Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2010
[ ] 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
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 26-1665960
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
315 East New Market Road, Immokalee, FL 34142
------------------------------------------------------
(Address of principal executive offices)(Zip Code)
Issuer's telephone number, including area code: (239) 657-4421
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No
Indicate by checkmark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 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 checkmark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
Indicate by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer," and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
[ ] Large accelerated filer [ ] Accelerated filer
[ ] Non-accelerated filer [X] Smaller reporting company
(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]
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently
completed second fiscal quarter:
The aggregate market value of the Company's common shares of voting stock
held by non-affiliates of the Company at April 5, 2011, computed by
reference to the $0.99 per-share price quoted on the OTC-BB was $5,478,024.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date:
As of April 5, 2011, the registrant's outstanding common stock consisted
of 47,033,358 shares, $0.001 Par Value. Authorized - 70,000,000 common
voting shares.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
INDEX
Title Page
ITEM 1. BUSINESS 5
ITEM 2. PROPERTIES 17
ITEM 3. LEGAL PROCEEDINGS 18
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 18
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 20
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF 21
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 25
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 26
ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES 26
ITEM 10. DIRECTOR, EXECUTIVE OFFICER AND CORPORATE GOVERNANCE 29
ITEM 11. EXECUTIVE COMPENSATION 33
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, 35
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 36
AND DIRECTOR INDEPENDENCE
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 37
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 38
2
FORWARD-LOOKING STATEMENTS
This document contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. All statements other
than statements of historical fact are "forward-looking statements" for
purposes of federal and state securities laws, including, but not limited to,
any projections of earnings, revenue or other financial items; any statements
of the plans, strategies and objections of management for future operations;
any statements concerning proposed new services or developments; any
statements regarding future economic conditions or performance; any
statements or belief; and any statements of assumptions underlying any of
the foregoing.
Forward-looking statements may include the words "may", "could", "estimate",
"intend", "continue", "believe", "expect" or "anticipate" or other similar
words. These forward-looking statements present our estimates and assumptions
only as of the date of this report. Accordingly, readers are cautioned not to
place undue reliance on forward-looking statements, which speak only as of the
dates on which they are made. We do not undertake to update forward-looking
statements to reflect the impact of circumstances or events that arise after
the dates they are made. You should, however, consult further disclosures we
make in future filings of our Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K.
Although we believe that the expectations reflected in any of our forward-
looking statements are reasonable, actual results could differ materially from
those projected or assumed in any of our forward-looking statements. Our future
financial condition and results of operations, as well as any forward-looking
statements, are subject to change and inherent risks and uncertainties. The
factors impacting these risks and uncertainties include, but are not limited
to:
o inability to raise additional financing for working capital and product
development;
o inability to grow peppers, cucumbers and tomatoes;
o deterioration in general or regional economic, market, weather and political
conditions;
o the fact that our accounting policies and methods are fundamental to how we
report our financial condition and results of operations, and they may
require management to make estimates about matters that are inherently
uncertain;
o adverse state or federal legislation or regulation that increases the costs
of compliance, or adverse findings by a regulator with respect to existing
operations;
o changes in U.S. GAAP or in the legal, regulatory and legislative
environments in the markets in which we operate;
3
o inability to efficiently manage our operations;
o inability to achieve future operating results;
o our ability to recruit and hire key employees;
o the inability of management to effectively implement our strategies and
business plans; and
o the other risks and uncertainties detailed in this report.
In this form 10-K references to "Reshoot Production Company", "the Company",
"we", "us", and "our" refer to Reshoot Production Company.
AVAILABLE INFORMATION
We file annual, quarterly and special reports and other information with the
SEC. You can read these SEC filings and reports over the Internet at the SEC's
website at www.sec.gov. You can also obtain copies of the documents at
prescribed rates by writing to the Public Reference Section of the SEC at 100 F
Street, NE, Washington, DC 20549 on official business days between the hours of
10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for further
information on the operations of the public reference facilities. We will
provide a copy of our annual report to security holders, including audited
financial statements, at no charge upon receipt to of a written request to us
at Reshoot Production Company, 315 East New Market Road, Immokalee, FL 34142.
4
PART I
ITEM 1. BUSINESS
History and Organization
------------------------
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.
Our Business
------------
Reshoot Production Company works with experienced growers throughout the
world that have a history of growing first quality fresh produce. The
Company's business focuses on the production and distribution of organic
cucumbers, tomatoes, and peppers.
Additionally, Reshoot Productions plans to utilize greenhouse technology that
manages weather related risks. Management believes that organic grown
products are: 1) better for a person's health; 2) the products have improved
taste and quality; and 3) are socially responsible.
Management will seek capital to finance protected environment farms
(greenhouses) to grow certified organic produce that will be distributed by
LFC Enterprises.
At this time, the Company owns no farms, the Company plans to contract with
farms will grow produce with the goal of meeting USDA certified organic
standards, with the goal of selling the produce for the same price as non-
organic (conventional) comparables. A percentage of the produce grown may be
transitional organic for several years while the soil is converted to meet
USDA organic standards. Transitional organic produce is grown in a manner
that meets USDA organic standards, on soil that is required to be farmed in
an organic manner for at least three years prior to obtaining full organic
certification.
In August, 2010, the Company launched its Students Produce Program, selling
and donating over 20,000 apples at the Los Angeles City Hall Farmers Market
in less than 4 hours, raising money to benefit homeless students in the LA
area. Reshoot is a donor to School On Wheels, a provider of tutoring and
materials to homeless students since 1993.
The Student Product program will offer supermarkets fresh fruits and
vegetables and will donate 50% of the audited profits to organizations that
meet the needs of homeless students.
5
The Organic Food Industry
-------------------------
According to the Organic Trade Association, organic food sales have grown at
an estimated 20% annual rate since 1990. The Organic Trade Association
("OTA") is a membership-based business association that focuses on the
organic business community in North America located in Greenfield, MA. A
March 9, 2006 article published by "Reuters Food Summit" (an internet service
of the Reuters Foundation), indicates that a key sign that organic foods are
gaining mainstream acceptance is that Wal-Mart Stores, Inc., is now in the
process of doubling its offering of organic foods in its stores.
According to OTA, the global market for organic food and drink reached $23
billion in 2002. Increasing demand in North America helped fuel the 10.1
percent increase, as North America overtook Europe as the largest market for
organic food and drink. The OTA predicts continued growth for the global
organic food industry, although at slower rates.
Industry Statistics and Projected Growth
----------------------------------------
Domestic sales of organic food and beverages have grown from $1 billion in
1990 to an estimated $20 billion in 2010, and are projected to reach nearly
$23 billion in 2011. Organic food sales are anticipated to increase an
average of 18 percent each year from 2007 to 2010. (Source: 2007 OTA
Manufacturer Survey) This representing approximately 2.8 percent of overall
food and beverage sales in 2006, this continues to be a fast growing sector,
growing 20.9 percent in 2006. (Source: 2007 OTA Manufacturer Survey)
According to the National Restaurant Association's 2007 Restaurant Industry
Forecast, chefs ranked organic food as third on a list of the top 20 items
for 2007. Also, more than half of fine-dining operators who serve organic
food anticipated these items would represent a larger portion of sales in
2010. In addition, casual-and family-dining operators expected organic items
to represent a larger proportion of their sales in 2010. (Source: National
Restaurant Association's 2007 Restaurant Industry Forecast).
The Organic and Natural Foods Consumer
--------------------------------------
Research released in 2008 by The Natural Marketing Institute ("NMI") reveals
that consumers are increasingly incorporating organic into their lifestyles.
Total household penetration across six product categories has risen from 57
percent in 2006 to 59 percent in 2007. The research also showed that the
number of core users has increased from 16 percent in 2006 to 18 percent in
2007. (Source: http://www.nmisolutions.com/, 2008)
6
According to findings published by The Hartman Group in 2008, over two-thirds
(69 percent) of U.S. adult consumers buy organic products at least
occasionally. Furthermore, about 28 percent of organic consumers (about 19
percent of adults) are weekly organic users. Organic categories that
continue to be of high interest to consumers are dairy, fruit and vegetables,
prepared foods, meats, breads and juices, according to the report. (Source:
The Hartman Group, The Many Faces of Organic 2008, Summer 2008.)
Consumers choose to buy organic for a wide variety of reasons. Among the
most commonly cited of these reasons are related to health and the
environment. According to the "Hartman Report on Sustainability:
Understanding the Consumer Perspective," sustainability-minded customers:
o are twice as likely to think it is important that they buy environmentally
friendly products
o are seven times as likely to perceive buying organically grown food
whenever possible as important
o are twice as likely to think that purchases have an impact on society.
