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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 June 30, 2009
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
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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.)
2749 Kingclaven, Henderson, NV 89044
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(Address of principal executive offices)(Zip Code)
Issuer's telephone number, including area code: (702) 416-1004
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 July 20, 2009, 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 June 30, 2009
Part I. Financial Information
Page
Item 1. Financial Statements
Balance Sheets as of June 30, 2009 and December 31, 2008 3
Statements of Income for the three months and six months
ended June 30, 2009 and 2008 4
Statements of Cash Flows for the six months
ended June 30, 2009 and 2008 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 17
Part II Other Information
Item 1. Legal Proceedings 20
Item 1A. Risk Factors 20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20
Item 3 -- Defaults Upon Senior Securities 20
Item 4 -- Submission of Matters to a Vote of Security Holders 20
Item 5 -- Other Information 20
Item 6. Exhibits 21
Signatures 22
2
Part I. Financial Information
Item 1. Financial Statements
Reshoot Production Company
(A Development Stage Company)
Balance Sheets
June 30,
2009 December 31,
(Unaudited) 2008
------------- ------------
ASSETS
Current assets:
Cash and equivalents $ - $ -
Prepaid Expense 2,000 -
------------- ------------
Total current assets 2,000 -
------------- ------------
TOTAL ASSETS $ 2,000 $ -
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable - 1,500
------------- ------------
Total liabilities - 1,500
------------- ------------
Stockholders' equity:
Preferred stock; $0.001 par value; 5,000,000
shares authorized, none issued or
outstanding - -
Common stock, $0.001 par value; 70,000,000
shares authorized; 9,200,000, 9,200,000
issued and outstanding as of 6/30/09 and
12/31/08, respectively 9,200 9,200
Additional paid-in capital 3,200 (3,800)
(Deficit) accumulated during development
stage (10,400) (6,900)
------------- ------------
Total stockholders' equity 2,000 (1,500)
------------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,000 $ -
============= ============
The accompanying notes are an integral part of these financial statements.
3
Reshoot Production Company
(A Development Stage Company)
Statements of Operations
(Unaudited)
For the three For the six October 31,
months ending months ending 2007
---------------------- ---------------------- (Inception) to
June 20, June 30, June 30, June 30, June 30,
2009 2008 2009 2008 2009
---------- ---------- ---------- ---------- --------------
Revenue $ - $ - $ - $ - $ -
---------- ---------- ---------- ---------- --------------
Expenses:
Organizational
costs - - - - 400
General and
administrative
costs 1,000 - 3,500 - 10,000
---------- ---------- ---------- ---------- --------------
Total expenses 1,000 - 3,500 - 10,400
---------- ---------- ---------- ---------- --------------
Net (loss)
before income
taxes (1,000) - (3,500) - (10,400)
Income tax
expense - - - - -
---------- ---------- ---------- ---------- --------------
Net (loss) $ (1,000) $ - $ (3,500) $ - $ (10,400)
========== ========== ========== ========== ==============
Net (loss)
per share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
Weighted average
number of
common shares
outstanding 9,200,000 9,200,000 9,200,000 9,200,000
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
4
Reshoot Production Company
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
For the six For the six October 31, 2007
months ending months ending (Inception) to
June 30, June 30, June 30,
2009 2008 2009
------------- ------------- ----------------
Operating activities:
Net (loss) $ (3,500) $ - $ (10,400)
Adjustments to reconcile
net loss to net cash
provided (used) by
operating activities:
(Increase) in prepaid
expenses (2,000) - (2,000)
(Decrease) in accounts
payable (1,500) - -
------------- ------------- ----------------
Net cash (used) by
operating activities (7,000) - (12,400)
------------- ------------- ----------------
Financing activities:
Contributed capital 7,000 - 12,400
------------- ------------- ----------------
Net cash provided by
financing activities 7,000 - 12,400
------------- ------------- ----------------
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,
2008 and notes thereto included in the Company's Form 10-K annual
report. 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 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 June 30, 2009,
the Company has not recognized any revenues to date and has accumulated
operating losses of approximately $(10,400) 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 Annual Report for the fiscal year ended December 31, 2008.
