-looking statements which relate to future
events or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may", "should", "expects",
"plans", "anticipates", "believes", "estimates", "predicts", "potential" or
"continue" or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
"Risk Factors," that may cause our or our industry's actual results, levels
of activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.
While these forward-looking statements, and any assumptions upon which they
are based, are made in good faith and reflect our current judgment regarding
the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections,
assumptions or other future performance suggested herein. Except as required
by applicable law, including the securities laws of the United States, we do
not intend to update any of the forward-looking statements to conform these
statements to actual results.
The Offering
------------
This prospectus relates to the following:
(a) The resale by certain selling security holders of the Company of up to
1,200,000 share of common stock in connection with the resale of shares of
common stock issued by us in private placements transactions were issued in
reliance upon an exemption from registration under Section 4(2) of the
Securities Act and/or Rule 506 of Regulation D promulgated thereunder as a
transaction not involving a public offering. The selling shareholders
purchased their shares at $0.001 per share. The selling shareholders may
sell their shares of our common stock at a fixed price of $0.01 per share
until shares of our common stock are quoted on the OTC Bulletin Board, and
thereafter at prevailing market prices or privately negotiated prices. There
can be no assurance that we will be able to obtain an OTCBB listing. We will
not receive any proceeds from the resale of common shares by the selling
security holders.
(b) We are also offering for sale to the public up to 800,000 shares of
common stock at $0.01 per share. We will offer the shares directly to the
public through our sole director/officer, without the use of any broker-
dealer. Our sole director/officer will not receive any compensation,
directly or indirectly, in connection with the offer and sale of the shares
under this prospectus.
16
Use of Proceeds
---------------
We will not receive any of the proceeds from the sale of the common shares
being offered for sale by the selling security holders. However, we will
receive up to $8,000 in proceeds from the sale of shares offered by us under
this prospectus. The proceeds we receive shall be used towards keeping the
company fully reporting with the SEC for the next twelve months. These fees
include:
Use of Proceeds
Auditors/bookkeeping fees* $3,500.00
Legal fees* $3,500.00
General working capital* $1,000.00
---------
$8,000.00
*Estimated use of proceeds
We anticipate that we will require up to approximately $200,000 to fund our
continued operations after we becoming fully reporting with the SEC. Such
funds may come from the sale of equity and/or debt securities and/or loans.
It is possible that additional capital will be required to effectively
support the operations and to otherwise implement our overall business
strategy. The inability to raise the required capital will restrict our
ability to grow and may reduce our ability to continue to conduct business
operations. If we are unable to obtain necessary financing, we will likely
be required to curtail our development plans which could cause the company to
become dormant. Any additional equity financing may involve substantial
dilution to our then existing shareholders.
Determination of Offering Price
-------------------------------
The selling shareholders may sell their shares of our common stock at a fixed
price of $0.01 per share until shares of our common stock are quoted on the
OTC Bulletin Board, and thereafter at prevailing market prices or privately
negotiated prices. There can be no assurance that we will be able to obtain
an OTCBB listing. The offering price of $0.01 per share arbitrarily
determined and does not have any relationship to any established criteria of
value, such as book value or earnings per share.
With respect to the sale of up to 800,000 shares of common stock by us, we
arbitrarily determined the price at which such shares would be sold as $0.01
per share. We considered several factors in such determination, including
the following: (a) our ability to raise funds under this offering; (b) our
limited history of operations; (c) prospects for the industry in which we
compete; (d)
17
our existing capital structure; and (e) our ability to raise funds in the
future. The public offering price of the shares does not bear any
relationship to established valuation criteria and is not indicative of
prices that may prevail in the future. You cannot be sure that a public
market for any of our securities will develop and continue or that the
securities will ever trade at a price higher than the offering price in this
offering.
Additionally, because we have no significant operating history and have not
generated any material revenues to date, the price of our common stock is not
based on past earnings, nor is the price of our common stock indicative of
the current market value of the assets owned by us. No valuation or appraisal
has been prepared for our business and potential business expansion. Our
common stock is presently not traded on any market or securities exchange and
we have not applied for listing or quotation on any public market.
DILUTION
--------
"Dilution" represents the difference between the offering price of the shares
of common stock and the net book value per share of common stock immediately
after completion of the offering. "Net book value" is the amount that results
from subtracting total liabilities from total assets. In this offering, the
level of dilution is increased as a result of the relatively low book value
of Reshoot & Edit issued and outstanding stock. This is due in part to
8,400,000 shares of common stock issued at par value $0.001 per share versus
the current offering price of $0.01 per share. Please refer to the section
titled "Certain Transactions", herein, for more information. Reshoot & Edit
net book value on August 31, 2006, was $8,000. Assuming all 800,000 shares
offered are sold, and in effect Reshoot & Edit receives the estimated
proceeds of this offering from shareholders, Reshoot & Edit net book value
will be approximately $0.0017 per share. Therefore, any investor will incur
an immediate and substantial dilution of approximately $0.0082 per share
while the Reshoot & Edit present stockholders will receive an increase of
$0.0008 per share in the net tangible book value of the shares that he holds.
This will result in a 82.61% dilution for purchasers of stock in this
offering.
The following table illustrates the dilution to the purchaser of the common
stock in this offering.
Dilution Table
Net tangible book value per
share at August 31, 2006 $0.001
Net tangible book value after
this Offering $0.0017
Increase per share attributable
to new stockholders $0.0008
Dilution $0.0082
Dilution as percentage of
purchase price 82.61%
18
Description of Business
-----------------------
Summary
Reshoot & Edit (the "Company") was incorporated in the state of Nevada on
August 23, 2006. We have not generated any revenue to date and we are a
development stage company. Reshoot & Edit is focused on becoming a
depository of television and movie scripts for resale. Our goal is to
purchase or obtain options to purchase television and movie scripts, develop
and implement a marketing and sales program to sell these television/movie
scripts and address all necessary infrastructure concerns.
Reshoot & Edit has not significantly commenced its planned principal
operations and has $8,000 in cash assets. Reshoot & Edit's operations to
date have been devoted primarily to startup and development activities, which
include the following:
1. Formation of the Company;
2. Development of the Reshoot & Edit business plan;
3. Obtaining capital through a private placement of Reshoot & Edit's
common stock; and
4. Developing a strategy to identify movie and television scripts for
purchase.
Reshoot & Edit is attempting to become fully operational. In order to
generate revenues, Reshoot & Edit must address the following areas:
1. Identify writers who are willing to sell the Company their movie/
television scripts.
2. Identify writers who are willing to sell an option to purchase their
movie/television scripts.
3. Complete this stock offering and apply for listing on the OTC Bulletin
Board.
4. Raise an additional $200,000 for the needed working capital to purchase
the movie/television scripts.
5. Market and sell its movie/television scripts through agents and
producers.
We do not have sufficient capital to become fully operational. We will
require additional funding to sustain operations. 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.
