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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2008
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
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Commission file number 000-53049
RESHOOT PRODUCTION COMPANY
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(Exact name of registrant as specified in its charter)
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Nevada 26-1665960
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14055 Tahiti Way, Unit 305, Marina del Rey, CA 90292
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(Address of principal executive offices)(Zip Code)
Issuer's telephone number, including area code: (310) 823-3656
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of
the Exchange Act (Check one).
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| Smaller Reporting Company |X|
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|
As of November 7, 2008, the registrant's outstanding common stock consisted
of 9,200,000 shares, $0.001 par value. Authorized - 70,000,000 common
voting shares. No preferred issued, 5,000,000 preferred shares, par value
$0.001 authorized.
Table of Contents
Reshoot Production Company
Index to Form 10-Q
For the Quarterly Period Ended September 30, 2008
Part I. Financial Information
Page
Item 1. Financial Statements
Balance Sheets as of September 30, 2008 and December 31, 2008 3
Statements of Income for the three months
ended September 30, 2008 and 2007 4
Statements of Cash Flows for the three months
ended September 30, 2008 and 2007 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk 14
Item 4. Controls and Procedures 15
Part II Other Information
Item 1. Legal Proceedings 16
Item 1A. Risk Factors 16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 16
Item 3 -- Defaults Upon Senior Securities 16
Item 4 -- Submission of Matters to a Vote of Security Holders 16
Item 5 -- Other Information 16
Item 6. Exhibits 17
Signatures 18
2
Part I. Financial Information
Item 1. Financial Statements
Reshoot Production Company
(A Development Stage Company)
Balance Sheets
Balance Sheets
September 30,
2008 December 31,
(unaudited) 2007
------------- ------------
ASSETS
Current assets:
Cash and equivalents $ - $ -
------------- ------------
Total current assets - -
------------- ------------
TOTAL ASSETS $ - $ -
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Stockholders' equity:
Preferred stock, $0.001 par value, 5,000,000
shares authorized, none issued - -
Common stock, $0.001 par value, 70,000,000
shares authorized, 9,200,000 issued and
outstanding as of 9/30/08 and none issued
and outstanding as of 12/31/07, 9,200 -
Additional paid-in capital (3,800) 5,400
(Deficit) accumulated during development
stage (5,400) (5,400)
------------- ------------
Total stockholders' equity - -
------------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ -
============= ============
The accompanying notes are an integral part of these financial statements.
3
Reshoot Production Company
(A Development Stage Company)
Statements of Operations
(Unaudited)
Statements of Operations
For the three For the nine October 31, 2007
months ending months ending (Inception) to
September 30, September 30, September 30,
2008 2008 2008
------------- ------------- ----------------
Revenue - $ - $ -
------------- ------------- ----------------
Expenses:
Organizational costs - - 400
General and
administrative costs - - 5,000
------------- ------------- ----------------
Total expenses - - 5,400
------------- ------------- ----------------
Net loss before income
taxes - - (5,400)
Provision for income tax - - -
------------- ------------- ----------------
Net (loss) $ - $ - $ (5,400)
============= ============= ================
Weighted average number of
common shares outstanding 9,200,000 9,200,000 9,200,000
============= ============= ================
Net (loss) per share $ (0.00) $ (0.00) $ (0.00)
============= ============= ================
The accompanying notes are an integral part of these financial statements.
4
Reshoot Production Company
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
Statements of Cash Flows
For the nine October 31, 2007
months ending (Inception) to
September 30, September 30,
2008 2008
------------- ----------------
Cash flows from operating activities:
Net (loss) $ - $ (5,400)
------------- ----------------
Net cash (used) by operating activities - (5,400)
Cash flows from financing activities:
Additional paid-in capital - 5,400
------------- ----------------
Net cash provided by financing activities - 5,400
Net increase (decrease) in cash - -
Cash - beginning - -
------------- ----------------
Cash - ending $ - $ -
============= ================
Supplemental disclosures:
Interest paid $ - $ -
============= ================
Income taxes paid $ - $ -
============= ================
Non-cash transactions $ - $ -
============= ================
The accompanying notes are an integral part of these financial statements.