(Source: Laurie Demeritt, "Consumer Understanding of Sustainability," in
Organic Processing Magazine, May/June 2008.)
Primary reasons given for buying organic products by participants in The
Hartman Group survey, Organic 2006: Consumer Attitudes & Behavior, Five
Years Later & Into the Future:
o To avoid products that rely on pesticides or other chemicals
o To avoid products that rely on antibiotics or growth hormones
o For nutritional needs
o To support the environment
o To avoid genetically modified products
o Health reasons other than allergies
o They taste better
o To support sustainable agriculture.
(Source: The Hartman Group, Organic 2006: Consumer Attitudes & Behavior,
Five Years Later & Into the Future.)
Research conducted by the Natural Marketing Institute ("NMI") found that the
top three reasons prompting consumers to begin using organic products are:
o These products are better for them and their families
o They promote overall health, and
o They enable consumers to avoid additives, pesticides, and toxins.
Additional NMI studies found that twenty-eight percent of "general population
consumers" indicate that they would like to purchase organic foods at
restaurants. This number jumps to 76 percent among consumers that are most
dedicated to organic. (Source: Maryellen Molyneaux "Consumer Pathways and
Barriers to Usage for Organic Products," in Organic Processing Magazine,
Jan/Feb 2008.
7
Competition
-----------
As the Company develops its business plan to grow organic vegetables, it will
face competition from many other businesses who sell similar products. The
organic vegetable industry is intensely competitive with respect to price,
location and food quality, and there are many well-established competitors
with substantially greater financial and other resources than Reshoot
Production Co. The organic consumer market for vegetables is often impacted
by changes in the taste and eating habits of the public, economic and
political conditions affecting spending habits, population and traffic
patterns. The principal bases of competition in the industry are the quality
and price of the food products offered.
There is no assurance that the Company will be able to compete successfully
against present or future competitors or that competitive pressures faced by
the Company will not have a material adverse effect on the Company.
Reshoot Production Company's Funding Requirements
-------------------------------------------------
We do not have sufficient capital to build greenhouses. Management
anticipates the Company will require at least $2,000,000 to build the
greenhouses it needs. There is no assurance that we will have revenue in the
future or that we will be able to secure the necessary funding to develop our
business. Without additional funding, it is most likely that our business
model will fail, and we shall be forced to cease operations.
Future funding could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or
amortization expenses related to goodwill and other intangible assets, which
could materially adversely affect the Company's business, results of
operations and financial condition. Any future acquisitions of other
businesses, technologies, services or product(s) might require the Company to
obtain additional equity or debt financing, which might not be available on
terms favorable to the Company, or at all, and such financing, if available,
might be dilutive.
Patent, Trademark, License and Franchise Restrictions and Contractual
Obligations and Concessions
---------------------------------------------------------------------
We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts.
We will assess the need for any copyright, trademark or patent applications
on an ongoing basis.
8
Research and Development Activities and Costs
---------------------------------------------
Reshoot Production Company did not incur any research and development costs
for the years ended December 31, 2010 and 2009, and has no plans to undertake
any research and development activities during the next year of operations.
Compliance With Environmental Laws
----------------------------------
We are not aware of any environmental laws that have been enacted, nor are we
aware of any such laws being contemplated for the future, that impact issues
specific to our business.
Employees
---------
We have no full time employees at this time. All functions including
development, strategy, negotiations and clerical work is being provided by
our officers on a voluntary basis, without compensation.
9
Item 1A. Risk Factors.
Risk Factors Relating to Our Company
------------------------------------
1. SINCE WE ARE A DEVELOPMENT COMPANY, AND WE HAVE NOT GENERATED ANY
REVENUES, THERE ARE NO ASSURANCE THAT OUR BUSINESS PLAN WILL EVER BE
SUCCESSFUL.
Our company was incorporated on October 31, 2007, we are a spin off of
Reshoot & Edit. We have realized no revenues. We have no solid operating
history upon which an evaluation of our future prospects can be made. Based
upon current plans, we expect to incur operating losses in future periods as
we incur significant expenses associated with the initial startup of our
business. Further, there are no assurances that we will be successful in
realizing revenues or in achieving or sustaining positive cash flow at any
time in the future. Any such failure could result in the possible closure of
our business or force us to seek additional capital through loans or
additional sales of our equity securities to continue business operations,
which would dilute the value of any shares you purchase in this distribution.
2. IF OUR BUSINESS PLAN IS NOT SUCCESSFUL, WE MAY NOT BE ABLE TO CONTINUE
OPERATIONS AS A GOING CONCERN AND OUR STOCKHOLDERS MAY LOSE THEIR ENTIRE
INVESTMENT IN US.
As discussed in the Notes to Financial Statements included in this annual
report, at December 31, 2010 we had $3,245 in cash, current liabilities of
$42,787 and stockholders' equity deficit of approximately $(39,542). In
addition, we had a net loss of approximately $(164,117) for the period
October 31, 2007 (inception) to December 31, 2010.
These factors raise substantial doubt that we will be able to continue
operations as a going concern, and our independent auditors included an
explanatory paragraph regarding this uncertainty in their report on our
financial statements for the period October 31, 2007 (inception) to December
31, 2010. Our ability to continue as a going concern is dependent upon our
generating cash flow sufficient to fund operations and reducing operating
expenses. Our business plans may not be successful in addressing these
issues. If we cannot continue as a going concern, our stockholders may lose
their entire investment in us.
10
3. WE EXPECT LOSSES IN THE FUTURE BECAUSE WE HAVE GENERATED NO REVENUE.
We have generated no revenues, we are expect losses over the next eighteen
(18) to twenty-four (24) months since we have no revenues to offset the
expenses associated in executing our business plan. We cannot guarantee that
we will ever be successful in generating revenues in the future. We
recognize that if we are unable to generate revenues, we will not be able to
earn profits or continue operations as a going concern. There is no history
upon which to base any assumption as to the likelihood that we will prove
successful, and we can provide investors with no assurance that we will
generate any operating revenues or ever achieve profitable operations.
4. IF WE ARE NOT ABLE TO COMPETE EFFECTIVELY AGAINST LARGER ORGANIC PRODUCE
PRODUCERS WITH GREATER RESOURCES, OUR PROSPECTS FOR FUTURE SUCCESS WILL BE
JEOPARDIZED.
Reshoot Production faces intense competition from larger and more established
competitors that may prevent the Company from ever becoming profitable under
its current plan of operations. Management expects the competition to
intensify in the future as the market for organically grown vegetable
products develop and mature. Organic foods are grown on smaller farms.
Pressures created by our competitors could negatively impact our business,
results of operations and financial condition.
Many of Reshoot Production's potential retail competitors have longer
operating histories, larger customer bases, greater brand recognition and
significantly greater financial, marketing, technical and other resources.
In addition, Reshoot Production competitors may acquire or be acquired by,
receive investments from or enter into other commercial relationships with
larger, well-established and well-financed competitors. Therefore, some of
the Company's competitors with other revenue sources may be able to devote
greater resources to marketing and promotional campaigns, adopt more
aggressive pricing policies and devote substantially more resources to
product development. Increased competition may result in reduced operating
margins, loss of market share and diminished value in Reshoot Production
brands. There can be no assurance that Reshoot Production will be able to
compete successfully against current and future competitors.
5. POSSIBLE INABILITY TO FIND SUITABLE EMPLOYEES.
In order to implement the aggressive business plan, management recognizes
that additional staff will be required. No assurances can be given that
Reshoot Production will be able to find suitable employees that can support
its needs or that these employees can be hired on favorable terms. The
current labor market is favorable for the Company, but we cannot predict our
ability to hire and retain skilled labor as the economy improves, the labor
market strengthens and competition increases labor costs.
11
6. THE COMPANY WILL, IN THE FUTURE, ISSUE ADDITIONAL COMMON SHARES, WHICH
WOULD REDUCE INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.
The future issuance of common stock may result in substantial dilution in the
percentage of the Company's common stock held by our then existing
shareholders. The Company may value any common stock issued in the future
on an arbitrary basis. The issuance of common stock for future services or
acquisitions or other corporate actions may have the effect of diluting the
value of the shares held by our investors, and might have an adverse effect
on any trading market for our common stock.
