UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2010
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 000-53049
RESHOOT PRODUCTION COMPANY
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(Exact name of registrant as specified in its charter)
Nevada 26-1665960
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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 April 29, 2010, the registrant's outstanding common stock consisted
of 766,667 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 March 31, 2010
Part I. Financial Information
Page
Item 1. Financial Statements
Condensed Balance Sheets as of March 31, 2010
and December 31, 2009 3
Condensed Statements of Operations for the three months ended
March 31, 2010 and 2009 4
Condensed Statements of Cash Flows for the three months ended
March 31, 2010 and 2009 5
Notes to the Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 20
Item 4T. Controls and Procedures 20
Part II Other Information
Item 1. Legal Proceedings 22
Item 1A. Risk Factors 22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 22
Item 3 -- Defaults Upon Senior Securities 22
Item 4 -- Submission of Matters to a Vote of Security Holders 22
Item 5 -- Other Information 22
Item 6. Exhibits 23
Signatures 24
2
Part I. Financial Information
Item 1. Financial Statements
Reshoot Production Company
(A Development Stage Company)
Condensed Balance Sheets
March 31,
2010 December 31,
(Unaudited) 2009
------------- ------------
ASSETS
Current assets:
Cash and equivalents $ - $ -
------------- ------------
Total current assets - -
------------- ------------
TOTAL ASSETS $ - $ -
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ - $ 1,250
------------- ------------
Total liabilities - 1,250
------------- ------------
Stockholders' equity:
Preferred stock; $0.001 par value;
5,000,000 shares authorized, none
issued or outstanding - -
Common stock, $0.001 par value; 70,000,000
shares authorized; 766,667, 766,667
issued and outstanding as of 3/31/10 and
12/31/09, respectively 767 767
Additional paid-in capital 31,808 25,133
(Deficit) accumulated during development
stage (32,575) (27,150)
------------- ------------
Total stockholders' equity - (1,250)
------------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ -
============= ============
The accompanying notes are an integral part of these financial statements.
3
Reshoot Production Company
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
For the three
For the three months ending October 31, 2007
months ending March 31, (Inception) to
March 31, 2009 March 31,
2010 (Restated) 2010
------------- ------------- ----------------
Revenue $ - $ - $ -
------------- ------------- ----------------
Expenses:
General & administrative 5,425 3,075 32,575
------------- ------------- ----------------
Total expenses 5,425 3,075 32,575
------------- ------------- ----------------
Net (loss) before
income taxes (5,425) (3,075) (32,575)
Income tax expense - - -
------------- ------------- ----------------
Net (loss) $ (5,425) $ (3,075) $ (32,575)
============= ============= ================
Net (loss) per share $ (0.00) $ (0.00)
============= =============
Weighted average number of
common shares outstanding 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)
Condensed Statements of Cash Flows
(Unaudited)
For the three
For the three months ending October 31, 2007
months ending March 31, (Inception) to
March 31, 2009 March 31,
2010 (Restated) 2010
------------- ------------- ----------------
OPERATING ACTIVITIES
Net (loss) $ (5,425) $ (3,075) $ (32,575)
Adjustments to reconcile
net loss to net cash
provided (used) by
operating activities:
(Increase) in prepaid
expenses - (3,000) -
(Decrease) in accounts
payable (1,250) (925) -
------------- ------------- ----------------
Net cash (used) by
operating activities (6,675) (7,000) (32,575)
------------- ------------- ----------------
FINANCING ACTIVITIES
Contributed capital 6,675 7,000 32,575
------------- ------------- ----------------
Net cash provided by
financing activities 6,675 7,000 32,575
------------- ------------- ----------------
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 the Condensed Financial Statements
March 31, 2010
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at March 31, 2010 and for
all periods presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted. It
is suggested that these condensed financial statements be read in conjunction
with the financial statements and notes thereto included in the Company's
December 31, 2009 audited financial statements. The results of operations
for the periods ended March 31, 2010 and 2009 are not necessarily
indicative of the operating results for the full year.