19
We are a small, start-up company that has not generated any revenues and has
no inventory of any movie/television scripts. Since our inception on August
23, 2006 through August 31, 2006, we did not generate any revenues and have
incurred a cumulative net loss of $400. We raised $8,000 through the sale of
our stock in a private placement offering. We believe that the additional
$8,000 in funds to be received from the sale of our common equity will be
sufficient to finance our efforts and carry us through the next twelve (12)
months. The capital raised has been budgeted to establish our infrastructure
and to become a fully reporting company. There can be no assurance that the
actual expenses incurred will not materially exceed our estimates in
maintaining our fully reporting status. As a result, our independent
auditors have expressed substantial doubt about our ability to continue as a
going concern in the independent auditors' report to the financial statements
included in the registration statement.
Our offices are currently located at 10685 Oak Crest Avenue, Las Vegas,
Nevada 89144. Our telephone number is (702) 610-6523.
Industry Background
- -------------------
A movie/television producer finds or develops scripts, puts them together
with actors and other creative personnel, and sells the resulting "package"
to a movie/television studio. There are literally thousands of full-and
part-time producers, ranging from an individual to major production companies
that may have a dozen or more film and TV projects in production at any given
moment.
An established production company will typically have a director of
development and/or a story editor who reads scripts. In some cases, these
people will read submissions from unknown writers and writers who are not
represented by an agent. In most instances, they refuse to read unsolicited
submissions because: (1) they already have more scripts than they can read;
and (2) they are concerned of being sued by a new writer who may claim that
they read his/her script, made some changes to the script and plagiarized
their intellectual property. Some producers will read a script if the writer
signs a release to protect the producers from plagiarism suits. Most writers
approach the director of development through an agent.
It is not mandatory that a writer have a screenplay agent represent them in
order to sell a screenplay. However, having a screenplay agent may increase
their chances to sell a screenplay. Many producers prefer or mandate that
screenplay submissions come only from screenplay agents because screenplay
agents help their review process by weeding out a large portion of non-
saleable screenplays. Screenplay agents know the in's and out's of the
industry. Experienced agents know who is available, and who does the buying.
The benefits provided by a screenplay agent include:
a) They read and edit screenplays to enhance their marketability
b) They know the players involved: actors, directors, producers, and the buyers
c) They know the trends
d) They are experienced negotiators and may be able to obtain better terms and
royalties
e) Their job is focused on selling screenplays
20
For screenwriters, half the battle is writing a screenplay. The other half
is selling their screenplay. For a new screenwriter, the process of a
selling screenplays can take longer than actually writing the screenplay.
A literary manager offers most of the same services as a screenplay agent,
but they also offer some additional services. In general, a literary manager
helps writers develop and fine tune their writing skills. They also help to
develop and fine tune individual screenplays. A Literary Manager may do all
of the following:
a) Edit scripts and help guide rewrites.
b) Help to develop and fine tune writers writing skills.
c) Find writing jobs for new writers.
Marketing Strategy
- ------------------
Reshoot & Edit is considering marketing its services in the Hollywood Agents
and Managers Directory. This publication is a source book of agents' names,
addresses, and phone numbers. It is published in February and August of each
year. The directory costs about $50 per issue or $80 for a year's
subscription. A majority of known and unknown screenwriters subscribe to
this Directory.
The Hollywood Agents and Managers directory contains detailed listings for
every literary and talent agency that does business in Hollywood. The
publishers of Hollywood Agents and Managers Directory also produce the
Hollywood Creative Directory, which lists producers and studio personnel.
The Writers Guild of America, offers writers a list of agencies that
represent screenwriters.
The mega-agencies like CAA, UTA and Endeavor tend to be less than friendly
to new writers, who have not established themselves.
The success of Reshoot & Edit in purchasing a completed screenplays is
difficult to measure. Screenplay agents generally charge a 10% commission on
any screenplay sale and managers generally charge a 15% commission on the
purchase price of a screenplay. Reshoot & Edit may utilize the services of
agents and managers to help sell a screenplay. The commission paid to these
agents will reduce future company profit.
21
Products and Services
- ---------------------
Reshoot & Edit plans to purchase screenplays through either 1) an outright
purchase of the script or 2) an option to purchase the script. Few
screenwriters sell their screenplays in upper 6 figures. A more realistic
purchase price for new screenwriters will be in the mid-5 figure range.
After a screenwriter sells a screenplay, they gain added credibility and
their saleability increases. It is when a screenwriter sells a screenplay
for the second and third time, they can then expect to sell their screenplays
for higher figures. Reshoot & Edit hopes to identify, find and purchase
screenplays from new writers, who are not known at this time.
If they become successful writers in the future, Reshoot & Edit will have a
greater likelihood of marketing and selling the writers original work(s).
The prices that Reshoot & Edit can sell a screenplay will depend on:
1) available inventory of screenplays owned by Reshoot & Edit
2) the reputation of the writers of the inventoried screenplays
3) the quality and story of the screenplay
4) the producers and actors attached to the film
5) the target audience of the screenplay
6) paying a commission to an agency to help find a buyer
7) timing in finding the right buyer at the right time
COMPETITION
- -----------
Many of the Company's competitors include movie/television producers, agents,
and literary managers. Writers will look to them to sell their scripts
before they would consider selling their script to Reshoot & Edit. These
competing individuals and entities are significantly larger and have
substantially greater financial, industry recognition and other resources
than Reshoot & Edit.
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.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
22
PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS
We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts. We
will assess the need for any copyright, trademark or patent applications on an
ongoing basis as we obtain the rights to purchase television/movie scripts
which are generally have copyrights. If no copyrights exist on the scripts
we plan to acquire, we shall apply for copyrights.
NEED FOR GOVERNMENT APPROVAL FOR OUR SERVICES
We are not required to apply for or have any government approval for our
services.
Employees
We have no full time employees at this time. All functions including
development, strategy, negotiations and clerical work is being provided by
our sole officer on a voluntary basis, without compensation.
Description of Property
We currently maintain our corporate offices at 10685 Oak Crest Avenue, Las
Vegas, Nevada 89144 in space provided to us at no cost by our sole officer.
We believe that this space will be sufficient until we start generating
revenues and need to hire employees.
Management's Discussion and Analysis or Plan of Operation
---------------------------------------------------------
Certain statements contained in this prospectus, including statements
regarding the anticipated development and expansion of our business, our
intent, belief or current expectations, primarily with respect to the future
operating performance of Reshoot & Edit and the services we expect to offer
and other statements contained herein regarding matters that are not
historical facts, are "forward-looking" statements. Future filings with the
Securities and Exchange Commission, future press releases and future oral or
written statements made by us or with our approval, which are not statements
of historical fact, may contain forward-looking statements, because such
statements include risks and uncertainties, actual results may differ
materially from those expressed or implied by such forward-looking
statements.
All forward-looking statements speak only as of the date on which they are
made. We undertake no obligation to update such statements to reflect events
that occur or circumstances that exist after the date on which they are made.
Overview
We are focused on becoming a depository of television and movie scripts for
resale. Our goal is to purchase or obtain options to purchase television and
movie scripts, develop and implement a marketing and sales program to sell
these television/movie scripts.
23
Results of Operations
During the period from August 23, 2006 (inception) through August 31, 2006,
we incurred a net loss of $400. Such loss consisted primarily of corporate
organizational costs of $400.
Revenues
We had no revenues for the period from August 23, 2006 (inception) through
August 31, 2006. We do not anticipate generating any revenues for the next
12 months.