5
Reshoot Production Company
(A Development Stage Company)
Notes to Financial Statements
Note 1 - Basis of Presentation
The interim financial statements included herein, presented in
accordance with United States generally accepted accounting principles and
stated in US dollars, have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading.
These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein. It is suggested that
these interim financial statements be read in conjunction with the
financial statements of the Company for the period ended December 31,
2007 and notes thereto included in the Company's SB-2/A registration
statement. The Company follows the same accounting policies in the
preparation of interim reports.
Results of operations for the interim periods are not indicative of annual
results.
Note 2 - Going concern
These consolidated financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business. As at September 30, 2008,
the Company has not recognized any revenues to date and has accumulated
operating losses of approximately $(5,400) since inception. The Company's
ability to continue as a going concern is contingent upon the successful
completion of additional financing arrangements and its ability to achieve
and maintain profitable operations. While the Company is expending its best
efforts to achieve the above plans, there is no assurance that any such
activity will generate funds that will be available for operations.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments that might arise from this uncertainty.
6
Reshoot Production Company
(A Development Stage Company)
Notes to Financial Statements
Note 3 - Related party transactions
The Company does not lease or rent any property. Office services are
provided without charge by a director. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons 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.
7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 2. - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-Looking Information
The Company may from time to time make written or oral "forward-looking
statements" including statements contained in this report and in other
communications by the Company, which are made in good faith by the Company
pursuant to the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995.
These forward-looking statements include statements of the Company's plans,
objectives, expectations, estimates and intentions, which are subject to
change based on various important factors (some of which are beyond the
Company's control). The following factors, in addition to others not
listed, could cause the Company's actual results to differ materially from
those expressed in forward looking statements: the strength of the domestic
and local economies in which the Company conducts operations, the impact of
current uncertainties in global economic conditions and the ongoing financial
crisis affecting the domestic and foreign banking system and financial
markets, including the impact on the Company's suppliers and customers,
changes in client needs and consumer spending habits, the impact of
competition and technological change on the Company, the Company's ability to
manage its growth effectively, including its ability to successfully integrate
any business which it might acquire, and currency fluctuations. All forward-
looking statements in this report are based upon information available to the
Company on the date of this report. The Company undertakes no obligation to
publicly update or revise any forward-looking statement, whether as a result
of new information, future events, or otherwise, except as required by law.
Critical Accounting Policies
- ----------------------------
There have been no material changes to our critical accounting policies and
estimates from the information provided in Item 7, "Management's Discussion
and Analysis of Financial Condition and Results of Operations", included in our
Registration Statement for the fiscal year ended December 31, 2007.
8
Results of Operations
- ---------------------
Overview of Current Operations
- ------------------------------
The Company was organized October 31, 2007 (Date of Inception) under the laws
of the State of Nevada, as Reshoot Production Company The Company was
incorporated as a subsidiary of Reshoot & Edit, a Nevada corporation.
Reshoot Production Company Business Plan
- ----------------------------------------
Reshoot Production Company acquired the interests in and rights and title to
an Option Purchase Agreement for an unpublished script entitled "Masquerade."
This option agreement grants to Reshoot Production Company an option to
purchase motion picture ("Motion Picture" meaning theatrical motion picture
and or television) and ancillary rights in the unpublished script by November
30, 2008. Reshoot Production Company needs to raise one million dollars to
produce this film.
Provided the Company can raise the required funding to produce this film, a
joint venture will be formed with Braverman Productions, who will produce
this film, and any monies generated by this joint will be split 50/50 between
Reshoot Production Company and Braverman Productions after Reshoot Production
Company recoups the first $1,000,000 (one million dollars). There will be no
expenses, interest, or overhead of any kind deducted by Reshoot Production
Company from any of the income.
Management of the Company is in the process of identifying another movie
opportunities for the Company. At this point, management has yet to identify
any opportunities, and there are no assurances that anything will result from
these discussions.
Braverman Productions
- ---------------------
Braverman Productions has agreed to produce this unpublished script entitled
"Masquerade." This option agreement grants to Reshoot Production Company
anoption to purchase motion picture ("Motion Picture" meaning theatrical motion
picture and or television) and ancillary rights in the unpublished script by
November 30, 2008.