NOTE 2 - GOING CONCERN
These condensed 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 of March 31, 2010,
the Company has not recognized any revenues and has accumulated operating
losses of approximately $(32,575) since inception. The Company's ability to
continue as a going concern is contingent upon the successful completion of
additional financing arrangements and its ability to achieve and maintain
profitable operations. Management plans to raise equity capital to finance
the operating and capital requirements of the Company. Amounts raised will
be used to further development of the Company's products, to provide
financing for marketing and promotion, to secure additional property and
equipment, and for other working capital purposes. While the Company is
putting forth its best efforts to achieve the above plans, there is no
assurance that any such activity will generate funds that will be available
for operations.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments that might arise from this uncertainty.
6
Reshoot Production Company
(A Development Stage Company)
Notes to the Condensed Financial Statements
March 31, 2010
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
NOTE 4 - CONCENTRATION OF CREDIT RISK
Cash Balances
- -------------
The Company maintains its cash in financial institutions in the United
States. Balances maintained in the United States are insured by the Federal
Deposit Insurance Corporation (FDIC). This government corporation insured
balances up to $100,000 through October 13, 2008. As of October 14, 2008
all non-interest bearing transaction deposit accounts at an FDIC-insured
institution, including all business checking deposit accounts that do not
earn interest, are fully insured for the entire amount in the deposit
account. This unlimited insurance coverage was temporary and remained in
effect for participating institutions until December 31, 2009. All other
deposit accounts at FDIC-insured institutions are insured up to at least
$250,000 per depositor until December 31, 2013.
7
Reshoot Production Company
(A Development Stage Company)
Notes to the Condensed Financial Statements
March 31, 2010
NOTE 5 - RESTATEMENT
Due to an accounting error, the Company has restated its financial
statements as of and for the quarter ended March 31, 2009 to reflect a
correction to an expense of $575 for a transfer agent fee that was not
previously recorded, resulting in an understatement of general &
administrative expenses for the three month period of $575. The
Company's summarized financial statements comparing the restated
financial statements to those originally filed are as follows:
For the three
months ended
March 31, 2009
-----------------
Original Restated Change
-------- -------- --------
STATEMENT OF OPERATIONS
EXPENSES:
General & Administrative 2,500 3,075 (575)
-------- -------- --------
Total expenses 2,500 3,075 (575)
-------- -------- --------
Net (loss) before
income taxes (2,500) (3,075) 575
Income tax expense - - -
-------- -------- --------
Net (loss) $(2,500) $(3,075) $ 575
======== ======== ========
8
Reshoot Production Company
(A Development Stage Company)
Notes to the Condensed Financial Statements
March 31, 2010
NOTE 5 - RESTATEMENT (Continued)
For the three
months ended
March 31, 2009
-----------------
Original Restated Change
-------- -------- --------
STATEMENT OF CASH FLOWS
OPERATING ACTIVITIES
Net (loss) $(2,500) $(3,075) $ 575
Adjustments to reconcile
net loss to net cash
provided (used) by
operating activities:
(Increase) in prepaid
expenses (3,000) (3,000) -
(Decrease) in accounts
payable (1,500) (925) (575)
-------- -------- --------
Net cash (used) by
operating activities (7,000) (7,000) -
-------- -------- --------
FINANCING ACTIVITIES
Contributed capital 7,000 7,000 -
-------- -------- --------
Net cash provided by
financing activities 7,000 7,000 -
-------- -------- --------
Net increase (decrease)
in cash - - -
Cash - beginning - - -
-------- -------- --------
Cash - ending $ - $ - $ -
======== ======== ========
NOTE 6 - SUBSEQUENT EVENTS
None. The Company has evaluated subsequent events through April 26, 2010,
the date which the financial statements were available to be issued.
9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 2. - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-Looking Information
The Company may from time to time make written or oral "forward-looking
statements" including statements contained in this report and in other
communications by the Company, which are made in good faith by the Company
pursuant to the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995.
These forward-looking statements include statements of the Company's plans,
objectives, expectations, estimates and intentions, which are subject to change
based on various important factors (some of which are beyond the Company's
control). The following factors, in addition to others not listed, could cause
the Company's actual results to differ materially from those expressed in
forward looking statements: the strength of the domestic and local economies in
which the Company conducts operations, the impact of current uncertainties in
global economic conditions and the ongoing financial crisis affecting the
domestic and foreign banking system and financial markets, including the impact
on the Company's suppliers and customers, changes in client needs and consumer
spending habits, the impact of competition and technological change on the
Company, the Company's ability to manage its growth effectively, including its
ability to successfully integrate any business which it might acquire, and
currency fluctuations. All forward-looking statements in this report are based
upon information available to the Company on the date of this report. The
Company undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future
events, or otherwise, except as required by law.