Liquidity and Capital Resources
Our balance sheet as of August 31, 2006 reflects assets of $8,000 and no
liabilities. Cash and cash equivalents from inception to date have been
sufficient to provide the operating capital necessary to operate to date.
Notwithstanding, we anticipate generating losses and therefore we may be
unable to continue operations in the future. We anticipate we will require
additional capital up to approximately $200,000 and we would have to issue
debt or equity or enter into a strategic arrangement with a third party. We
intend to try and raise capital through a private offering after this
registration statement is declared effective and our shares are quoted on the
Over the Counter Bulletin Board. There can be no assurance that additional
capital will be available to us. We currently have no agreements,
arrangements or understandings with any person to obtain funds through bank
loans, lines of credit or any other sources.
Going Concern Consideration
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.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Legal Proceedings
-----------------
There are no pending legal proceedings to which the Company is a party or in
which any director, officer or affiliate of the Company, any owner of record
or beneficially of more than 5% of any class of voting securities of the
Company, or security holder is a party adverse to the Company or has a
material interest adverse to the Company. The Company's property is not the
subject of any pending legal proceedings.
24
Directors, Executive Officers, Promoters and Control Persons
------------------------------------------------------------
Directors and Executive Officers
- --------------------------------
Set forth below are the names, ages and present principal occupations or
employment, and material occupations, positions, offices or employments for
the past five years of our current directors and executive officers.
Name Age Positions and Offices Held
- --------------- --- --------------------------
Dana Washington 31 President, Chief Executive Officer, Chief
Financial Officer, Secretary and Director
The business address of our officer/director is c/o Reshoot & Edit, 10685 Oak
Crest Avenue, Las Vegas, Nevada 89144
Dana Washington - Background
- ----------------------------
Dana Washington has over 9 years of experience in the media industry. In
June 1997, Ms. Washington obtained her Bachelor of Arts Degree in Journalism
at the University of Oregon in Eugene, Oregon. She served as a media and
public relations intern for the Portland Power, an ABL professional women's
basketball team. She then moved to Washington, D.C., where she served as a
public relations intern for Proserv, who authors press releases for sporting
events and clientele.
In 1998, Ms. Washington interned with BET (Black Entertainment Television),
and assisting in the promotion and development of their new restaurants,
utilizing promotional concepts, fashion shows and celebrity guest
appearances. Ms. Washington then worked for the Major League Baseball
Players Association as an office manager, organizing events such as the Big
League Challenge for a national television broadcast.
In 2001 Ms. Washington began work with United Talent Agency of Beverly Hills,
California working in both the motion picture talent and television literary
departments. She assisted in client relations with well-known actors,
directors and writers, coordinating and scheduling meetings. Ms. Washington
then worked as a Writers Assistant to Gary Scott Thompson, Show Creator and
Executive Producer for the television production "Las Vegas."
In 2006, Ms. Washington began work with Future Stars of America as Program
Manager. Dana is in charge of public relations in a program that works with
youth who are in foster care, helping them to transition into adulthood.
25
Family Relationships
- --------------------
We have only one director and executive officer, there are no arrangements or
understandings pursuant to which a director or executive officer was selected
to be a director or executive officer. There are no family relationships
among our director/officer and other shareholders.
Significant Employees
- ---------------------
Our only significant employee is Dana Washington, who provides a significant
contribution to our business. Our director/officer is not a director in any
other reporting companies. Our directors/officer has not been affiliated
with any company that has filed for bankruptcy within the last five years.
The Company is not aware of any proceedings to which any of the Company's
officer/director, or any associate of any such officer or director, is a
party adverse to the Company or any of the Company's subsidiaries or has a
material interest adverse to it or any of its subsidiaries.
The director of the Company serves for a term of one year or until the
successor is elected at the Company's annual shareholders' meeting and is
qualified, subject to removal by the Company's shareholders. Each officer
serves, at the pleasure of the board of directors, for a term of one year and
until the successor is elected at the annual meeting of the board of
directors and is qualified.
Executive Compensation
Dana Washington, our president, chief executive officer, chief financial
officer, secretary and a director, was issued 400,000 shares in August 2006
for cash paid to organize the Company with the Nevada Secretary of State.
We do not have any employment agreements with our officer. We do not
maintain key-woman life insurance for any our executive officer/director. We
do not have any long-term compensation plans or stock option plans.
Involvement in Certain Legal Proceedings
Our sole director, executive officer and control person has not been involved
in any of the following events during the past five years and which is
material to an evaluation of the ability or the integrity of our director or
executive officer:
1. any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor
offences);
26
3. being subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his
involvement in any type of business, securities or banking activities; and
4. being found by a court of competent jurisdiction (in a civil action), the
SEC or the Commodity Futures Trading Commission to have violated a federal
or state securities or commodities law, and the judgment has not been
reversed, suspended, or vacated.
Audit Committee Financial Expert
We do not have an audit committee financial expert nor do we have an audit
committee established at this time.
Auditors; Code of Ethics; Financial Expert
Our principal independent accountant is Moore & Associates, Chartered. We do
not currently have a Code of Ethics applicable to our principal executive,
financial and accounting officer. We do not have an audit committee or
nominating committee. Ms. Washington is the board's financial expert member.
Potential Conflicts of Interest
We are not aware of any current or potential conflicts of interest with any
of our sole officer/director.
Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
The following table lists, as of September 29, 2006, the number of shares of
Common Stock beneficially owned by (i) each person or entity known to our
Company to be the beneficial owner of more than 5% of the outstanding common
stock; (ii) each officer and director of our Company; and (iii) all officers
and directors as a group. Information relating to beneficial ownership of
common stock by our principal shareholders and management is based upon
information furnished by each person using "beneficial ownership" concepts
under the rules of the Securities and Exchange Commission. Under these
rules, a person is deemed to be a beneficial owner of a security if that
person has or shares voting power, which includes the power to vote or direct
the voting of the security, or investment power, which includes the power to
vote or direct the voting of the security. The person is also deemed to be a
beneficial owner of any security of which that person has a right to acquire
beneficial ownership within 60 days. Under the Securities and Exchange
Commission rules, more than one person may be deemed to be a beneficial owner
of the same securities, and a person may be deemed to be a beneficial owner
of securities as to which he or she may not have any pecuniary beneficial
interest. Except as noted below, each person has sole voting and investment
power.
27
The percentages below are calculated based on 8,400,000 shares of our common
stock issued and outstanding. We do not have any outstanding options,
warrants or other securities exercisable for or convertible into shares of
our common stock.
AMOUNT AND
NATURE OF
TITLE OF NAME OF BENEFICIAL BENEFICIAL PERCENT OF
CLASS OWNER AND POSITION OWNERSHIP CLASS
- -----------------------------------------------------------------------
Common Dana Washington(1) 400,000 4.8%
Sole Officer/Director
Common Ed DeStefano(2) 6,800,000 80.9%
Shareholder
-----------------------------
DIRECTORS AND OFFICERS
AS A GROUP (1 person) 400,000 4.8%
(1) Dana Washington, 10685 Oak Crest Avenue, Las Vegas, Nevada 89144
(2) Ed DeStefano, 14055 Tahiti Way, #305, Marina del Rey, CA 90292
Certain Relationships and Related Transactions
----------------------------------------------
The company's Director has contributed office space for our use for all
periods presented. There is no charge to us for the space. Dana Washington,
our president, chief executive officer, chief financial officer secretary and
a director, on August 23, 2006 was issued 400,000 founders shares of the
Company's $0.001 par value common stock for $400 cash.