9
Mr. Chuck Braverman, founder of Braverman Productions, began his career 30
years ago in movie production by producing many commercials for major clients
like Xerox, Chevrolet, Goodyear, and Kodak. He produced corporate films for
Apple Computer, Atlantic Records and presidential candidate Ronald Reagan.
David Bowie, Paul McCartney, Cher, Bob Seeger and many others hired Chuck
Braverman to produce and direct their music videos. Mr. Braverman then
produced the first series for Showtime, "What's Up America!" This was hour
long documentary series that was shot throughout the United States. He
produced the Big Laff-off for Showtime featuring then unknown comics like
Eddie Murphy and Jerry Seinfeld. He also produced network television
specials with Willie Nelson, Andy Kaufman, and Tony Bennett.
Mr. Braverman was nominated and won the Directors Guild of America award for
Best Documentary and in 2001 was nominated for an Academy Award(R) for
another film. Mr. Braverman has been nominated four times by the Directors
Guild of America, and has also won two Emmys. The last two years his
documentaries have made the Oscar(r) documentary short list.
In the last couple of years Mr. Braverman has produced and directed films for
Discovery Channel, HBO, Animal Planet, A&E, Discovery Times, TLC, and
Discovery Health. Some of the titles are; "Children of the Court," "High
School Boot Camp," "Curtain Call," Making Marines," "Bottom of the Ninth,"
"Sextuplets," "Broken Wings," "Biography of Oscar(R)," "Debutantes," and
"Homeless In Paradise."
Competition
- -----------
The motion picture industry is intensely competitive. In addition to
competing with the major film studios that dominate the motion picture
industry, we will also compete with numerous independent motion picture
production companies, television networks, and pay television systems.
Virtually all of our competitors are significantly larger than we are, have
been in business much longer than we have, and have significantly more
resources at their disposal.
The motion picture industry at times may create an oversupply of motion
pictures in the market. The number of motion pictures released by different
movie studies, particularly the major U.S. studios, may create an oversupply
of product in the market, reduce our potential share of box office receipts
and make it more difficult for our film to succeed commercially. Oversupply
may become most pronounced during peak release times, such as school holidays
and national holidays, when theatre attendance is expected to increase.
10
The limited supply of motion picture screens compounds this product
oversupply problem. Currently, a substantial majority of the motion picture
screens in the U.S. typically are committed at any one time to only 10 to 15
films distributed nationally by major studio distributors. In addition, as a
result of changes in the theatrical exhibition industry, including
reorganizations and consolidations and the fact that major studio releases
occupy more screens, the number of screens available to us when we want to
release a picture may decrease. If the number of motion picture screens
decreases, box office receipts, and the correlating future revenue streams,
such as from home video and pay and free television, of our motion pictures
may also decrease, which could have a material adverse effect on our
business, results of operations and financial condition.
Results of Operations for the quarter ended September 30, 2008
- --------------------------------------------------------------
During the three month period ended September 30, 2008, the Company did not
generate any revenues. In addition, the Company does not expect to generate
any profit for the next year.
In its most recent three month operating period ended September 30, 2008, the
Company generated no revenues. During the three months ended September 30,
2008, the Company did not have any expenses. Since the Company's inception, on
October 31, 2007, the Company experienced a net lost $(5,400).
Revenues
- --------
The Company has generated no revenues during the three months ending
September 30, 2008 the Company had no expenses. As of September 30, 2008,
the Company had an accumulated deficit of $(5,400) dollars. There can be no
assurances that the Company can achieve or sustain profitability or that the
Company's operating losses will not increase in the future.
Plan of Operation
- -----------------
Management does not believe that the Company will be able to generate
any significant profit during the coming year, as the company seeks financing
to execute its business plan. Management believes developmental and marketing
costs will most likely exceed any anticipated revenues for the coming year.
Management intends to personally finance Reshoot Production Company, without
seeking reimbursement, to ensure that the Company has enough funds to operate
for the next twelve (12) months without the need to raise additional capital
to meet its fully reporting obligations in its normal course of business.
11
Funding Requirements
- --------------------
Reshoot Production Company does not have the required capital or funding to
execute its business plan. Reshoot Production Company will require at least
$1,000,000 to produce a motion picture. Management has been seeking funding,
but has been unable to raise the necessary capital in this economic climate.