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
- ----------------------------------------
Management of the Company is in the process of identifying a movie production
opportunity for the Company. The Company plans to acquire the motion picture
rights, or an option on such rights, to a literary property. At this point,
management has yet to identify any opportunities, and there are no assurances
that anything will result from these discussions.
Motion Picture Industry Overview
- --------------------------------
The "major" studios dominate the motion picture industry in the United States
by controlling the distribution of films that they produce as well as films
that are produced by "independent" studios. These major studios include
among others: The Walt Disney Company; Sony Pictures Entertainment;
Paramount Pictures; Twentieth Century Fox Film Corporation; Universal
Studios; and Warner Bros. Entertainment.
Historically, the major studios financed, produced and distributed the vast
majority of American-made motion pictures. Today, much of the financing and
distribution of major motion pictures remains in the control of these major
studios. But as many of the major studios have become part of large
conglomerate business operations, or diversified their operations, they have
adopted a policy of producing only a relatively small number of films each
year. As demand for filmed entertainment has increased, many smaller,
independent film production companies have been successfully established to
fill the excess demand for motion pictures.
Management believes that two convergent trends in the production and
distribution of motion pictures have led to an opportunity for independent
films to be profitably exploited. This includes: 1) the increasing
commercial success of independent films; and 2) the increasing commercial
success of DVDs.
9
In the last decade, the distribution of independent films, films produced by
independent production companies outside of the major studios, brought
increasing commercial success to the major studios that were distributing
them. Management believes that increasing commercial success of independent
films that cater to specific audiences or specialized tastes is an indication
that consumer tastes have proven broader than what the major studios can
fulfill.
As the demand for a diversity of motion pictures has expanded, so too has
audience market with the commercial success of the DVD format. The popular
and inexpensive DVD format has expanded the audience market beyond
traditional theatrical distribution. The high production, marketing, and
distribution costs for films produced for theatrical distribution
economically require that theatrically distributed films have the broadest
possible audience appeal.
Costs for Independent Productions
- ---------------------------------
Generally, budgets for the independently financed features fall into the
$250,000 to $10 million range versus $50 to $150 million for the big budget
films. As with the movie industry in general, a substantial number of
independently financed feature films are not commercially successful for a
variety of reasons. The gross revenue potential for motion pictures which
have a more limited release without famous talent may be substantially less
than for motion pictures that have a broad theatrical release. The
distribution of a film generally takes two to three years to run through all
the markets in every territory, from theatrical to pay-per-view to home
video, and then airlines, hotels network, cable and syndicated television.
A film may be shown on numerous occasions at different times on various
television stations.
Distribution
- ------------
Once the Company produces a motion picture, the management of Reshoot
Production Company will employ its best efforts to sell film and all
ancillary rights in all available markets. Theatrical distribution and
marketing of motion pictures involves licensing the right to exhibit motion
pictures on a rental basis to theaters, the creation and dissemination of
advertising and publicity, accounting, billing, credit and collection, the
manufacture, inspection and dissemination of prints used in exhibition, and
the maintenance, delivery, storage, inspection and repair of such prints.
Generally, distributors and theatre exhibitors will enter into agreements
whereby the exhibitor retains a portion of the gross box office receipts,
which are the admissions paid at the box office. The balance is remitted to
the distributor. Frequently, exhibitors and distributors must negotiate as to
the appropriate percentage to be remitted to the distributor, which may delay
payment of the gross film rental to the distributor.
10
Television Rights
- -----------------
In the United States, broadcast rights are granted to networks such as NBC,
ABC, CBS, or Fox for exhibition by all of the network's affiliates.
Syndicated rights include rights granted to individual local television
stations or groups of stations. Pay television rights include rights granted
to cable, direct broadcast satellite, microwave and other services paid for by
subscribers. The right to license a motion picture to the television markets
may be granted to domestic or foreign theatrical distributors. Not all films
are suitable for network television exhibition due to subject matter, editing
requirements and other factors. With the increasing market role of pay
television, the number of films licensed for and fees generated from network
television have decreased significantly in the last few years. Pay television
revenues, in many cases, have more than made up for this decline, with
substantial license fees based either on a fixed fee or per- subscriber basis.