Ed DeStefano, the majority shareholder, on August 31, 2006 was issued 6,800,000
shares of the Company's $0.001 par value common stock for cash, pursuant to
an exemption from registration under Section 4(2) of the Securities Act
and/or Rule 506 of Regulation D promulgated thereunder as a transaction not
involving a public offering.
Our sole officer/director can be considered a promoters of Reshoot & Edit in
consideration of her participation and managing of the business of the
company since its incorporation.
Through a Board Resolution, the Company hired the professional services of
Moore & Associates, Chartered, Certified Public Accountants, to perform
audited financials for the Company. Moore & Associates, Chartered own no
stock in the Company. The company has no formal contracts with its
accountants, they are paid on a fee for service basis.
Other than as set forth above, there are no transactions since our inception,
or proposed transactions, to which we were or are to be a party, in which any
of the following persons had or is to have a direct or indirect material
interest:
28
a) Any director or executive officer of the small business issuer;
b) Any majority security holder; and
c) Any member of the immediate family (including spouse, parents, children,
siblings, and in-laws) of any of the persons in the above.
Selling Security Holders
------------------------
The following table sets forth the shares beneficially owned, as of September
29, 2006, by the selling stockholders prior to the offering contemplated by
this prospectus, the number of shares each selling stockholder is offering by
this prospectus and the number of shares which each would own beneficially if
all such offered shares are sold. None of the selling stockholders is a
registered broker-dealer or an affiliate of a registered broker-dealer.
The shares were offered and sold to the selling stockholders in a private
placement made in reliance upon an exemption from registration under Section
4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated
thereunder as a transaction not involving a public offering. None of the
selling stockholders are affiliates or controlled by our affiliates and none
of the selling stockholders are now or were at any time in the past an
officer or director of ours or any of any of our predecessors or affiliates.
Selling Security Holders
Number of Shares
Offered by Selling
Security holder and
Percent of Total
Issued and
Outstanding Held
After the
Offering(1)
-------------------
Common
Shares # of % of
Name of Selling Security holder Owned Shares Class
------------------------------- ------ ------ -----
Evagelina Esparza 400,000 400,000 4.35%
T. J. Jesky 400,000 400,000 4.35%
Mark DeStefano 400,000 400,000 4.35%
----------------------------
Totals 1,200,000 1,200,000 13.05%
(1) Assumes all of the shares of common stock offered in this prospectus are
sold and no other shares of common stock are sold or issued during this
offering period. Based on 8,400,000 shares of common stock issued and
outstanding as of September 29, 2006 and 9,200,000 shares of common stock
after the offering is completed.
29
We may require the selling security holders to suspend the sales of the
securities offered by this prospectus upon the occurrence of any event that
makes any statement in this prospectus, or the related registration
statement, untrue in any material respect, or that requires the changing of
statements in these documents in order to make statements in those documents
not misleading. We will file a post-effective amendment to this registration
statement to reflect any material changes to this prospectus.
Expenses of Issuance and Distribution
We have agreed to pay all expenses incident to the offering and sale to the
public of the shares being registered other than any commissions and
discounts of underwriters, dealers or agents and any transfer taxes, which
shall be borne by the selling security holders. The expenses which we are
paying are set forth in the following table.
Nature of Expenses:
Amount
------
Securities and Exchange Commission registration fee $ 2
Nevada Securities coordination fee $ 700
Legal fees and miscellaneous expenses* $1,500
Audit Fees $1,000
Transfer Agent fees* $ 500
Printing* $ 298
------
Total $4,000
======
*Estimated Expenses.
30
Plan of Distribution
--------------------
The Offering
We are offering up to a total of 2,000,000 shares. The offering price is
$0.01 per share. The offering will be for a period of 90 business days from
the effective date and may be extended for an additional 90 business days if
we choose to do so. The offering relates to the sale by us of up to 800,000
shares of common stock and to the resale by certain selling security holders
of the Company of up to 1,200,000 shares of common stock.
The offering is being conducted on a self-underwritten, best effort, all-or-
none basis, which means our officer/director will attempt to sell the shares
We cannot assure you that all of the shares offered under this prospectus
will be sold. No one has committed to purchase any of the shares offered.
Therefore, we may not be able to sell all of 8,000,000 shares in this
offering. All subscription funds will be held in a Trust Account until all
of the 8,000,000 share are sold.
If all the shares are not sold by the expiration date of the offering, the
funds will be promptly returned to the investors, without interest or
deduction. The shares will be offered at a price of $0.01 per share for a
period of ninety (90) days from the effective date of this prospectus, unless
extended by our board of directors for an additional 90 days. Certificates
for shares purchased will be issued and distributed promptly provided all
shares are sold, the subscription is accepted and "good funds" are received
in our escrow account.
The proceeds from the sale of the shares in this offering will be payable to
Thomas C. Cook Client Trust Account fbo Reshoot & Edit.
We reserve the right to withdraw or cancel this offering and to accept or
reject any subscription in whole or in part, for any reason or for no reason.
Subscriptions will be accepted or rejected promptly. All monies from
rejected subscriptions will be returned immediately by us to the subscriber,
without interest or deductions.
The shares are intended to be sold directly through the efforts of Dana
Washington, our sole officer and director of Reshoot & Edit. The offering is
being conducted on a self-underwritten, best effort, all-or-none basis, which
means our officer/director will attempt to sell the shares.
Our officer/director who will engaged in the sale of the securities will
receive no commission from the sale of the shares nor will she register as a
broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934
in reliance upon Rule 3(a)4-1. Rule 3(a)4-1 sets forth those conditions
under which a person associated with an issuer may participate in the
offering of the issuer's securities and not be deemed to be a broker-dealer.
Our sole officer/director satisfy the requirements of Rule 3(a)4-1 in that:
1. None of such persons is subject to a statutory disqualification, as that
term is defined in Section 3(a)(39) of the Act, at the time of her
participation; and,
31
2. None of such persons is compensated in connection with his or her
participation by the payment of commissions or other remuneration based
either directly or indirectly on transactions in securities; and
3. None of such persons is, at the time of his participation, an associated
person of a broker- dealer; and
4. All of such persons meet the conditions of Paragraph (a)(4)(ii) of Rule
3(a)4-1 of the Exchange Act, in that they (A) primarily perform, or are
intended primarily to perform at the end of the offering, substantial
duties for or on behalf of the issuer otherwise than in connection with
transactions in securities; and (B) are not a broker or dealer, or an
associated person of a broker or dealer, within the preceding twelve (12)
months; and (C) do not participate in selling and offering of securities
for any issuer more than once every twelve (12) months other than in
reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
As long as we satisfy all of these conditions, we are comfortable that we
will be able to satisfy the requirements of Rule 3a4-1 of the Exchange Act.
As sole officer/director will sell the shares being offered pursuant to this
offering, Regulation M prohibits the company and its officers and directors
from certain types of trading activities during the time of distribution of
our securities. Specifically, Regulation M prohibits our officer/director
from bidding for or purchasing any common stock or attempting to induce any
other person to purchase any common stock, until the distribution of our
securities pursuant to this offering has ended.