Future funding could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or
amortization expenses related to goodwill and other intangible assets, which
could materially adversely affect the Company's business, results of
operations and financial condition. Any future acquisitions of other
businesses, technologies, services or product(s) might require the Company to
obtain additional equity or debt financing, which might not be available on
terms favorable to the Company, or at all, and such financing, if available,
might be dilutive.
Going Concern
- -------------
Our independent auditors included an explanatory paragraph in their report on
the accompanying financial statements regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional
note disclosures describing the circumstances that lead to this disclosure by
our independent auditors.
Summary of any product research and development that we will perform for the
term of our plan of operation.
- -----------------------------------------------------------------------------
We do not anticipate performing any additional significant product research
and development under our current plan of operation.
Expected purchase or sale of plant and significant equipment.
- -------------------------------------------------------------
We do not anticipate the purchase or sale of any plant or significant
equipment; as such items are not required by us at this time.
12
Significant changes in the number of employees.
- -----------------------------------------------
As of September 30, 2008, we did not have any employees. We are dependent upon
our sole officer and director for our future business development. As our
operations expand we anticipate the need to hire additional employees,
consultants and professionals; however, the exact number is not quantifiable
at this time.
Liquidity and Capital Resources
- -------------------------------
The Company is authorized to issue 70,000,000 shares of its $0.001 par value
common stock and 5,000,000 shares of its $0.001 par value preferred stock.
As of November 7, 2008, the Company has 9,200,000 shares of common stock
issued and outstanding.
The Company has limited financial resources available, which has had an
adverse impact on the Company's liquidity, activities and operations.
These limitations have adversely affected the Company's ability to obtain
certain projects and pursue additional business. Without realization of
additional capital, it would be unlikely for the Company to continue as a
going concern. In order for the Company to remain a Going Concern it will
need to find additional capital. Additional working capital may be sought
through additional debt or equity private placements, additional notes
payable to banks or related parties (officers, directors or stockholders),
or from other available funding sources at market rates of interest, or a
combination of these. The ability to raise necessary financing will depend
on many factors, including the nature and prospects of any business to be
acquired and the economic and market conditions prevailing at the time
financing is sought. No assurances can be given that any necessary financing
can be obtained on terms favorable to the Company, or at all.
Our sole officer/director has agreed to donate funds to the operations of the
Company, in order to keep it fully reporting for the next twelve (12) months,
without seeking reimbursement for funds donated.
As a result of our the Company's current limited available cash, no officer
or director received compensation through the three months ended September 30,
2008. No officer or director received stock options or other non-cash
compensation since the Company's inception through September 30, 2008 . The
Company has no employment agreements in place with its officers. Nor does
the Company owe its officers any accrued compensation, as the Officers agreed
to work for company at no cost, until the company can become profitable on a
consistent Quarter-to-Quarter basis.
13
Off-Balance Sheet Arrangements
- ------------------------------
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results or operations,
liquidity, capital expenditures or capital resources that is material to
investors.
Critical Accounting Policies and Estimates
- ------------------------------------------
Revenue Recognition: We recognize revenue from product sales once all of the
following criteria for revenue recognition have been met: pervasive evidence
that an agreement exists; the services have been rendered; the fee is fixed
and determinable and not subject to refund or adjustment; and collection of
the amount due is reasonable assured.
New Accounting Standards
- ------------------------
In December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in
Consolidated Financial Statements". This statement amends ARB 51 to establish
accounting and reporting standards for the non-controlling (minority) interest
in a subsidiary and for the de-consolidation of a subsidiary. It clarifies
that a non-controlling interest in a subsidiary is equity in the consolidated
financial statements. SFAS No. 160 is effective for fiscal years and interim
periods beginning after December 15, 2008. The adoption of SFAS 160 is not
expected to have a material impact on the Company's financial position,
results of operation or cash flows.
As of January 1, 2008 we adopted SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities" ("SFAS No. 159"). SFAS No. 159
allows the company to choose to measure many financial assets and financial
liabilities at fair value. Unrealized gains and losses on items for which
the fair value option has been elected are reported in earnings. The adoption
of SFAS 159 has not had a material impact on our financial position, results
of operation or cash flows.