7. IF THE SUPPLY THE COMPANY'S PRODUCTS FAIL TO MEET REQUIREMENTS FOR
QUALITY, QUANTITY AND TIMELINESS, THE COMPANY'S REVENUES AND REPUTATION IN
THE MARKETPLACE COULD BE HARMED.
Reshoot Production's reliance on growing organic vegetables involves certain
risks, including the following:
o lack of direct control over production capacity and delivery schedules;
and,
o lack of direct control over adverse weather conditions, and production
costs
Any interruption in Reshoot Production's ability to effect the distribution
of its products could result in delays in shipment, lost sales, limited
revenue growth and damage to the Company's reputation in the market, all of
which would adversely affect Reshoot Production's business.
8. RESHOOT PRODUCTION MAY BE LIABLE FOR THE PRODUCTS SOLD.
There is no guarantee that the level of insurance coverage Reshoot Production
secures will be adequate to protect the Company from risks associated with
claims that exceed the level of coverage maintained. As a result of the
Company's limited operations to date, no threatened or actual claims have
been made upon us for product liability.
9. ADVERSE WEATHER CAN EFFECT THE COMPANY'S PRODUCTION.
Severe weather conditions such as hurricanes, earthquakes or tornadoes, as
well as other natural disasters, in areas in which the Company has green
houses or distribution facilities may cause physical damage to the Company's
properties, closure of one or more of the Company's distribution facilities,
temporary disruption in the supply of products, disruption in the transport
of goods, delays in the delivery of goods to the Company's distribution
centers and a reduction in the availability of products in the Company's
stores. In addition, adverse climate conditions and adverse weather patterns,
such as drought or flood, that impact growing conditions and the quantity and
quality of crops yielded by food producers may adversely affect the
availability or cost of certain products within the grocery supply chain. Any
of these factors may disrupt the Company's businesses and adversely affect
the Company's financial condition and results of operations.
12
10. INABILITY TO SUCCESSFULLY MANAGE NATURAL CATASTROPHES SUCH AS INSECTS OR
DISEASE WITH ORGANIC METHODS.
Natural catastrophes may include hail storms, floods, droughts, windstorms,
earthquakes, fires, insect infestations, disease and other events, each of
which tends to be unpredictable. Any event that tends to negatively affect
the supply of organic vegetables, such as crop disease, could our prices and
potentially harm the business. Such a shortage could require that we suspend
operations which would have a material adverse effect on the financial
returns on our produce investments.
11. LOW-PRICED STOCKS MAY AFFECT THE RESELL OF OUR SHARES.
Penny Stock Regulations and Broker-dealer practices in connection with
transactions in "Penny Stocks" are regulated by certain penny stock rules
adopted by the Securities and Exchange Commission. Penny stocks generally are
equity securities with a price of less than $5.00 per share (other than
securities registered on certain national securities exchanges or quoted on
the NASDAQ system). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver
a standardized risk disclosure document that provides information about penny
stocks and the risk associated with the penny stock market. The broker-dealer
must also provide the customer with current bid and offer quotations for the
penny stock, the compensation of the broker-dealer and its salesperson in the
transaction, and monthly account statements showing the market value of each
penny stock held in the customer's account. In addition, the penny stock
rules generally require that prior to a transaction in a penny stock, the
broker-dealer must make a written determination that the penny stock is a
suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the
effect of reducing the level of trading activity in the secondary market for
a stock that is subject to the penny stock rules. Our stock has had a
trading price of less than $5.00 per share and will likely be quoted at less
than $5.00 per share after the anticipated forward split and is not traded on
any listed exchanges. Therefore, the Company's stock is subject to the penny
stock rules and investors may find it more difficult to purchase and/or sell
their securities based on these limitations and regulations.
12. BECAUSE RESHOOT PRODUCTION HAS NEVER PAID DIVIDENDS ON ITS COMMON STOCK
AND HAS NO PLANS TO DO SO FOR AT LEAST THE NEXT YEAR, THE ONLY RETURN ON YOUR
INVESTMENT WILL COME FROM ANY INCREASE IN THE VALUE OF THE COMMON STOCK.
Since beginning Reshoot Production's current business, the Company has not
paid cash dividends on the common stock and does not intend to pay cash
dividends in the foreseeable future. Rather, the Company currently intends
to retain future earnings, if any, to finance operations and expand the
business, for at least the next twelve months. Therefore, any return on your
investment would come only from an increase in the value of the Company's
common stock.
13
13. OUR SOLE OFFICER/DIRECTOR OWNS A CONTROLLING INTEREST IN OUR VOTING
STOCK AND INVESTORS WILL NOT HAVE ANY VOICE IN OUR MANAGEMENT, WHICH COULD
RESULT IN DECISIONS ADVERSE TO OUR GENERAL SHAREHOLDERS.
Our sole officer/director is our principal stockholder, he beneficially owns
approximately or has the right to vote approximately 81% of our outstanding
common stock. As a result, this sole shareholder will have the ability to
control substantially all matters submitted to our stockholders for approval
including:
a) election of our board of directors;
b) removal of any of our directors;
c) amendment of our Articles of Incorporation or bylaws; and
d) adoption of measures that could delay or prevent a change in control or
impede a merger, takeover or other business combination involving us.
As a result of their ownership and positions, these two individuals have the
ability to influence all matters requiring shareholder approval, including
the election of directors and approval of significant corporate transactions.
In addition, the future prospect of sales of significant amounts of shares
held by our director and executive officer could affect the market price of
our common stock if the marketplace does not orderly adjust to the increase
in shares in the market and the value of your investment in the company may
decrease. Management's stock ownership may discourage a potential acquirer
from making a tender offer or otherwise attempting to obtain control of us,
which in turn could reduce our stock price or prevent our stockholders from
realizing a premium over our stock price.
14. WE WILL INCUR INCREMENTAL COSTS AS A RESULT OF OPERATING AS A PUBLIC
COMPANY, AND OUR MANAGEMENT WILL BE REQUIRED TO DEVOTE SUBSTANTIAL
TIME TO NEW COMPLIANCE INITIATIVES.
We will incur legal, accounting and other expenses as a fully-reporting
public company. Moreover, the Sarbanes-Oxley Act of 2002 (the
"Sarbanes-Oxley Act"), as well as new rules subsequently implemented by the
SEC, have imposed various new requirements on public companies, including
requiring changes in corporate governance practices. Our management will
need to devote a substantial amount of time to these new compliance
initiatives. Moreover, these rules and regulations will increase our legal
and financial compliance costs and will make some activities more
time-consuming and costly.
14
The Sarbanes-Oxley Act also requires, among other things, that we maintain
effective internal controls for financial reporting and disclosure controls
and procedures. In particular, commencing in fiscal 2008, we must perform
system and process evaluation and testing of our internal controls over
financial reporting to allow management and our independent registered public
accounting firm to report on the effectiveness of our internal controls over
financial reporting, as required by Section 404 of the Sarbanes-Oxley Act.
Our testing, or the subsequent testing by our independent registered public
accounting firm, may reveal deficiencies in our internal controls over
financial reporting that are deemed to be material weaknesses. Our
compliance with Section 404 will require that we incur substantial accounting
expense and expend significant management efforts. Moreover, if we are not
able to comply with the requirements of Section 404 in a timely manner, or if
we or our independent registered public accounting firm identifies
deficiencies in our internal controls over financial reporting that are
deemed to be material weaknesses, the market price of our stock could
decline, and we could be subject to sanctions or investigations by the SEC or
other regulatory authorities, which would require additional financial and
management resources.
RISKS RELATING TO OUR COMMON SHARES
-----------------------------------
15. WE MAY, IN THE FUTURE, ISSUE ADDITIONAL COMMON SHARES, WHICH WOULD
REDUCE INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.
Our Articles of Incorporation authorize the issuance of 70,000,000 shares of
common stock and 5,000,000 preferred shares. The future issuance of common
stock may result in substantial dilution in the percentage of our common
stock held by our then existing shareholders. We may value any common stock
issued in the future on an arbitrary basis. The issuance of common stock for
future services or acquisitions or other corporate actions may have the
effect of diluting the value of the shares held by our investors, and might
have an adverse effect on any trading market for our common stock.
16. OUR COMMON SHARES ARE SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND
THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN
OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes relevant to
us, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to
certain exceptions.
For any transaction involving a penny stock, unless exempt, the rules
require: (a) that a broker or dealer approve a person's account for
transactions in penny stocks; and (b) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity
and quantity of the penny stock to be purchased.