We have no intention of inviting broker-dealer participation in this
offering.
We intend to distribute the prospectus to potential investors, to our friends
and relatives who are interested in us and a possible investment in the
offering. The intended methods of communication include, without limitation,
telephone and personal contact.
Offering Period and Expiration Date
This offering will commence on the effective date of this prospectus, as
determined by the Securities and Exchange Commission and continue for a
period of 90 business days. We may extend the offering for an additional 90
business days unless the offering is completed or otherwise terminated by us.
Procedures for Subscribing
If you decide to subscribe for any shares in this offering, you will be required
to execute a Subscription Agreement and tender it, together with a check or
certified funds to us. There are no minimum share purchase requirements for
individual investors. All checks for subscriptions should be made payable to
Thomas C. Cook Client Trust Account fbo Reshoot & Edit.
32
Right to Reject Subscriptions
We maintain the right to accept or reject subscriptions in whole or in part,
for any reason or for no reason. All monies from rejected subscriptions will
be returned immediately by us to the subscriber, without interest or
deductions. Subscriptions for securities will be accepted or rejected within
48 hours of our having received them.
Selling Security Holders Distribution
The selling security holders may, from time to time, sell all or a portion of
the shares of common stock on any market upon which the common stock may be
listed or quoted (anticipated to be the OTC Bulletin Board in the United
States), in privately negotiated transactions or otherwise. Such sales may
be at fixed prices prevailing at the time of sale, at prices related to the
market prices or at negotiated prices. Our common stock is not traded on any
exchange or in the over-the-counter market. After the date of close of this
offering, we expect to have an application filed with the National
Association of Securities Dealers, Inc. for our common stock to eligible for
trading on the OTC Bulletin Board. Until our common stock becomes eligible
for trading on the OTC Bulletin Board, the selling stockholders holders will
be offering our common shares at a price of $0.01 per common share.
Notwithstanding the foregoing, the shares of common stock being offered for
resale by this prospectus may be sold by the selling security holders by one
or more of the following methods, without limitation: (a) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; (b)
privately negotiated transactions; (c) market sales (both long and short to
the extent permitted under the federal securities laws); (d) at the market to
or through market makers or into an existing market for the shares; (e)
through transactions in options, swaps or other derivatives (whether exchange
listed or otherwise); and (f) a combination of any of the aforementioned
methods of sale.
In the event of the transfer by any of the selling security holders of its
common shares to any pledgee, donee or other transferee, we will amend this
prospectus and the registration statement of which this prospectus forms a
part by the filing of a post-effective amendment in order to have the
pledgee, donee or other transferee in place of the selling stockholder who
has transferred his, her or its shares. In effecting sales, brokers and
dealers engaged by the selling security holders may arrange for other brokers
or dealers to participate. Brokers or dealers may receive commissions or
discounts from a selling stockholder or, if any of the broker-dealers act as
an agent for the purchaser of such shares, from a purchaser in amounts to be
negotiated which are not expected to exceed those customary in the types of
transactions involved. Broker-dealers may agree with a selling stockholder to
sell a specified number of the shares of common stock at a stipulated price
per share. Such an agreement may also require the broker-dealer to purchase
as principal any unsold shares of common stock at the price required to
fulfill the broker-dealer commitment to the selling stockholder if such
broker-dealer is unable to sell the shares on behalf of the selling
stockholder. Broker-dealers who acquire shares of common stock as principal
may thereafter resell the shares of common
33
stock from time to time in transactions which may involve block transactions
and sales to and through other broker-dealers, including transactions of the
nature described above. Such sales by a broker-dealer could be at prices and
on terms then prevailing at the time of sale, at prices related to the then-
current market price or in negotiated transactions. In connection with such
resales, the broker-dealer may pay to or receive from the purchasers of the
shares commissions as described above. The selling security holders and any
broker-dealers or agents that participate with the selling stockholders in
the sale of the shares of common stock may be deemed to be "underwriters"
within the meaning of the Securities Act in connection with these sales. In
that event, any commissions received by the broker-dealers or agents and any
profit on the resale of the shares of common stock purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.
From time to time, any of the selling security holders may pledge shares of
common stock pursuant to the margin provisions of customer agreements with
brokers. Upon a default by a selling security holder, their broker may offer
and sell the pledged shares of common stock from time to time. Upon a sale
of the shares of common stock, the selling security holders intend to comply
with the prospectus delivery requirements under the Securities Act by
delivering a prospectus to each purchaser in the transaction. We intend to
file any amendments or other necessary documents in compliance with the
Securities Act which may be required in the event any of the selling
stockholders defaults under any customer agreement with brokers. To the
extent required under the Securities Act, a post effective amendment to this
registration statement will be filed disclosing the name of any broker-
dealers, the number of shares of common stock involved, the price at which
the common stock is to be sold, the commissions paid or discounts or
concessions allowed to such broker-dealers, where applicable, that such
broker-dealers did not conduct any investigation to verify the information
set out or incorporated by reference in this prospectus and other facts
material to the transaction.
We and the selling security holders will be subject to applicable provisions
of the Exchange Act and the rules and regulations under it, including,
without limitation, Rule 10b-5 and, insofar as a selling stockholder is a
distribution participant and we, under certain circumstances, may be a
distribution participant, under Regulation M. All of the foregoing may affect
the marketability of the common stock.
All expenses of the registration statement including, but not limited to,
legal, accounting, printing and mailing fees are and will be borne by us. Any
commissions, discounts or other fees payable to brokers or dealers in
connection with any sale of the shares of common stock will be borne by the
selling security holders, the purchasers participating in such transaction,
or both.
Any shares of common stock covered by this prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act, as amended, may be sold under
Rule 144 rather than pursuant to this prospectus.
34
Penny Stock Regulations
You should note that our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines "penny stock" to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and "accredited investors". The term
"accredited investor" refers generally to institutions with assets in excess
of $5,000,000 or individuals with a net worth in excess of $1,000,000 or
annual income exceeding $200,000 or $300,000 jointly with their spouse. The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document in a form prepared by the SEC which provides information
about penny stocks and the nature and level of risks in the penny stock
market. The broker-dealer also must provide the customer with current bid and
offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction and monthly account statements showing
the market value of each penny stock held in the customer's account. The bid
and offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before
or with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive
the purchaser's written agreement to the transaction. These disclosure
requirements may have the effect of reducing the level of trading activity in
the secondary market for the stock that is subject to these penny stock
rules. Consequently, these penny stock rules may affect the ability of
broker-dealers to trade our securities. We believe that the penny stock rules
discourage investor interest in and limit the marketability of our common
stock.
Blue Sky Restrictions on Resale
If a selling security holder wants to sell shares of our common stock under
this registration statement in the United States, the selling security
holders will also need to comply with state securities laws, also known as
"Blue Sky laws," with regard to secondary sales. All states offer a variety
of exemption from registration for secondary sales. Many states, for
example, have an exemption for secondary trading of securities registered
under Section 12(g) of the Securities Exchange Act of 1934 or for securities
of issuers that publish continuous disclosure of financial and non-financial
information in a recognized securities manual, such as Standard & Poor's.