There is no assurance that separate licenses will be negotiated for cable or
free television, or if any such agreements will be obtained.
Other Distribution Rights
- -------------------------
A motion picture typically becomes available on home DVD for purchase or
rental by consumers approximately six months after its initial theatrical
release. In addition to the distribution media and markets described above,
the owner of a film usually licenses the right to non-theatrical uses to
distributors who in turn make the film available to airlines, hotels, schools,
oil rigs, public libraries, prisons, community groups, the armed forces, ships
at sea and others, as well as the right to license the performance of musical
works and sound recordings embodied in a motion picture, including public
performance and sheet music publication. Again, there are no assurances that
separate licenses will be negotiated with these other mediums.
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.
11
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.
Reshoot Production Company's Funding Requirements
- -------------------------------------------------
We do not have sufficient capital to produce a motion picture. Management
anticipates Reshoot Production Company will require at least $1,000,000 to
produce a screenplay. There is no assurance that we will have revenue in the
future or that we will be able to secure the necessary funding to develop our
business. Without additional funding, it is most likely that our business
model will fail, and we shall be forced to cease operations.
Future funding could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or
amortization expenses related to goodwill and other intangible assets, which
could materially adversely affect the Company's business, results of
operations and financial condition. Any future acquisitions of other
businesses, technologies, services or product(s) might require the Company to
obtain additional equity or debt financing, which might not be available on
terms favorable to the Company, or at all, and such financing, if available,
might be dilutive.
Results of Operations for the quarter ended June 30, 2009
- ---------------------------------------------------------
During the six month period ended June 30, 2009, 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 six month operating period ended June 30, 2009, the
Company generated no revenues. During the three months ended June 30, 2009,
the Company had expenses of $1,000 as compared to no expenses for the same
period last year. During the six months ended June 30, 2009, the Company had
expenses of $3,500 as compared to no expenses for the same period last year.
These expenses represented audit fees to keep the Company full reporting.
Since the Company's inception, on October 31, 2007, the Company experienced a
net lost $(10,400).
12
Revenues
- --------
The Company has generated no revenues since its inception. As of June 30,
2009, the Company had an accumulated deficit of $(10,400) 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.
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.
13
Summary of any product research and development that we will perform for the
term of our plan of operation.
- -----------------------------------------------------------------------------
We do not anticipate performing any additional significant product research
and development under our current plan of operation.
Expected purchase or sale of plant and significant equipment.
- -------------------------------------------------------------
We do not anticipate the purchase or sale of any plant or significant
equipment; as such items are not required by us at this time.
Significant changes in the number of employees.
- -----------------------------------------------
As of June 30, 2009, 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 July 20, 2009, 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.
14
As a result of our the Company's current limited available cash, no officer
or director received compensation through the six months ended June 30, 2009.
No officer or director received stock options or other non-cash compensation
since the Company's inception through June 30, 2009 . The Company has no
employment agreements in place with its officers. Nor does the Company owe
its officers any accrued compensation, as the Officers agreed to work for
company at no cost, until the company can become profitable on a consistent
Quarter-to-Quarter basis.
Off-Balance Sheet Arrangements
- ------------------------------
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results or operations,
liquidity, capital expenditures or capital resources that is material
to investors.
Critical Accounting Policies and Estimates
- ------------------------------------------
Revenue Recognition: We recognize revenue from product sales once all of the
following criteria for revenue recognition have been met: pervasive evidence
that an agreement exists; the services have been rendered; the fee is fixed
and determinable and not subject to refund or adjustment; and collection of
the amount due is reasonable assured.
New Accounting Standards
- ------------------------
In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly" ("FSP FAS 157-4").
FSP FAS 157-4 provides guidance on estimating fair value when market activity
has decreased and on identifying transactions that are not orderly.