15
In order to approve a person's account for transactions in penny stocks, the
broker or dealer must: (a) obtain financial information and investment
experience objectives of the person; and (b) make a reasonable determination
that the transactions in penny stocks are suitable for that person and the
person has sufficient knowledge and experience in financial matters to be
capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prescribed by the Commission relating to the
penny stock market, which, in highlight form: (a) sets forth the basis on
which the broker or dealer made the suitability determination; and (b) that
the broker or dealer received a signed, written agreement from the investor
prior to the transaction. Generally, brokers may be less willing to execute
transactions in securities subject to the "penny stock" rules. This may make
it more difficult for investors to dispose of our Common shares and cause a
decline in the market value of our stock.
Disclosure also has to be made about the risks of investing in penny stocks
in both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies available to an
investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in
penny stocks.
17. ALTHOUGH OUR STOCK IS LISTED ON THE OTC-BB, A TRADING MARKET HAS NOT
DEVELOP, PURCHASERS OF OUR SECURITIES MAY HAVE DIFFICULTY SELLING THEIR
SHARES.
There is currently no active trading market in our securities and there are
no assurances that a market may develop or, if developed, may not be
sustained. If no market is ever developed for our common stock, it will be
difficult for an investor to sell their shares in our Company. In such a
case, you may find that you are unable to achieve any benefit from your
investment or liquidate your shares without considerable delay, if at all.
The Company's common stock could be subject to wide fluctuations in response
to variations in quarterly results of operations, announcements of
technological innovations or new solutions by the Company or its competitors,
general conditions in pharmaceutical industry, and other events or factors,
many of which are beyond the Company's control. In addition, the stock
market has experienced price and volume fluctuations, which have affected the
market price for many companies in industries similar or related to that of
the Company, which have been unrelated to the operating performance of these
companies. These market fluctuations may have a material adverse eject on
the market price of the Company's common stock if it ever becomes tradable.
16
18. WE MAY ISSUE SHARES OF PREFERRED STOCK IN THE FUTURE THAT MAY ADVERSELY
IMPACT YOUR RIGHTS AS HOLDERS OF OUR COMMON STOCK.
Our articles of incorporation authorize us to issue up to 5,000,000 shares of
"blank check" preferred stock. Accordingly, our board of directors will have
the authority to fix and determine the relative rights and preferences of
preferred shares, as well as the authority to issue such shares, without
further stockholder approval. As a result, our board of directors could
authorize the issuance of a series of preferred stock that would grant to
holders preferred rights to our assets upon liquidation, the right to receive
dividends before dividends are declared to holders of our common stock, and
the right to the redemption of such preferred shares, together with a
premium, prior to the redemption of the common stock. To the extent that we
do issue such additional shares of preferred stock, your rights as holders of
common stock could be impaired thereby, including, without limitation,
dilution of your ownership interests in us. In addition, shares of preferred
stock could be issued with terms calculated to delay or prevent a change in
control or make removal of management more difficult, which may not be in
your interest as holders of common stock.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2. Properties.
Our offices are currently located at 315 East New Market Road, Immokalee, FL
34142. Management believes that its current facilities are adequate for its
needs through the next twelve months, and that, should it be needed, suitable
additional space will be available to accommodate expansion of the Company's
operations on commercially reasonable terms, although there can be no
assurance in this regard.
17
Item 3. 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 4. Submission of Matters to a Vote of Security Holders.
We did not submit any matters to a vote of our security holders during the
past fiscal year.
18
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
(a) Market Information
Reshoot Production Company Common Stock, $0.001 par value, is traded on the
OTC-Bulletin Board under the symbol: RSPO. The stock was cleared for
trading on the OTC-Bulletin Board on March 14, 2008.
Since the Company has been cleared for trading, through April 5, 2011,
there have been limited trades of the Company's stock. There are no
assurances that a market will ever develop for the Company's stock.
The following table sets forth the high and low intra-day prices per share of
our common stock for the periods indicated, which information was provided by
the OTCBB. The quotations set forth below reflect inter-dealer prices,
without retail mark-up, markdown or commission and may not represent actual
transactions.
High Low
---- ----
Fourth Quarter Ended December 31, 2010 $3.05 $0.30
Third Quarter Ended September 30, 2010 $3.00 $0.00
Second Quarter Ended June 30, 2010 $ - $ -
First Quarter Ended March 31, 2010 $ - $ -
High* Low*
---- ----
Fourth Quarter Ended December 31, 2009 $ - $ -
Third Quarter Ended September 30, 2009 $ - $ -
Second Quarter Ended June 30, 2009 $ - $ -
First Quarter Ended March 31, 2009 $ - $ -
On August 17, 2009, the Company initiated a twelve-for-one (12:1) reverse
stock split of its issued and outstanding common stock. This reverse stock
split had no affect on the authorized number of common shares, nor did it
affect the par value of the stock.
On May 17, 2010, the Company's board of directors approved a one-for-one
(1:1) forward stock split.. This forward stock split had no affect on the
authorized number of common shares, nor did it affect the par value of the
stock.
(b) Holders of Common Stock
As of April 5, 2011, there were approximately forty-five (45) holders of
record of our Common Stock and 47,033,358 shares issued and outstanding.
19
(c) Dividends
In the future we intend to follow a policy of retaining earnings, if any, to
finance the growth of the business and do not anticipate paying any cash
dividends in the foreseeable future. The declaration and payment of future
dividends on the Common Stock will be the sole discretion of board of
directors and will depend on our profitability and financial condition,
capital requirements, statutory and contractual restrictions, future prospects
and other factors deemed relevant.
(d) Securities Authorized for Issuance under Equity Compensation Plans
There are no outstanding grants or rights or any equity compensation plan in
place.
(e) Recent Sales of Unregistered Securities
On May 12, 2010, the Company issued 44,500,000 (post-split) unregistered
restricted shares of its Common Stock to three shareholders for cash of
$90,000. The shares were issued pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act. We believed
that Section 4(2) was available because the offer and sale did not involve a
public offering and there was not general solicitation or general advertising
involved in the offer or sale.
On May 12, 2010, the Company issued 1,000,000 unregistered restricted shares
of its Common Stock to a shareholder as consideration for entering into a
sales agreement. This shareholder was provided access to all material
information requested and all information necessary to verify such
information and was afforded access to our management in connection with
this transaction. The shareholder acquired these securities for investment
and not with a view toward distribution, acknowledging such intent to us.
The shareholder understood the ramifications of their actions. The shares
of common stock issued contained a legend restricting transferability absent
registration or applicable exemption. The shares were issued pursuant to
the exemption from registration provided by Section 4(2) of the Securities
Act. We believed that Section 4(2) was available because the offer and sale
did not involve a public offering and there was not general solicitation or
general advertising involved in the offer or sale.
(f) Issuer Purchases of Equity Securities
We did not repurchase any of our equity securities during the years ended
December 31, 2010 or 2009.
Item 6. Selected Financial Data.
Not applicable.
20
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Overview of Current Operations
------------------------------
Reshoot Production Company is focused on becoming a movie production
company, that purchases movie/television rights, finds financing, and
subcontracts the production of the movie.
Results of Operations for the year ended December 31, 2010
----------------------------------------------------------
We earned no revenues since our inception on October 31, 2007 through
December 31, 2010. We do not anticipate earning any significant revenues
until such time as we can produce peppers, cucumbers and tomatoes. We are
presently in the development stage of our business and we can provide no
assurance that we will be successful in producing vegetable products.
For the period of inception through December 31, 2010 we generated no income.
Since our inception on October 31, 2007, we experienced a net loss of
$(164,117). For the year ending December 31, 2010 we lost $136,967 as
compared to a loss of $16,225 for the same period last year. Our loss last
year was contributed to audit fees of $11,875, general & administrative
expenses of 90,000 and officer compensation of 30,515. Additionally, the
Company has accrued an expense of $4,577 for estimated payroll taxes.
We anticipate our operating expenses will increase as we build our
operations.
Revenues
--------
We generated no revenues for the period from October 31, 2007 (inception)
through December 31, 2010. We do not anticipate generating any revenues for
at least 24 months.
Liquidity and Capital Resources
-------------------------------
Our balance sheet as of December 31, 2010 reflects total assets of $3,245
cash and $42,787 in current liabilities.
21
Notwithstanding, we anticipate generating losses and therefore we may be
unable to continue operations in the future. We anticipate we will require
additional capital up to approximately $2,000,000 and we would have to issue
debt or equity or enter into a strategic arrangement with a third party.