The broker for a selling security holder will be able to advise a selling
security holder which states our common stock is exempt from registration
with that state for secondary sales.
Any person who purchases shares of our common stock from a selling security
holder under this registration statement who then wants to sell such shares
will also have to comply with Blue Sky laws regarding secondary sales.
35
When the registration statement becomes effective, and a selling security
holder indicates in which state(s) he desires to sell his shares, we will be
able to identify whether it will need to register or it will rely on an
exemption there from.
We plan to register our posteffective amendment by coordination with the
Securities Division of the State of Nevada, pursuant to NRS Section 90.480.
Therefore, upon the effectiveness of our registration with the SEC, the State
of Nevada will provide us with a notice of effectiveness for the State of
Nevada. This coordination will allow us to sell our securities in the State
of Nevada pursuant to their securities laws.
Dividend Policy
---------------
We have not declared or paid dividends on our Common Stock since our
formation, and we do not anticipate paying dividends in the foreseeable
future. Declaration or payment of dividends, if any, in the future, will be
at the discretion of our Board of Directors and will depend on our then
current financial condition, results of operations, capital requirements and
other factors deemed relevant by the board of directors. There are no
contractual restrictions on our ability to declare or pay dividends.
Share Capital
-------------
Security Holders
At September 29, 2006, there were 8,400,000 common shares outstanding which
were held by five (5) stockholders of record.
Transfer Agent
We are currently serving as our own transfer agent, and plan to continue to
serve in that capacity until such time as management believes it is necessary
or appropriate to employ an independent transfer agent in order to facilitate
the creation of a public trading market for its securities. Should our
securities be quoted on any exchange or OTC quotation system or application
is made to have the securities quoted, an independent transfer agent will be
appointed.
Admission to Quotation on the OTC Bulletin Board
We intend to have our common stock be quoted on the OTC Bulletin Board. If
our securities are not quoted on the OTC Bulletin Board, a security holder
may find it more difficult to dispose of, or to obtain accurate quotations as
to the market value of our securities. The OTC Bulletin Board differs from
national and regional stock exchanges in that it (1) is not situated in a
single location but operates through communication of bids, offers and
confirmations between broker-dealers, and (2) securities admitted to
quotation are offered by one or more Broker-dealers rather than the
"specialist" common to stock exchanges.
36
To qualify for quotation on the OTC Bulletin Board, an equity security must
have one registered broker-dealer, known as the market maker, willing to list
bid or sale quotations and to sponsor the company listing. If it meets the
qualifications for trading securities on the OTC Bulletin Board our
securities will trade on the OTC Bulletin Board. We may not now or ever
qualify for quotation on the OTC Bulletin Board. We currently have no market
maker who is willing to list quotations for our securities.
The following description of our capital stock is a summary and is qualified
in its entirety by the provisions of our Articles of Incorporation which has
been filed as an exhibit to our registration statement of which this
prospectus is a part.
Common Stock
We are authorized to issue 70,000,000 common stock with par value of $0.001,
of which 8,400,000 shares are issued and outstanding as of September 29,
2006. Holders of shares of our common stock are entitled to one vote per
share on all matters to be voted upon by the stockholders generally. The
holders of shares of common stock have no preemptive, conversion,
subscription or cumulative voting rights. Each holder of the Company's Common
shares is entitled to one vote for each share held of record on all matters
submitted to the vote of stockholders, including the election of directors.
Preferred Stock
We are authorized to issue 5,000,000 shares of preferred stock. Our board of
directors has the right, without shareholder approval, to issue preferred
shares with rights superior to the rights of the holders of shares of common
stock. As a result, preferred shares could be issued quickly and easily,
negatively affecting the rights of holders of common shares and could be
issued with terms calculated to delay or prevent a change in control or make
removal of management more difficult. Because we may issue up to 5,000,000
shares of preferred stock in order to raise capital for our operations, your
ownership interest may be diluted which results in your percentage of
ownership in us decreasing.
Warrants and Options
Currently, there are no warrants, options or other convertible securities
outstanding.
Legal Matters
-------------
Law Offices of Thomas C. Cook has opined on the validity of the shares of
common stock being offered hereby.
37
Experts
-------
The financial statements included in this prospectus and in the registration
statement have been audited by Moore & Associates, Chartered, an independent
registered public accounting firm, to the extent and for the period set forth
in their report appearing elsewhere herein and in the registration statement,
and are included in reliance upon such report given upon the authority of
said firm as experts in auditing and accounting.
Interest of Named Experts and Counsel
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of
the securities being registered or upon other legal matters in connection
with the registration or offering of the common stock was employed on a
contingency basis or had, or is to receive, in connection with the offering,
a substantial interest, directly or indirectly, in the registrant or any of
its parents or subsidiaries. Nor was any such person connected with the
registrant or any of its parents, subsidiaries as a promoter, managing or
principal underwriter, voting trustee, director, officer or employee.
Indemnification for Securities Act Liabilities
----------------------------------------------
Our Articles and By-laws provide to the fullest extent permitted by law, our
directors or officers, former directors and officers, and persons who act at
our request as a director or officer of a body corporate of which we are a
shareholder or creditor shall be indemnified by us. We believe that the
indemnification provisions in our By-laws are necessary to attract and retain
qualified persons as directors and officers. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Act" or
"Securities Act") may be permitted to directors, officers or persons
controlling us pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
38
Where You Can Find More Information
-----------------------------------
We have filed a registration statement on Form SB-2 under the Securities Act
with the SEC for the securities offered hereby. This prospectus, which
constitutes a part of the registration statement, does not contain all of the
information set forth in the registration statement or the exhibits and
schedules which are part of the registration statement. For additional
information about us and our securities, we refer you to the registration
statement and the accompanying exhibits and schedules. Statements contained
in this prospectus regarding the contents of any contract or any other
documents to which we refer are not necessarily complete. In each instance,
reference is made to the copy of the contract or document filed as an exhibit
to the registration statement, and each statement is qualified in all
respects by that reference. Copies of the registration statement and the
accompanying exhibits and schedules may be inspected without charge (and
copies may be obtained at prescribed rates) at the public reference facility
of the SEC at Room 1024, 100 F Street, N.E. Washington, D.C. 20549.
You can request copies of these documents upon payment of a duplicating fee
by writing to the SEC. You may call the SEC at 1-800-SEC-0330 for further
information on the operation of its public reference rooms. Our filings,
including the registration statement, will also be available to you on the
Internet web site maintained by the SEC at http://www.sec.gov.
39
FINANCIAL STATEMENTS
RESHOOT & EDIT
FINANCIAL STATEMENTS
August 31, 2006
INDEX
40
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Financial Statement
PAGE
----
Independent Auditors' Report F-1
Balance Sheet F-2
Statements of Operations F-3
Statements of Changes in Stockholders' Equity F-4
Statements of Cash Flows F-5
Notes to Financials F-6-9
41
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Reshoot & Edit. (A Development Stage Company)
Las Vegas, Nevada
We have audited the accompanying balance sheet of Reshoot & Edit. (A
Development Stage Company) as of August 31, 2006, and the related statements of
operations, stockholders' equity and cash flows from inception August 23, 2006,
through August 31, 2006, and the period then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Reshoot & Edit (A Development
Stage Company) as of August 31, 2006 and the results of its operations and its
cash flows from inception August 23, 2006, through August 31, 2006 and the
period then ended, in conformity with accounting principles generally accepted
in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company's lack of operations as of August 31, 2006
raises substantial doubt about its ability to continue as a going concern.