Critical Accounting Policies
- ----------------------------
There have been no material changes to our critical accounting policies and
estimates from the information provided in Item 7, "Management's Discussion
and Analysis of Financial Condition and Results of Operations", included in
our Annual Report for the fiscal year ended December 31, 2009.
10
Results of Operations
- ---------------------
Overview of Current Operations
- ------------------------------
The Company was organized October 31, 2007 (Date of Inception) under the laws
of the State of Nevada, as Reshoot Production Company The Company was
incorporated as a subsidiary of Reshoot & Edit, a Nevada corporation.
Reshoot Production Company Business Plan
- ----------------------------------------
Management of the Company has been attempting to identify a movie production
opportunity and other opportunities and strategies for the Company. The
Company seeks 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.
11
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
- ------------
If 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.
12
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.
13
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 March 31, 2010
- ----------------------------------------------------------
During the three month period ended March 31, 2010, 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 March 31, 2010, the
Company generated no revenues. During the three months ended March 31, 2010,
the Company had expenses of $5,425 as compared to expenses of $3,075 for the
same period last year. These expenses represented audit fees to keep the
Company full reporting and transfer agent fees. Since the Company's
inception, on October 31, 2007, the Company experienced a net lost $(32,575).
14
Revenues
- --------
The Company has generated no revenues since its inception. As of
March 31, 2010, the Company had an accumulated deficit of $(32,575).
There can be no assurances that the Company can achieve or sustain
profitability or that the Company's operating losses will not increase
in the future.
Plan of Operation
- -----------------
Management does not believe that the Company will be able to generate any
significant profit during the coming year. Management has agreed to keep the
Company funded at its own expense, without seeking reimbursement for expenses
paid. In the event the Company requires additional funds, the Company will
have to seek loans or equity placements to cover such cash needs. There are no
assurances additional capital will be available to the Company on acceptable
terms.
Management is currently exploring various business strategies to help the
Company's business. This includes evaluating various options and strategies.
In analyzing prospective businesses opportunities, management will consider, to
the extent applicable, the available technical, financial and managerial
resources of any given business venture. Management will also consider the
potential for growth and expansion; the likelihood of sustaining a profit
within given time frames; the perceived public recognition or acceptance of
products, services, trade or service marks; name identification; and other
relevant factors.
The Company anticipates that the results of operations of a specific business
venture may not necessarily be indicative of the potential for future earnings,
which may be impacted by a change in marketing strategies, business expansion,
modifying product emphasis, changing or substantially augmenting management,
and other factors. Management will analyze all relevant factors and make a
determination based on a composite of available information, without reliance
on any single factor.
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.
15
Future funding could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or
amortization expenses related to goodwill and other intangible assets, which
could materially adversely affect the Company's business, results of
operations and financial condition. Any future acquisitions of other
businesses, technologies, services or product(s) might require the Company to
obtain additional equity or debt financing, which might not be available on
terms favorable to the Company, or at all, and such financing, if available,
might be dilutive.
Going Concern
- -------------
Our independent auditors included an explanatory paragraph in their report on
the accompanying financial statements regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional
note disclosures describing the circumstances that lead to this disclosure by
our independent auditors.
Summary of any product research and development that we will perform for the
term of our plan of operation.
- -----------------------------------------------------------------------------
We do not anticipate performing any additional significant product research
and development under our current plan of operation.
Expected purchase or sale of plant and significant equipment.
- -------------------------------------------------------------
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 March 31, 2010, 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 has no current assets and no current liabilities. The Company
is authorized to issue 70,000,000 shares of its $0.001 par value common
stock and 5,000,000 shares of its $0.001 par value preferred stock.
As of April 29, 2010, the Company has 766,667 shares of common stock
issued and outstanding.
16
The Company has limited financial resources available, which has had an
adverse impact on the Company's liquidity, activities and operations.
These limitations have adversely affected the Company's ability to obtain
certain projects and pursue additional business. Without realization of
additional capital, it would be unlikely for the Company to continue as a
going concern. In order for the Company to remain a Going Concern it will
need to find additional capital. Additional working capital may be sought
through additional debt or equity private placements, additional notes
payable to banks or related parties (officers, directors or stockholders),
or from other available funding sources at market rates of interest, or a
combination of these. The ability to raise necessary financing will depend
on many factors, including the nature and prospects of any business to be
acquired and the economic and market conditions prevailing at the time
financing is sought. No assurances can be given that any necessary financing
can be obtained on terms favorable to the Company, or at all.