There can be no assurance that additional capital will be available to us.
We currently have no agreements, arrangements or understandings with any
person to obtain funds through bank loans, lines of credit or any other
sources.
Our officer/director has agreed to contribute funds to the operations of the
Company, in order to keep it fully reporting for the next twelve (12) months,
without seeking reimbursement for the contributed funds.
Future Financings
-----------------
We anticipate continuing to rely on equity sales of our common shares in
order to continue to fund our business operations. Issuances of additional
shares will result in dilution to our existing shareholders. There is no
assurance that we will achieve any of additional sales of our equity
securities or arrange for debt or other financing to fund our exploration and
development activities.
We are seeking to raise a $2,000,000 in a future offering of our common
stock. In the event we are unable to raise $2,000,000, we may be unable to
conduct any operations and may consequently go out of business. There are no
formal or informal agreements to attain such financing and we can not assure
you that any financing can be obtained. Management has been seeking funding
from a number of sources, but has yet to secure any funding, especially
during this current economic downturn. Management continues to seek
different funding sources in order to initiate its business plan. The
downturn in the economy has limited various sources of financing. Management
continues to seek financing with no success. If we are unable to raise
these funds, we will not be able to implement any of our proposed business
activities and may be forced to cease operations.
Going Concern
-------------
The financial conditions evidenced by the accompanying financial statements
raise substantial doubt as to our ability to continue as a going concern. Our
plans include obtaining additional capital through debt or equity financing.
The financial statements do not include any adjustments that might be
necessary if we are unable to continue as a going concern.
22
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 product research and development under
our current plan of operation.
Expected purchase or sale of property and significant equipment
---------------------------------------------------------------
We do not anticipate the purchase or sale of any property or significant
equipment; as such items are not required by us at this time.
Significant changes in the number of employees
----------------------------------------------
As of December 31, 2010, we did not have any employees. We are dependent
upon our officer(s) and director(s) 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.
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: The Company recognizes revenue on an accrual basis as
it invoices for services. Revenue is generally realized or realizable and
earned when all of the following criteria are met: 1) persuasive evidence
of an arrangement exists between the Company and our customer(s); 2) services
have been rendered; 3) our price to our customer is fixed or determinable;
and 4) collectability is reasonably assured.
23
New Accounting Standards
------------------------
Management has evaluated the recently issued accounting pronouncements
through the date of this filing, and believes none will have a material
impact on the Company's financial statements.
24
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 8. Financial Statements and Supplementary Data.
Index to Financial Statements
Financial Statement
-------------------
PAGE
----
Independent Auditors' Report F-1
Balance Sheet F-2
Statements of Operations F-3
Statements of Changes in Stockholders' Equity F-4
Statements of Cash Flows F-5
Notes to Financials F-6
25
SEALE AND BEERS, CPAs
PCAOB & CPAB REGISTERED AUDITORS
--------------------------------
www.sealebeers.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
To the Board of Directors and Stockholders of
Reshoot Production Company
(A Development Stage Company)
We have audited the accompanying balance sheets of Reshoot Production Company
(A Development Stage Company) as of December 31, 2010 and 2009, and the
related statements of operations, stockholders' equity (deficit) and cash
flows for the years then ended and for the period from inception on
October 31, 2007 through December 31, 2010. Reshoot Production Company's
management is responsible for these financial statements. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the
company's internal control over financial reporting. Accordingly, we
express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Reshoot Production Company
(A Development Stage Company) as of December 31, 2010 and 2009, and the
related statements of operations, stockholders' equity (deficit) and cash
flows for the years then ended and for the period from inception on
October 31, 2007 through December 31, 2010, in conformity with accounting
principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has not established an ongoing source of
revenues and has incurred losses from operations, which raises substantial
doubt about its ability to continue as a going concern. Management's plans
concerning these matters are also described in Note 3. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
/s/ Seale and Beers, CPAs
-------------------------
Seale and Beers, CPAs
Las Vegas, Nevada
April 5, 2011
50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107
Phone: (888)727-8251 Fax: (888)782-2351
F-1
Reshoot Production Company
(A Development Stage Company)
Balance Sheets
December 31, December 31,
2010 2009
------------- ------------
ASSETS
Current assets:
Cash and equivalents $ 3,245 $ -
------------- ------------
Total current assets 3,245 -
------------- ------------
TOTAL ASSETS $ 3,245 $ -
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 3,363 $ 1,250
Accrued expense - estimated payroll taxes 4,577 -
Due to related party 34,847 -
------------- ------------
Total current liabilities 42,787 1,250
------------- ------------
Total liabilities 42,787 1,250
------------- ------------
Stockholders' equity:
Preferred stock; $0.001 par value;
5,000,000 shares authorized, none
issued or outstanding - -
Common stock, $0.001 par value; 70,000,000
shares authorized; 47,033,358, 1,533,334
issued and outstanding as of 12/31/10 and
12/31/09, respectively 47,033 1,533
Additional paid-in capital 77,542 24,367
(Deficit) accumulated during development
stage (164,117) (27,150)
------------- ------------
Total stockholders' equity (deficit) (39,542) (1,250)
------------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,245 $ -
============= ============
The accompanying notes are an integral part of these financial statements.
F-2
Reshoot Production Company
(A Development Stage Company)
Statements of Operations
From
October 31,
For the year ending 2007
December 31, (Inception) to
---------------------------- December 31,
2010 2009 2010
------------- ------------- -------------
REVENUE $ - $ - $ -
------------- ------------- -------------
EXPENSES:
Audit fees 11,875 5,500 21,875
Estimated payroll taxes 4,577 - 4,577
General & administrative 90,000 10,000 105,500
Officer compensation 30,515 - 30,515
Organizational costs - - 400
Transfer agent fees - 725 1,250
------------- ------------- -------------
Total expenses 136,967 16,225 164,117
------------- ------------- -------------
Net (loss) from operations (136,967) (16,225) (164,117)
------------- ------------- -------------
NET (LOSS) $ (136,967) $ (16,225) $ (164,117)
============= ============= =============
NET (LOSS) PER COMMON SHARE-
BASIC AND FULLY DILUTED $ (0.01) $ (0.01)
============= =============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING-
BASIC AND FULLY DILUTED 30,703,197 1,533,334
============ ============
The accompanying notes are an integral part of these financial statements.
F-3
Reshoot Production Company
(A Development Stage Company)
Statements of Stockholders' Equity
Accumulated
Preferred Common (Deficit) Total
Stock Stock Additional During Stock-
-------------- ------------------ Paid-in Development holders'
Shares Amount Shares Amount Capital Stage Equity
------ ------- ---------- ------- ------- ----------- ---------
October 2007
Contributed
Capital 400 400
December 2007
Contributed
Capital 5,000 5,000
Net (loss) for
the period
ended
12/31/07 (5,400) (5,400)
------ ------- ---------- ------- ------- ----------- ---------
Balance,
December 31,
2007 - $ - - $ - $5,400 $ (5,400) $ -
January 2008
Reshoot & Edit
Spinoff to
Reshoot
Production
Company at
$0.001 per
share 1,533,334 1,533 (1,533) -
September 2008
Contributed
capital
(restated) 3,500 3,500
Net (loss) for
the year
ended
12/31/08
(restated) (5,525) (5,525)
------ ------- ---------- ------- -------- ---------- ---------
Balance,
December 31,
2008 (restated) - $ - 1,533,334 $ 1,533 $ 7,367 $ (10,925) $ (2,025)
January 2009
Contributed
capital 1,500 1,500
February 2009
Contributed
capital 5,500 5,500
December 2009
Contributed
capital 10,000 10,000
Net (loss) for
the year
ended
12/31/09 (16,225) (16,225)
------ ------- ---------- ------- -------- ---------- ---------
Balance,
December 31,
2009 - - 1,533,334 1,533 24,367 (27,150) (1,250)
February 2010
Contributed
capital (cash) 6,675 6,675
May 2010
Shares issued
for cash at
$0.002 per
Share - - 44,500,000 44,500 45,500 90,000
May 2010
Shares issued
for consulting
at $0.002 per
share - - 1,000,000 1,000 1,000 2,000
Net (loss) for
the year
ended
12/31/10 (136,967) (136,967)
------ ------- ---------- ------- -------- ---------- ---------
Balance,
December 31,
2010 - $ - 47,033,334 $47,033 $77,542 $(164,117) $(39,542)
====== ======= ========== ======= ======== ========== =========
The accompanying notes are an integral part of these financial statements.