Management's plans concerning these matters are also described in Note 3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ Moore & Associates, Chartered
- ---------------------------------
Moore & Associates Chartered
Las Vegas, Nevada
September 7, 2006
2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
(702) 253-7511 Fax (702) 253-7501
F-1
Reshoot & Edit
(A development stage company)
Balance Sheet
August 31, 2006
Balance Sheet
August 31,
2006
-----------
Assets
Current Assets:
Cash $ 8,000
-----------
Total current assets 8,000
-----------
$ 8,000
===========
Liabilities and Stockholder's Equity
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, 8,400,000 shares issued and
outstanding as of 8/31/2006 8,400
Additional paid-in capital -
Earnings (Deficit) accumulated during
development stage (400)
-----------
8,000
-----------
$ 8,000
===========
The accompanying notes are an integral part of these financial statements.
F-2
Reshoot & Edit
(A development stage company)
Statement of Operations
From August 23, 2006 (Inception) to August 31, 2006
Statement of Operations
From August 23,
2006 (Inception)
to August 31, 2006
---------------------
Revenue $ -
---------------------
Expenses:
General and administrative
expenses 400
---------------------
Total expenses 400
---------------------
Net income (loss) $ (400)
=====================
Weighted average
number of
common shares
outstanding -
basic and fully
diluted 8,400,000
=====================
Net (loss) per
share - basic
and fully
diluted $ (0.00)
=====================
The accompanying notes are an integral part of these financial statements.
F-3
Reshoot & Edit
(A development stage company)
Statements of Stockholders' Equity
From August 23, 2006 (Inception) to August 31, 2006
Statements of Stockholders' Equity
Deficit
Accumulated
Additional During the Total
Common Stock Paid-In Development Stockholders'
Shares Amount Capital Stage Equity
---------- ------- --------- ----------- -------------
Founders initial
investment, 8/23/2006
$0.001 per share 400,000 $ 400 $ - $ - $ 400
Common stock issued
for cash, 506
offering 8,000,000 8,000 - - 8,000
Net (loss) for the
period ended
August 31, 2006 - - - (400) (400)
---------- ------- --------- ----------- -------------
Balance
August 31, 2006 8,400,000 8,400 - (400) 8,000
========== ======= ========= =========== =============
The accompanying notes are an integral part of these financial statements.
F-4
Reshoot & Edit
(A development stage company)
Statement of Cash Flows
From August 23, 2006 (Inception) to August 31, 2006
Statement of Cash Flows
From August 23,
2006 (Inception)
to August 31, 2006
----------------
Cash flows from operating activities:
Net income (loss) $ (400)
----------------
Net cash (used) from operating
activities (400)
Cash flows from financing activities:
Issuances of common stock 8,400
----------------
Net cash provided from financing
activities 8,400
Net increase (decrease) in
cash 8,000
Cash and
equivalents-
beginning -
----------------
Cash and
equivalents-
ending $ 8,000
================
Supplemental disclosures:
Interest paid $ -
================
Income taxes paid $ -
================
The accompanying notes are an integral part of these financial statements.
F-5
RESHOOT & EDIT
(A development stage company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2006
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
Reshoot & Edit (the Company) was incorporated under the Laws of the state of
Nevada on August 23, 2006.
The Company has minimal operations and in accordance with SFAS #7, the
Company is considered a development stage company. The Company plans to
purchase television and movie scripts for resale, and also purchase options for
the same.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
The Company has cash assets of $8,000 and no debt as of August 31, 2006. The
relevant accounting policies are listed below.
Basis of Accounting
- -------------------
The basis is United States generally accepted accounting principles.
Earnings per Share
- ------------------
The basic earnings (loss) per share is calculated by dividing the Company's
net income (loss) available to common shareholders by the weighted average
number of common shares during the year. The diluted earnings (loss) per share
is calculated by dividing the Company's net income (loss) available to common
shareholders by the diluted weighted average number of shares outstanding
during the year. The diluted weighted average number of shares outstanding is
the basic weighted number of shares adjusted as of the first of the year for
any potentially dilutive debt or equity.
The Company has not issued any options or warrants or similar securities since
inception.
Dividends
- ---------
The Company has not yet adopted any policy regarding payment of dividends. No
Dividends have been paid during the period shown.
Income Taxes
- ------------
The provision for income taxes is the total of the current taxes payable and
the net of the change in the deferred income taxes. Provision is made for the
deferred income taxes where differences exist between the period in which
transactions affect current taxable income and the period in which they enter
into the determination of net income in the financial statements.
F-6
RESHOOT & EDIT
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2006
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES-CONTINUED
Year-end
- --------
The Company has selected August 31 as its year-end.
Advertising
- -----------
Advertising is expensed when incurred. There has been no advertising
during the period.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of revenue and expenses during the reporting period. Actual results could
differ from those estimates.
NOTE 3. GOING CONCERN
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern, which contemplates the
realization of assets and the liquidation of liabilities in the normal course
of business. However the Company has no current source of revenue, or
operations. Without realization of additional capital, it would be unlikely
for the Company to continue as a going concern. It is management's plan to
complete and execute a business plan in order to supply the needed cash flow.
NOTE 4. STOCKHOLDERS'EQUITY
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.
There have been no other issuances of common stock.
F-7
RESHOOT & EDIT
(A development stage company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2006
NOTE 5. RELATED PARTY TRANSACTIONS
The officer and 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.
NOTE 6. PROVISION FOR INCOME TAXES
The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109"), which
requires use of the liability method. SFAS No. 109 provides that deferred
tax assets and liabilities are recorded based on the differences between the
tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes, referred to as temporary differences. Deferred tax assets
and liabilities at the end of each period are determined using the currently
enacted tax rates applied to taxable income in the periods in which the
deferred tax assets and liabilities are expected to be settled or realized.
The provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate to income before provision for income taxes.
The sources and tax effects of the differences are as follows:
U.S federal statutory rate (34.0%)
Valuation reserve 34.0%
------
Total -%
NOTE 7. REVENUE AND EXPENSES
The Company currently has no operations and no revenues.
NOTE 8. OPERATING LEASES AND OTHER COMMITMENTS:
The Company also has no assets or lease obligations.
F-8
RESHOOT & EDIT
(A development stage company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2006
NOTE 9 RECENT PRONOUNCEMENTS
In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment
of ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB No. 43,
Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts
of idle facility expense, freight, handing costs, and spoilage. This statement
requires that those items be recognized as current period charges regardless
of whether they meet the criterion of "so abnormal" which was the criterion
specified in ARB No. 43. In addition, this Statement requires that allocation
of fixed production overheads to the cost of production be based on normal
capacity of the production facilities. This pronouncement is effective for
the Company beginning October 1, 2005. The Company does not believe adopting
this new standard will have a significant impact to its financial statements.
In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based
Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based
Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for
Stock Issued to Employees and amends SFAS No. 95, Statement of Cash Flows.