Additionally, entities are required to disclose in interim and annual periods
the inputs and valuation techniques used to measure fair value. This FSP is
effective for interim and annual periods ending after June 15, 2009. The
Company does not expect the adoption of FSP FAS 157-4 will have a material
impact on its financial condition or results of operation.
In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8,
"Disclosures by Public Entities (Enterprises) about Transfers of Financial
Assets and Interests in Variable Interest Entities." This disclosure-only FSP
improves the transparency of transfers of financial assets and an enterprise's
involvement with variable interest entities, including qualifying special-
purpose entities. This FSP is effective for the first reporting period
(interim or annual) ending after December 15, 2008, with earlier application
encouraged. The Company adopted this FSP effective January 1, 2009. The
adoption of the FSP had no impact on the Company's results of operations,
financial condition or cash flows.
15
In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers'
Disclosures about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1").
FSP FAS 132(R)-1 requires additional fair value disclosures about employers'
pension and postretirement benefit plan assets consistent with guidance
contained in SFAS 157. Specifically, employers will be required to disclose
information about how investment allocation decisions are made, the fair value
of each major category of plan assets and information about the inputs and
valuation techniques used to develop the fair value measurements of plan
assets. This FSP is effective for fiscal years ending after December 15, 2009.
The Company does not expect the adoption of FSP FAS 132(R)-1 will have a
material impact on its financial condition or results of operation.
In October 2008, the FASB issued FSP No. FAS 157-3, "Determining the Fair
Value of a Financial Asset When the Market for That Asset is Not Active,"
("FSP FAS 157-3"), which clarifies application of SFAS 157 in a market that
is not active. FSP FAS 157-3 was effective upon issuance, including prior
periods for which financial statements have not been issued. The adoption of
FSP FAS 157-3 had no impact on the Company's results of operations, financial
condition or cash flows.
In September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities," and FASB Interpretation 46 (revised December 2003),
"Consolidation of Variable Interest Entities ? an interpretation of ARB No.
51," as well as other modifications. While the proposed revised
pronouncements have not been finalized and the proposals are subject to
further public comment, the Company anticipates the changes will not have a
significant impact on the Company's financial statements. The changes would
be effective March 1, 2010, on a prospective basis.
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses
whether instruments granted in share-based payment transactions are
participating securities prior to vesting, and therefore need to be included
in the computation of earnings per share under the two-class method as
described in FASB Statement of Financial Accounting Standards No. 128,
"Earnings per Share." FSP EITF 03-6-1 is effective for financial statements
issued for fiscal years beginning on or after December 15, 2008 and earlier
adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither
do we believe that FSP EITF 03-6-1 would have material effect on our
consolidated financial position and results of operations if adopted.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 163, "Accounting for Financial Guarantee Insurance Contracts-and
interpretation of FASB Statement No. 60". SFAS No. 163 clarifies how
Statement 60 applies to financial guarantee insurance contracts, including
the recognition and measurement of premium revenue and claims liabilities.
This statement also requires expanded disclosures about financial guarantee
insurance contracts. SFAS No. 163 is effective for fiscal years beginning
on or after December 15, 2008, and interim periods within those years. SFAS
No. 163 has no effect on the Company's financial position, statements of
operations, or cash flows at this time.
16
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 4T. Controls and Procedures
Evaluation of disclosure controls and procedures
- ------------------------------------------------
Management is responsible for establishing and maintaining adequate internal
control over financial reporting and for the assessment of the effectiveness
of those internal controls. As defined by the SEC, internal control over
financial reporting is a process designed by our principal executive
officer/principal financial officer, who is also the sole member of our Board
of Directors, to provide reasonable assurance regarding the reliability of
financial reporting and the reparation of the financial statements in
accordance with U. S. generally accepted accounting principles.
As of the end of the period covered by this report, we initially carried out
an evaluation, under the supervision and with the participation of our chief
executive officer (who is also our principal financial and accounting officer),
of the effectiveness of the design and operation of our disclosure controls
and procedures. Based on this evaluation, our chief executive officer and
chief financial officer initially concluded that our disclosure controls and
procedures were not effective.