F-4
Reshoot Production Company
(A Development Stage Company)
Statements of Cash Flows
From
October 31,
For the year ending 2007
December 31, (Inception) to
---------------------------- December 31,
2010 2009 2010
------------- ------------- -------------
OPERATING ACTIVITIES
Net (loss) $ (136,967) $ (16,225) $ (164,117)
Adjustments to reconcile
net loss to net cash
provided (used) by
operating activities:
Stock issued for services 2,000 - 2,000
Increase (decrease) in:
Accounts payable 2,112 (775) 3,363
Accrued expense 4,577 - 4,577
------------- ------------- -------------
Net cash (used) in
operating activities (128,278) (17,000) (154,177)
FINANCING ACTIVITIES
Issuances of common stock 90,000 - 90,000
Contributed capital 6,676 17,000 32,575
Loan from related party 72,287 - 72,287
Repayment of loan-related party (37,440) - (37,440)
------------- ------------- -------------
Net cash provided by
financing activities 131,523 17,000 157,422
------------- ------------- -------------
NET CHANGE IN CASH 3,245 - 3,245
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD - - -
------------- ------------- -------------
CASH AND CASH EQUIVALENTS -
END OF PERIOD $ 3,245 $ - $ 3,245
============= ============= =============
SUPPLEMENTAL DISCLOSURES:
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
Non-cash transactions $ 2,000 $ - $ 2,000
The accompanying notes are an integral part of these financial statements.
F-5
Reshoot Production Company
(A Development Stage Company)
Notes to Financial Statements
December 31, 2010
(Audited)
NOTE 1. General Organization and Business
Reshoot Production Company (A Development Stage Company)(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 & Edit was
incorporated August 23, 2006, and at the time of spin off was listed on the
Over-the-Counter Bulletin Board.
Reshoot Production Company works with experienced growers throughout the
world that have a history of growing first quality fresh produce. The
Company's business focuses on the production and distribution of organic
cucumbers, tomatoes, and peppers. Additionally, Reshoot Production Company
plans to utilize greenhouse technology that manages weather related risks.
NOTE 2. Summary of Significant Accounting Practices
Basis of Accounting
-------------------
The basis is United States generally accepted accounting principles.
Earnings per Share
------------------
The basic earnings (loss) per share is calculated by dividing the Company's
net income (loss) available to common shareholders by the weighted average
number of common shares during the year. The diluted earnings (loss) per
share is calculated by dividing the Company's net income (loss) available to
common shareholders by the diluted weighted average number of shares
outstanding during the year. The diluted weighted average number of shares
outstanding is the basic weighted number of shares adjusted as of the first
of the year for any potentially dilutive debt or equity.
The Company has not issued any options or warrants or similar securities
since inception.
Dividends
---------
The Company has not yet adopted any policy regarding payment of dividends.
No Dividends have been paid during the period shown.
Cash and Cash Equivalents
-------------------------
The Company considers all short-term investments with a maturity of three
months or less at the date of purchase to be cash and cash equivalents.
F-6
Reshoot Production Company
(A Development Stage Company)
Notes to Financial Statements
December 31, 2010
(Audited)
Revenue recognition
-------------------
The Company recognizes revenue on an accrual basis as it invoices for
services. Revenue is generally realized or realizable and earned when all
of the following criteria are met: 1) persuasive evidence of an arrangement
exists between the Company and the customer(s); 2) services have been
rendered; 3) the price to the customer is fixed or determinable; and 4)
collectibility is reasonably assured. The Company did not recognize any
revenues for the years ending December 31, 2010 and 2009, nor did it
recognize any revenues for the period from October 31, 2007 (inception) to
December 31, 2010.
Income Taxes
------------
The provision for income taxes is the total of the current taxes payable and
the net of the change in the deferred income taxes. Provision is made for
the deferred income taxes where differences exist between the period in which
transactions affect current taxable income and the period in which they enter
into the determination of net income in the financial statements.
Year-end
--------
The Company has selected December 31 as its year-end.
Advertising
-----------
Advertising is expensed when incurred. There has been no advertising during
the period.
Use of Estimates
----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results could differ from
those estimates.
Recent Pronouncements
---------------------
Management has evaluated the recently issued accounting pronouncements
through the date of this filing, and believes none will have a material
impact on the Company's financial statements.
F-7
Reshoot Production Company
(A Development Stage Company)
Notes to Financial Statements
December 31, 2010
(Audited)
NOTE 3 - Going concern
These audited financial statements have been prepared in accordance with
generally accepted accounting principles in the United States of America
applicable to a going concern which contemplates the realization of assets
and the satisfaction of liabilities and commitments in the normal course of
business. As of December 31, 2010, the Company has not recognized any
revenues and has accumulated operating losses of approximately $164,117 since
inception. The Company's ability to continue as a going concern is
contingent upon the successful completion of additional financing
arrangements and its ability to achieve and maintain profitable operations.
Management plans to raise equity capital to finance the operating and
capital requirements of the Company. Amounts raised will be used to further
development of the Company's products, to provide financing for marketing
and promotion, to secure additional property and equipment, and for other
working capital purposes. While the Company is putting forth its best
efforts to achieve the above plans, there is no assurance that any such
activity will generate funds that will be available for operations.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These condensed interim unaudited financial
statements do not include any adjustments that might arise from this
uncertainty.
NOTE 4 - Stockholders' Equity
The Company is authorized to issue 70,000,000 shares of its $0.001 par value
common stock and 5,000,000 shares of its $0.001 par value preferred stock.
On August 17, 2009, the Company initiated a twelve-for-one (12:1) reverse
stock split of its issued and outstanding common stock. This reverse stock
split had no effect on the authorized number of common shares, nor did it
affect the par value of the stock. The financial statements contained herein
reflect the reverse stock split on a retroactive basis.
On May 17, 2010, the Company's board of directors approved a one-for-one
(1:1) forward stock split. The payout date of this stock was on June 9,
2010, based upon FINRA's approval and announcement of the dividend on the
Over-the-Counter Bulletin Board. The financial statements contained herein
reflect the forward split on a retroactive basis.
F-8
Reshoot Production Company
(A Development Stage Company)
Notes to Financial Statements
December 31, 2010
(Audited)
Preferred Stock
---------------
No shares of the Company's preferred stock have been issued.
Common Stock
------------
On January 30, 2008, record shareholders of Reshoot & Edit common stock were
entitled to receive a special stock dividend of Reshoot Production Company, a
Nevada corporation, a wholly owned subsidiary of Reshoot & Edit. This spin
off allowed both companies to focus on their different business plans, with
different management and not compete in accessing funding in capital markets.
The Company filed its initial Registration Statement on Form SB-2 with the
U.S. Securities and Exchange Commission on January 7, 2008. The Registration
Statement was declared effective on January 30, 2008.
On January 30, 2008, the record shareholders received one (1) common share,
par value $0.001, of Reshoot Production Company common stock for every share
of Reshoot & Edit common stock owned. The Reshoot & Edit stock dividend was
based on 9,200,000 shares of Reshoot & Edit common stock that were issued and
outstanding as of the record date. Subsequently, 1,533,334 (post-split)
shares were issued to the shareholders of Reshoot Production Company.
On May 12, 2010, the Company issued 44,500,000 (post-split) unregistered
restricted shares of its Common Stock to three shareholders for cash of
$90,000.
On May 12, 2010, the Company issued 1,000,000 unregistered restricted shares
of its Common Stock to a shareholder as consideration for entering into a
sales agreement. As there has been limited trading of the Company's stock,
the Company valued these securities based on a contemporaneous issuance of
shares at the same price that were issued on the same date as the agreement,
which was $0.002 per share (post-split).
As of December 31, 2010, the Company had 47,033,334 shares of its Common
Stock issued and outstanding.
F-9
Reshoot Production Company
(A Development Stage Company)
Notes to Financial Statements
December 31, 2010
(Audited)
NOTE 5. Related Party Transactions
During the year ended December 31, 2010, an officer and director of the
Company loaned the Company a total of $72,287 in order to provide working
capital. As of December 31, 2010, a total of $37,440 was repaid, leaving
an outstanding balance due of $34,847. These unsecured obligations are due
on demand and are non-interest bearing. The obligations are included in
the accompanying financial statements as Due to Related Party.
During the year ended December 31, 2010, an officer and director of the
Company received officer compensation of $30,515. The Company has accrued
estimated payroll taxes of $4,577 in relation to this officer compensation.