As of January 1, 2008 we adopted SFAS No. 157, "Fair Value Measurements"
("SFAS No. 157"). SFAS No. 157 defines fair value and provides guidance for
measuring and disclosing fair value. The adoption of SFAS 157 has not had a
material impact on our financial position, results of operation or cash flows.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
14
Item 4T. Controls and Procedures
(a) Our management supervised and participated in an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures as of September 30, 2008. Based on that evaluation, our
management, including our principal executive and financial officer,
concluded that our disclosure controls and procedures were effective to
ensure that information required to be disclosed in the reports filed or
submitted by the Company under the Securities Exchange Act of 1934, as
amended, is recorded, processed, summarized and communicated to our
management, including our principle executive and financial officer, as
appropriate, to allow timely decisions regarding required disclosure within
the time periods specified in the SEC's rules and forms.
Internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems that are determined to be
effective by provide only reasonable assurance with respect to financial
statement preparation and presentation. Also, projections of any evaluation
of effectiveness to future periods are subject to risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
(b) There were no changes in our internal control over financial reporting
during the period ended September 30, 2008, that materially affected, or are
reasonably likely to materially affect, our internal controls over financial
reporting.
Additional procedures were performed in order for management to conclude
with reasonable assurance that the Company's financial statements contained
in this Quarterly Report on Form 10-Q present fairly, in all material
respects, the Company's financial position, results of operations and cash
flows for the periods presented.
This annual report does not include an attestation report of the
Corporation's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation
by the Corporation's registered public accounting firm pursuant to temporary
rules of the SEC that permit the Corporation to provide only the management's
report in this annual report.
15
PART II. OTHER INFORMATION
Item 1 -- Legal Proceedings
From time to time, we may become involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in
these or other matters may arise from time to time that may harm our
business.
We are not presently a party to any material litigation, nor to the knowledge
of management is any litigation threatened against us, which may materially
affect us.
Item 1A - Risk Factors
See Risk Factors set forth in Part I, Item 1A of the Company's Registration
Statement on Form SB-2 for the fiscal year ended December 31, 2007 and the
discussion in Item 1, above, under "Financial Condition - Liquidity and Capital
resources.
Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds
On or about January 30, 2008, the record shareholders of Reshoot & Edit,
received a special stock dividend of Reshoot Production Company, a Nevada
corporation, a wholly owned subsidiary of Reshoot & Edit.
Record shareholders received one (1) common share, par value $0.001, of
Reshoot & Edit common stock for every share of Reshoot & Edit common
stock owned. The Reshoot Production Company stock dividend was based on
9,200,000 shares of Reshoot & Edit common stock that were issued and
outstanding as of the record date.
Reshoot & Edit retained no ownership in Reshoot Production Company following
the issuance of the stock dividend. Further, Reshoot Production Company is no
longer a subsidiary of Reshoot & Edit and has different management.
Item 3 -- Defaults Upon Senior Securities
None.
Item 4 -- Submission of Matters to a Vote of Security Holders
None.
Item 5 -- Other Information
None.
16
Item 6 -- Exhibits
Filed Period Filing
Exhibit Exhibit Description herewith Form ending Exhibit date
- -------------------------------------------------------------------------------
3.1 Articles of Incorporation, SB-2 3.1 01/07/2008
as currently in effect
- -------------------------------------------------------------------------------
3.2 Bylaws SB-2 3.2 01/07/2008
as currently in effect
- -------------------------------------------------------------------------------
10.1 Option Purchase Agreement SB-2 10.1 01/07/2008
dated Dec. 17, 2007 between
Reshoot Production Company and
Braverman Productions, Inc.
- -------------------------------------------------------------------------------
31.1 Certification of President X
and Principal Financial
Officer, pursuant to Section
302 of the Sarbanes-Oxley
Act
- -------------------------------------------------------------------------------
31.2 Certification of President X
and Principal Financial
Officer, pursuant to Section
906 of the Sarbanes-Oxley
Act
- -------------------------------------------------------------------------------
17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Reshoot Production Company
--------------------------
Registrant
Date: Nov. 7, 2008 By: /s/ Ed DeStefano
------------ ----------------------------------------------
Ed DeStefano
Title: President, Chief Executive
Officer, Chief Financial Officer,
Secretary and Director (Principal
Executive, Financial, and Accounting
Officer)
18