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 nine months ended March 31, 2010.
No officer or director received stock options or other non-cash compensation
since the Company's inception through March 31, 2010. The Company has no
employment agreements in place with its officers. Nor does the Company owe its
officers any accrued compensation, as the Officers agreed to work for company
at no cost, until the company can become profitable on a consistent Quarter-to-
Quarter basis.
Off-Balance Sheet Arrangements
- ------------------------------
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results or operations, liquidity,
capital expenditures or capital resources that is material to investors.
Critical Accounting Policies and Estimates
- ------------------------------------------
Revenue Recognition: We recognize revenue from product sales once all of the
following criteria for revenue recognition have been met: pervasive evidence
that an agreement exists; the services have been rendered; the fee is fixed
and determinable and not subject to refund or adjustment; and collection of
the amount due is reasonable assured.
17
New Accounting Standards
- ------------------------
In January 2010, the FASB issued Accounting Standards Update 2010-02,
Consolidation (Topic 810): Accounting and Reporting for Decreases in
Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does
not change, the scope of current US GAAP. It clarifies the decrease in
ownership provisions of Subtopic 810-10 and removes the potential conflict
between guidance in that Subtopic and asset derecognition and gain or loss
recognition guidance that may exist in other US GAAP. An entity will be
required to follow the amended guidance beginning in the period that it first
adopts FAS 160 (now included in Subtopic 810-10). For those entities that
have already adopted FAS 160, the amendments are effective at the beginning
of the first interim or annual reporting period ending on or after December
15, 2009. The amendments should be applied retrospectively to the first
period that an entity adopted FAS 160. The Company does not expect the
provisions of ASU 2010-02 to have a material effect on the financial
position, results of operations or cash flows of the Company.
In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity
(Topic 505): Accounting for Distributions to Shareholders with Components of
Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This
amendment to Topic 505 clarifies the stock portion of a distribution to
shareholders that allows them to elect to receive cash or stock with a limit
on the amount of cash that will be distributed is not a stock dividend for
purposes of applying Topics 505 and 260. Effective for interim and annual
periods ending on or after December 15, 2009, and would be applied on a
retrospective basis. The Company does not expect the provisions of ASU
2010-01 to have a material effect on the financial position, results of
operations or cash flows of the Company.
In December 2009, the FASB issued Accounting Standards Update 2009-17,
Consolidations (Topic 810): Improvements to Financial Reporting by
Enterprises Involved with Variable Interest Entities. This Accounting
Standards Update amends the FASB Accounting Standards Codification for
Statement 167. (See FAS 167 effective date below)
In December 2009, the FASB issued Accounting Standards Update 2009-16,
Transfers and Servicing (Topic 860): Accounting for Transfers of Financial
Assets. This Accounting Standards Update amends the FASB Accounting
Standards Codification for Statement 166. (See FAS 166 effective date below)
In October 2009, the FASB issued Accounting Standards Update 2009-15,
Accounting for Own-Share Lending Arrangements in Contemplation of Convertible
Debt Issuance or Other Financing. This Accounting Standards Update amends
the FASB Accounting Standard Codification for EITF 09-1. (See EITF 09-1
effective date below)
18
In October 2009, the FASB issued Accounting Standards Update 2009-14,
Software (Topic 985): Certain Revenue Arrangements That Include Software
Elements. This update changed the accounting model for revenue arrangements
that include both tangible products and software elements. Effective
prospectively for revenue arrangements entered into or materially modified in
fiscal years beginning on or after June 15, 2010. Early adoption is
permitted. The Company does not expect the provisions of ASU 2009-14 to have
a material effect on the financial position, results of operations or cash
flows of the Company.
In October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue
Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This
update addressed the accounting for multiple-deliverable arrangements to
enable vendors to account for products or services (deliverables) separately
rather than a combined unit and will be separated in more circumstances that
under existing US GAAP. This amendment has eliminated that residual method
of allocation. Effective prospectively for revenue arrangements entered into
or materially modified in fiscal years beginning on or after June 15, 2010.