NOTE 6. Income Taxes
The Company accounts for income taxes using the asset and liability method.
Deferred tax assets and liabilities at the end of each period are determined
using the currently enacted tax rates applied to taxable income in the
periods in which the deferred tax assets and liabilities are expected to be
settled or realized.
Due to the Company's net loss, there was no provision for income taxes.
The components of the Company's deferred tax asset are as follows:
December 31,
2010 2009
Deferred tax assets:
Net operating loss carryforwards 136,967 16,225
Total deferred tax assets 47,938 5,679
Less: valuation allowance (47,938) (5,679)
-------- --------
Net deferred tax assets $ - $ -
======== ========
F-10
Reshoot Production Company
(A Development Stage Company)
Notes to Financial Statements
December 31, 2010
(Audited)
The valuation allowance for deferred tax assets as of December 31, 2010 and
2009 was $47,938 and $5,679, respectively. In assessing the recovery of
the deferred tax assets, management considers whether it is more likely than
not that some portion or all of the deferred tax assets will not be realized.
The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income in the periods in which those temporary
differences become deductible. Management considers the scheduled reversals
of future deferred tax liabilities, projected future taxable income, and tax
planning strategies in making this assessment. As a result, management
determined it was more likely than not the deferred tax assets would not be
realized as of December 31, 2010 and 2009, and recorded a full valuation
allowance.
Reconciliation between the statutory rate and the effective tax rate is as
follows at December 31:
2010 & 2009
Federal statutory tax rate (35%)
Permanent difference and other 35%
---
0%
===
NOTE 7. Commitments and Contingencies
The Company is obligated to pay a commission of 12% of the gross revenue
under a distribution agreement executed with Six L's Packing Company, Inc.
on May 12, 2010. As of December 31, 2010, the Company has not generated
any revenues. The terms of this agreement are valid for a three year
period, or until May 12, 2013, with an option to renew for one year,
unless either party gives the other at least 90 days notice prior to the
end of the renewal term of the agreement. The Company plans not to renew
this agreement.
NOTE 8. Subsequent Events
None. The Company has evaluated subsequent events through the date which this
quarterly report was filed.
F-11
Item 9. Changes in and Disagreements With Accountants On Accounting and
Financial Disclosure.
None.
Item 9A(T). 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;
26
- 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.
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 December 31, 2010 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 December 31,
2010.
27
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 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.
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, 2011. Additionally, we plan to test our
updated controls and remediate our deficiencies by December 31, 2011.
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.
Item 9B. Other Information.
None.
28
PART III
Item 10. Director, Executive Officer and Corporate Governance.
The following table sets forth certain information regarding our current
director and executive officer. Our executive officers serve one-year terms.
Set forth below are the names, ages and present principal occupations or
employment, and material occupations, positions, offices or employments for
the past five years of our current director and executive officer.
Name Age Positions and Offices Held Appointed
--------------- --- -------------------------- ------------
Mike Broll 63 Chairman & CEO May 12, 2010
Ross Hatanaka 55 VP Operations & Director May 12, 2010
Marc Schechtman 59 VP & Director of Planning May 12, 2010
----------------------------------------------------------------------------
Set forth below is a brief description of the background and business
experience of our management.
Biography of Mike Broll Chairman & CEO
--------------------------------------
June of 2009 to Present - Private consulting and independent Board member
for two companies; Futuristic Foods 2005 - 2008 (sold to PE firms); LFC
Enterprises 2007 to Present.
July of 2004 thru June 2009 - President and CEO of Galaxy Nutritional
Foods. A publicly traded food company specializing in dairy cheese
alternatives, organic cheese and other specialty foods. The Company was
sold to the largest shareholder and a PE firm in March of 2009 and I stayed
under contract until the transition was complete.
Biography of Ross Hatanaka VP Operations & Director
----------------------------------------------------
Mr. Hatanaka worked on his family farm, Hatanaka Bros, Inc. as Farm Manager.
In 1986, he was hired to plant an asparagus farm in Guaymas, Sonora, Mexico
and in 1990, he was hired by Meyer Tomatoes to be their Field Supervisor. He
left this position in 2007 as their Manager of Field Operations - Mexico. In
2008, he started as a Company Representative and Product Development - Mexico
for Semillas Latinoamericanas, SA, based out of Santiago, Chile.
Education: Mr. Hatanaka attended Linden High School in Linden, California
and attended University of Fresno State and majored in Agronomy
29
Biography of Marc Schechtman VP Planning & Director
---------------------------------------------------
April 2005 to present -- Business Developer Consultant, Custom Pak, Inc.
Division of LFC Enterprises 315 East New Market, Immokalee, FL
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires our executive officer and director, and persons who
beneficially own more than ten percent of our common stock, to file initial
reports of ownership and reports of changes in ownership with the SEC.
Executive officers, directors and greater than ten percent beneficial owners
are required by SEC regulations to furnish us with copies of all Section 16(a)
forms they file. Based upon a review of the copies of such forms furnished to
us and written representations from our executive officer and director, we
believe that as of the date of this report they were not current in his 16(a)
reports.
Board of Directors
------------------
Our board of directors serve one-year terms without any compensation.
Audit Committee
---------------
The company does not presently have an Audit Committee. The sole member of
the Board sits as the Audit Committee. No qualified financial expert has
been hired because the company is too small to afford such expense.
Committees and Procedures
-------------------------
(1) The registrant has no standing audit, nominating and compensation
committees of the Board of Directors, or committees performing
similar functions. The Board acts itself in lieu of committees due
to its small size.
(2) The view of the board of directors is that it is appropriate for the
registrant not to have such a committee because its directors
participate in the consideration of director nominees and the
board and the company are so small.
30
(3) The members of the Board who acts as nominating committee is
not independent, pursuant to the definition of independence of a
national securities exchange registered pursuant to section 6(a)
of the Act (15 U.S.C. 78f(a).
(4) The nominating committee has no policy with regard to the
consideration of any director candidates recommended by security
holders, but the committee will consider director candidates
recommended by security holders.
(5) The basis for the view of the board of directors that it is
appropriate for the registrant not to have such a policy is that
there is no need to adopt a policy for a small company.
(6) The nominating committee will consider candidates recommended by
security holders, and by security holders in submitting such
recommendations.
(7) There are no specific, minimum qualifications that the nominating
committee believes must be met by a nominee recommended by security
holders except to find anyone willing to serve with a clean
background.
(8) The nominating committee's process for identifying and evaluation
of nominees for director, including nominees recommended by security
holders, is to find qualified persons willing to serve with a clean
backgrounds. There are no differences in the manner in which the
nominating committee evaluates nominees for director based on
whether the nominee is recommended by a security holder, or found
by the board.
Code of Ethics
--------------
We have not adopted a Code of Ethics for the Board and any salaried
employees.
31
Limitation of Liability of Directors
------------------------------------
Pursuant to the Nevada General Corporation Law, our Articles of Incorporation
exclude personal liability for our Directors for monetary damages based upon
any violation of their fiduciary duties as Directors, except as to liability
for any breach of the duty of loyalty, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, or any
transaction from which a Director receives an improper personal benefit. This
exclusion of liability does not limit any right which a Director may have to
be indemnified and does not affect any Director's liability under federal or
applicable state securities laws. We have agreed to indemnify our directors
against expenses, judgments, and amounts paid in settlement in connection
with any claim against a Director if he acted in good faith and in a manner
he believed to be in our best interests.
Nevada Anti-Takeover Law and Charter and By-law Provisions
----------------------------------------------------------
The anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada
Corporation Law apply to Reshoot Production Company Section 78.438 of the
Nevada law prohibits the Company from merging with or selling more than 5% of
our assets or stock to any shareholder who owns or owned more than 10% of any
stock or any entity related to a 10% shareholder for three years after the
date on which the shareholder acquired the Reshoot Production Company shares,
unless the transaction is approved by Reshoot Production Company's Board of
Directors. The provisions also prohibit the Company from completing any of
the transactions described in the preceding sentence with a 10% shareholder
who has held the shares more than three years and its related entities unless
the transaction is approved by our Board of Directors or a majority of our
shares, other than shares owned by that 10% shareholder or any related
entity. These provisions could delay, defer or prevent a change in control
of Reshoot Production Company
32
Item 11. Executive Compensation
The following table sets forth summary compensation information for the
fiscal year ended December 31, 2010 for our President and sole director.