Management's Report On Internal Control Over Financial Reporting
- ----------------------------------------------------------------
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over financial
reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company's principal executive and principal financial
officers and effected by the company's board of directors, management and
other personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures that:
- - Pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of the
company;
- - Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America and that
receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and
- - Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the company's assets that
could have a material effect on the financial statements.
17
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate. All internal
control systems, no matter how well designed, have inherent limitations.
Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and
presentation. Because of the inherent limitations of internal control, there
is a risk that material misstatements may not be prevented or detected on a
timely basis by internal control over financial reporting. However, these
inherent limitations are known features of the financial reporting process.
Therefore, it is possible to design into the process safeguards to reduce,
though not eliminate, this risk.
As of June 30, 2009 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based
on that evaluation, they concluded that, during the period covered by this
report, such internal controls and procedures were not effective to detect
the inappropriate application of US GAAP rules as more fully described below.
This was due to deficiencies that existed in the design or operation of our
internal controls over financial reporting that adversely affected our
internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public
Company Accounting Oversight Board were: (1) lack of a functioning audit
committee due to a lack of a majority of independent members and a lack of a
majority of outside directors on our board of directors, resulting in
ineffective oversight in the establishment and monitoring of required internal
controls and procedures; (2) inadequate segregation of duties consistent with
control objectives; and (3) ineffective controls over period end financial
disclosure and reporting processes. The aforementioned material weaknesses
were identified by our Chief Executive Officer in connection with the review
of our financial statements as of June 30, 2009.
Management believes that the material weaknesses set forth in items (2) and
(3) above did not have an effect on our financial results. However,
management believes that the lack of a functioning audit committee and the
lack of a majority of outside directors on our board of directors results in
ineffective oversight in the establishment and monitoring of required internal
controls and procedures, which could result in a material misstatement in our
financial statements in future periods.
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Management's Remediation Initiatives
- ------------------------------------
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
We will create a position to segregate duties consistent with control
objectives and will increase our personnel resources and technical accounting
expertise within the accounting function when funds are available to us.
And, we plan to appoint one or more outside directors to our board of
directors who shall be appointed to an audit committee resulting in a fully
functioning audit committee who will undertake the oversight in the
establishment and monitoring of required internal controls and procedures
such as reviewing and approving estimates and assumptions made by management
when funds are available to us.
Management believes that the appointment of one or more outside directors,
who shall be appointed to a fully functioning audit committee, will remedy
the lack of a functioning audit committee and a lack of a majority of outside
directors on our Board.
We anticipate that these initiatives will be at least partially, if not
fully, implemented by December 31, 2009. Additionally, we plan to test our
updated controls and remediate our deficiencies by December 31, 2009.
Changes in internal controls over financial reporting
- -----------------------------------------------------
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
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PART II. OTHER INFORMATION
Item 1 -- Legal Proceedings
From time to time, we may become involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in
these or other matters may arise from time to time that may harm our
business.
We are not presently a party to any material litigation, nor to the knowledge
of management is any litigation threatened against us, which may materially
affect us.
Item 1A - Risk Factors
See Risk Factors set forth in Part I, Item 1A of the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 2008 and the discussion
in Item 1, above, under " Liquidity and Capital Resources."
Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3 -- Defaults Upon Senior Securities
None.
Item 4 -- Submission of Matters to a Vote of Security Holders
None.
Item 5 -- Other Information
The Company's mailing address and business address have been changed from
14055 Tahiti Way, Unit 305, Marina del Rey, CA 90292 to 2749 Kingclaven,
Henderson, NV 89044, effective July 20, 2009. The Company's new telephone
number is: (702) 416-1004.
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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
- -------------------------------------------------------------------------------
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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: July 20, 2009 By: /s/ Ed DeStefano
------------- ----------------------------------------------
Ed DeStefano
Title: President, Chief Executive
Officer, Chief Financial Officer,
Secretary and Director (Principal
Executive, Financial, and Accounting
Officer)
22