Generally, the approach in SFAS No. 123(R) is similar to the approach
described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based
payments to employees, including grants of employee stock options, to be
recognized in the income statement based on their fair values. Pro forma
disclosure is no longer an alternative. The new standard will be effective
for the Company in the first interim or annual reporting period beginning
after December 15, 2005. The Company expects the adoption of this standard
will have a material impact on its financial statements assuming employee
stock options are granted in the future.
F-9
INFORMATION NOT REQUIRED IN PROSPECTUS
--------------------------------------
Indemnification Of Directors, Officers, Employees And Agents
- ------------------------------------------------------------
Our officers and directors are indemnified as provided by the Nevada Revised
Statutes and our bylaws. Under the Nevada Revised Statutes, director
immunity from liability to a company or its shareholders for monetary
liabilities applies automatically unless it is specifically limited by a
company's Articles of Incorporation. Our Articles of Incorporation do not
specifically limit our directors' immunity. Excepted from that immunity are:
(a) a willful failure to deal fairly with the company or its stockholders in
connection with a matter in which the director has a material conflict of
interest; (b) a violation of criminal law, unless the director had reasonable
cause to believe that his or her conduct was lawful or no reasonable cause to
believe that his or her conduct was unlawful; (c) a transaction from which
the director derived an improper personal profit; and (d) willful misconduct.
Our Articles and bylaws provide that we will indemnify our directors and
officers to the fullest extent not prohibited by Nevada law; provided,
however, that we may modify the extent of such indemnification by individual
contracts with our directors and officers; and, provided, further, that we
shall not be required to indemnify any director or officer in connection with
any proceeding, or part thereof, initiated by such person unless such
indemnification: (a) is expressly required to be made by law, (b) the
proceeding was authorized by our board of directors, (c) is provided by us,
in our sole discretion, pursuant to the powers vested in us under Nevada law
or (d) is required to be made pursuant to the bylaws.
Our Articles and bylaws also provide that we may indemnify a director or
former director of subsidiary corporation and we may indemnify our officers,
employees or agents, or the officers, employees or agents of a subsidiary
corporation and the heirs and personal representatives of any such person,
against all expenses incurred by the person relating to a judgment, criminal
charge, administrative action or other proceeding to which he or she is a
party by reason of being or having been one of our directors, officers or
employees.
Our directors cause us to purchase and maintain insurance for the benefit of
a person who is or was serving as our director, officer, employee or agent,
or as a director, officer, employee or agent or our subsidiaries, and his or
her heirs or personal representatives against a liability incurred by him as
a director, officer, employee or agent.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers and control persons pursuant to
the foregoing provisions or otherwise, we have been advised that, in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy, and is, therefore, unenforceable.
II-1
Other Expenses Of Issuance And Distribution
- -------------------------------------------
The following table sets forth the expenses in connection with the issuance
and distribution of the securities being registered hereby. All such
expenses will be borne by the registrant; none shall be borne by any selling
stockholders.
Expenses:
Amount
------
Securities and Exchange Commission registration fee $ 2
Nevada Securities coordination fee $ 700
Legal fees and miscellaneous expenses* $1,500
Audit Fees $1,000
Transfer Agent fees* $ 500
Printing* $ 298
------
Total $4,000
======
*Estimated expenses
Recent Sales of Unregistered Securities
- ---------------------------------------
On August 23, 2006 (inception), we issued 400,000, par value $0.001 common
shares of stock for cash to Dana Washington, who is our President, Chief
Executive Officer, Chief Financial Officer, Secretary and Director.
On August 31, 2005 we conducted a private placement without any general
solicitation or advertisement. We completed this private placement with four
accredited individuals (Ed DeStefano, T. J. Jesky, Evagelina Esparza, Mark
DeStefano). The shares were issued in reliance upon an exemption from
registration under Section 4(2) of the Securities Act and/or Rule 506 of
Regulation D promulgated thereunder as a transaction not involving a public
offering. We filed a Form D with the SEC on our about August 31, 2006. The
four investors purchased 8,000,000, par value $0.001 common shares, for cash.
There have been no other issuance of shares since our inception on August 23,
2006. As of August 31, 2006, we have a total five (5) shareholders.
II-2
Exhibits
--------
(a) Exhibits:
The following exhibits are filed as part of this registration statement:
- -------------------------------------------------------------------------
EXHIBITS
SEC REFERENCE TITLE OF DOCUMENT LOCATION
NUMBER
- -------------------------------------------------------------------------
3.1 Articles of Incorporation This filing
- -------------------------------------------------------------------------
3.2 Bylaws of the Registrant This filing
- -------------------------------------------------------------------------
5.1 Opinion of Thomas C. Cook, Esq. This filing
regarding the legality of the
securities being registered
- -------------------------------------------------------------------------
23.1 Consent of Moore & Associates, This filing
Chartered Previously
- -------------------------------------------------------------------------
23.2 Consent of Thomas C. Cook, Esq. This filing
(included in Exhibit 5.1).
- -------------------------------------------------------------------------
24.1 Power of Attorney (Contained on This filing
the signature page of this
registration statement)
- -------------------------------------------------------------------------
99.1 Subscription Agreement* This filing
- -------------------------------------------------------------------------
UNDERTAKINGS
------------
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers of sales are being made, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
II-3
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in this
registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and
any deviation from the low and high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;
and
(iii) Include any additional or changed material information on the plan of
distribution.
2. That, for the purpose of determining any liability under the Securities
Act, treat each post-effective amendment as a new registration statement of
the securities offered herein, and that the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered hereby which remain unsold at the
termination of the offering.
4. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the By-Laws of the
company, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act, and is, therefore unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment of expenses incurred or paid by a director, officer
or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or other control person
in connection with the securities being registered, we will, unless in the
opinion of our legal counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
5. For determining any liability under the Securities Act, we shall treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by us under Rule 424(b)(1), or (4), or 497(h) under the
Securities Act as part of this registration statement as of the time the
Commission declared it effective.
6. For determining any liability under the Securities Act, we shall treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that the offering of the securities at that time as the
initial bona fide offering of those securities.
II-4
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Dana Washington, her true and lawful
attorneys-in-fact, with full power of substitution and resubstitution, for
her and in her name, place and stead, in any and all capacities to sign any
and all amendments (including post-effective amendments) to this registration
statement and to sign a registration statement pursuant to Section 462(b) of
the Securities Act of 1933, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on
the dates indicated.
Date: September 29, 2006 By: /s/ Dana Washington
------------------ ---------------------------------------
Dana Washington
Title: President, Chief Executive
Officer, Chief Financial Officer,
Secretary and Director (Principal
Executive, Financial, and Accounting
Officer)
II-5
Signatures
----------
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing this Form SB-2 and has authorized this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Las Vegas, Nevada on September 29, 2006.
RESHOOT & EDIT
By: /s/ Dana Washington
---------------------------------------
Dana Washington
Title: President, Chief Executive
Officer, Chief Financial Officer,
Secretary and Director (Principal
Executive, Financial, and Accounting
Officer)
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
and on the dates stated:
Date: September 29, 2006 By: /s/ Dana Washington
------------------ ---------------------------------------
Dana Washington
Title: President, Chief Executive
Officer, Chief Financial Officer,
Secretary and Director (Principal
Executive, Financial, and Accounting
Officer)
II-6