Summary Compensation Table
--------------------------
All
Fiscal Other
Year Compen-
ending Salary Bonus Awards sation Total
Name and Principal Position Dec. 31 ($) ($) ($) ($) ($)
-----------------------------------------------------------------------------
Mike Broll Chairman 2010 -0- -0- -0- -0- -0-
& CEO
Ross Hatanaka VP & Dir. 2010 -0- -0- -0- -0- -0-
Marc Schechtman VP & Dir. 2010 -0- -0- -0- 30,515* 30,515
Ed DeStefano CEO/Dir. 2010 -0- -0- -0- -0- -0-
2009 -0- -0- -0- -0- -0-
2008 -0- -0- -0- -0- -0-
* This represents compensation for travel, meals and entertainment.
We do not maintain key-man life insurance for our executive officer/
director. We do not have any long-term compensation plans or stock option
plans.
Stock Option Grants
-------------------
We did not grant any stock options to the executive officer or director from
inception through fiscal year end December 31, 2010.
33
Outstanding Equity Awards at 2010 Fiscal Year-End
-------------------------------------------------
We did not have any outstanding equity awards as of December 31, 2010.
Option Exercises for Fiscal 2010
--------------------------------
There were no options exercised by our named executive officer in fiscal
2010.
Potential Payments Upon Termination or Change in Control
--------------------------------------------------------
We have not entered into any compensatory plans or arrangements with respect
to our named executive officer, which would in any way result in payments to
such officer because of her resignation, retirement, or other termination of
employment with us or our subsidiaries, or any change in control of, or a
change in his responsibilities following a change in control.
Director Compensation
---------------------
A director of the Company received compensation for travel, meals and
entertainment of $30,515 during the year ended December 31, 2010. We did
not pay any other director compensation during fiscal years ending
December 31, 2010 or 2009.
34
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
The following table presents information, to the best of our knowledge, about
the ownership of our common stock on April 5, 2011 relating to those
persons known to beneficially own more than 5% of our capital stock and by
our named executive officer and sole director.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and does not necessarily indicate
beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes those shares of common stock over which the stockholder
has sole or shared voting or investment power. It also includes shares of
common stock that the stockholder has a right to acquire within 60 days after
January 12, 2009 pursuant to options, warrants, conversion privileges or
other right. The percentage ownership of the outstanding common stock,
however, is based on the assumption, expressly required by the rules of the
Securities and Exchange Commission, that only the person or entity whose
ownership is being reported has converted options or warrants into shares of
Reshoot Production Company's common stock.
We do not have any outstanding options, warrants or other securities
exercisable for or convertible into shares of our common stock.
AMOUNT AND
NATURE OF
TITLE OF NAME OF BENEFICIAL BENEFICIAL PERCENT OF
CLASS OWNER AND POSITION OWNERSHIP CLASS(1)
-----------------------------------------------------------------------------
Common Mike Broll (2) 2,500,000 5.3%
Chairman & CEO
Common Ross Hatanaka (3) 1,000,000 2.1%
VP Oper & Director
Common Marc Schetcman (4) 37,000,000 78.7%
VP -Director of Planning
-----------------------------------------------------------------------------
DIRECTORS AND OFFICERS AS A GROUP
(3 persons) 47,033,358 86.1%
(1) Percent of Class based on 23,516,667 shares of common stock issued
and outstanding.
(2) Mike Broll, 4370 La Jolla Village Drive, Suite 400 San Diego CA 92122.
(3) Ross Hatanaka, 4370 La Jolla Village Drive, Suite 400 San Diego CA 92122
(4) Marc Schechtman, 4370 La Jolla Village Drive, Suite 400 San Diego CA
92122
35
We believe that all persons named have full voting and investment power with
respect to the shares indicated, unless otherwise noted in the table. Under
the rules of the Securities and Exchange Commission, a person (or group of
persons) is deemed to be a "beneficial owner" of a security if he or she,
directly or indirectly, has or shares the power to vote or to direct the
voting of such security, or the power to dispose of or to direct the
disposition of such security. Accordingly, more than one person may be deemed
to be a beneficial owner of the same security. A person is also deemed to be
a beneficial owner of any security, which that person has the right to
acquire within 60 days, such as options or warrants to purchase our common
stock.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
During the year ended December 31, 2010, an officer and director of the
Company loaned the Company a total of $72,287 in order to provide working
capital. As of December 31, 2010, a total of $37,440 was repaid, leaving
an outstanding balance due of $34,847. These unsecured obligations are due
on demand and are non-interest bearing.
Through a Board Resolution, the Company hired the professional services of
Seale and Beers, CPAs, to perform an audit of the financials for the
Company. Seale and Beers, CPAs own no stock in the Company. The company
has no formal contract with its accountants, they are paid on a fee for
service basis.
36
Item 14. Principal Accountant Fees and Services.
Seale and Beers, CPAs served as our principal independent public accountants
for reporting fiscal years ending December 31, 2010 and December 31, 2009.
Aggregate fees billed to us for the years ended December 31, 2010 and 2009
for audit fees were as follows:
For the Years Ended
December 31,
-------------------
2010 2009
-------------------
(1) Audit Fees(1) $11,875 $5,500
(2) Audit-Related Fees -0- -0-
(3) Tax Fees -0- -0-
(4) All Other Fees -0- -0-
Total fees paid or accrued to our principal auditor.
(1) Audit Fees include fees billed and expected to be billed for services
performed to comply with Generally Accepted Auditing Standards (GAAS),
including the recurring audit of the Company's financial statements for such
period included in this Annual Report on Form 10-K and for the reviews of the
quarterly financial statements included in the Quarterly Reports on Form 10-Q
filed with the Securities and Exchange Commission.
Audit Committee Policies and Procedures
---------------------------------------
We do not have an audit committee; therefore our sole director pre-approves
all services to be provided to us by our independent auditor. This process
involves obtaining (i) a written description of the proposed services, (ii)
the confirmation of our Principal Accounting Officer that the services are
compatible with maintaining specific principles relating to independence, and
(iii) confirmation from our securities counsel that the services are not
among those that our independent auditors have been prohibited from
performing under SEC rules. Our sole director then makes a determination to
approve or disapprove the engagement of Seale and Beers, CPAs for the
proposed services. In the fiscal year ending December 31, 2010, all fees
paid to Seale and Beers, CPAs were unanimously pre-approved in accordance
with this policy.
Less than 50 percent of hours expended on the principal accountant's
engagement to audit the registrant's financial statements for the most recent
fiscal year were attributed to work performed by persons other than the
principal accountant's full-time, permanent employees.
37
PART IV
Item 15. Exhibits, Financial Statement Schedules.
The following information required under this item is filed as part of this
report:
(a) 1. Financial Statements
Page
----
Management's Report on Internal Control Over Financial Reporting 26
Report of Independent Registered Public Accounting Firm F-1
Balance Sheets F-2
Statements of Operations F-3
Statements of Stockholders' Equity F-4
Statements of Cash Flows F-5
(b) 2. Financial Statement Schedules
None.
38
(c) 3. Exhibit Index
Incorporated by reference
-------------------------
Filed Period Filing
Exhibit Exhibit Description herewith Form ending Exhibit date
-------------------------------------------------------------------------------
3.1 Articles of Incorporation, SB-2 3.1 01/07/2008
as currently in effect
-------------------------------------------------------------------------------
3.2 Bylaws SB-2 3.2 01/07/2008
as currently in effect
-------------------------------------------------------------------------------
10.1 Option Purchase Agreement SB-2 10.1 01/07/2008
dated Dec. 17, 2007 between
Reshoot Production Company and
Braverman Productions, Inc.
-------------------------------------------------------------------------------
10.2 Sales Agreement by and among 8-K 10.2 05/14/2010
Six L's Packing Company, Inc.,
Custom -Pak, Inc. and Reshoot
Production Company, dated
May 12, 2010.
-------------------------------------------------------------------------------
23.1 Consent Letter from Seale X
and Beers, CPAs
-------------------------------------------------------------------------------
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
-------------------------------------------------------------------------------
39
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Reshoot Production Company
--------------------------
Registrant
By: /s/ Marc Schechtman
---------------------------
Marc Schechtman
Chief Executive Officer
and Director
Date: April 5, 2011
-------------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons on behalf of the Registrant and in the capacities and on
the dates indicated have signed this report below.
Marc Schechtman
By: /s/ Marc Schechtman
-----------------------------------
Marc Schechtman
Director of Planning, Secretary
and Treasurer
(Principal Executive,
Principal Financial and
Principal Accounting Officer)
Date: April 5, 2011
-------------
40