Early adoption is permitted. The Company does not expect the provisions of
ASU 2009-13 to have a material effect on the financial position, results of
operations or cash flows of the Company.
In September 2009, the FASB issued Accounting Standards Update 2009-12, Fair
Value Measurements and Disclosures (Topic 820): Investments in Certain
Entities That Calculate Net Asset Value per Share (or Its Equivalent). This
update provides amendments to Topic 820 for the fair value measurement of
investments in certain entities that calculate net asset value per share (or
its equivalent). It is effective for interim and annual periods ending after
December 15, 2009. Early application is permitted in financial statements
for earlier interim and annual periods that have not been issued. The Company
does not expect the provisions of ASU 2009-12 to have a material effect on
the financial position, results of operations or cash flows of the Company.
19
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 4T. Controls and Procedures
(a) Evaluation of Internal Controls and Procedures
Management is committed to maintaining disclosure controls and procedures that
are designed to ensure that information required to be disclosed in its
Exchange Act reports is recorded, processed, summarized, and reported within
the time periods specified in the U.S. Securities and Exchange Commission's
rules and forms, and that such information is accumulated and communicated to
its management, including its Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required
disclosure.
As required by Rule 13a-15(b) of the Exchange Act, we must carry out an
evaluation of the effectiveness of our disclosure controls and procedures as of
the end of each fiscal quarter, under the supervision and with the
participation of its management, including its Chief Executive Officer and the
Chief 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.
Management, including the chief executive officer and chief financial officer,
does not expect that the Company's disclosure controls and internal controls
will prevent all error and all fraud. Because of its inherent limitations, a
system of internal control over financial reporting can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met and may not prevent or detect misstatements. Further, over time,
control may become inadequate because of changes in conditions or the degree of
compliance with the policies or procedures may deteriorate.
With the participation of the chief executive officer and chief financial
officer, our management evaluated the effectiveness of the Company's internal
control over financial reporting as of March 31, 2010 based upon the framework
in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on the assessment
performed using the criteria established by COSO, management has concluded that
the Company maintained ineffective internal control over financial reporting in
the following areas:
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
20
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
March 31, 2010.
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.
This amended quarterly report does not include an attestation report of the
Corporation's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Corporation's registered public accounting firm pursuant to temporary rules of
the SEC that permit the Corporation to provide only the management's report in
this quarterly report.
(b) 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.
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.
(c) Changes in internal controls over financial reporting
- ----------------------------------------------------------
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
21
PART II. OTHER INFORMATION
Item 1 -- Legal Proceedings
From time to time, we may become involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in
these or other matters may arise from time to time that may harm our
business.
We are not presently a party to any material litigation, nor to the knowledge
of management is any litigation threatened against us, which may materially
affect us.
Item 1A - Risk Factors
See Risk Factors set forth in Part I, Item 1A of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2009 and the discussion in
Item 1, above, under " Liquidity and Capital Resources."
Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3 -- Defaults Upon Senior Securities
None.
Item 4 -- Submission of Matters to a Vote of Security Holders
None.
Item 5 -- Other Information
None.
22
Item 6 -- Exhibits
Filed Period Filing
Exhibit Exhibit Description herewith Form ending Exhibit date
- -------------------------------------------------------------------------------
3.1 Articles of Incorporation, SB-2 3.1 01/07/2008
as currently in effect
- -------------------------------------------------------------------------------
3.2 Bylaws SB-2 3.2 01/07/2008
as currently in effect
- -------------------------------------------------------------------------------
10.1 Option Purchase Agreement SB-2 10.1 01/07/2008
dated Dec. 17, 2007 between
Reshoot Production Company and
Braverman Productions, Inc.
- -------------------------------------------------------------------------------
31.1 Certification of President X
and Principal Financial
Officer, pursuant to Section
302 of the Sarbanes-Oxley
Act
- -------------------------------------------------------------------------------
32.1 Certification of President X
and Principal Financial
Officer, pursuant to Section
906 of the Sarbanes-Oxley
Act
- -------------------------------------------------------------------------------
23
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Reshoot Production Company
--------------------------
Registrant
Date: April 29, 2010 By: /s/ Ed DeStefano
-------------- -------------------------------------------
Ed DeStefano
Title: President, Chief Executive
Officer, Chief Financial Officer,
Secretary and Director (Principal
Executive, Financial, and Accounting
Officer)
24