AUTRIS - FORM 10-Q - May 23, 2011

Attached files

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EX-31.1 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - AUTRIS	bigsky10q033111ex311.htm
EX-32.1 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - AUTRIS	bigsky10q033111ex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2011

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ________

Commission File No. 000-54000

BIG SKY PRODUCTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada	88-0410480
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

12021 Wilshire Blvd. #234, Los Angeles, California 90025

(Address of principal executive offices) (zip code)

310-430-1388

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	[ ]		Accelerated filer	[ ]
Non-accelerated filer	[ ]	(Do not check if a smaller reporting company)	Smaller reporting company	[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [ X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date: As of May 23, 2011, there were 12,063,381 shares of common stock, par value $0.001, outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		2

	Item 1. Financial Statements	2

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	3

	Risks and Uncertainties	10

	Item 3. Quantitative and Qualitative Disclosures About Market Risk	17

	Item 4T. Controls and Procedures	17

PART II - OTHER INFORMATION		18

	Item 1A. Risk Factors	18

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	18

	Item 3. Defaults Upon Senior Securities	18

	Item 4. (Removed And Reserved)	18

	Risks and Uncertainties	22

	Item 5. Directors And Executive Officers	33

	Item 6. Exhibits	43

SIGNATURES		44

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

BIG SKY PRODUCTIONS, INC.

(A Development Stage Enterprise)

Condensed Financial Statements

March 31, 2011 and 2010

(Unaudited)

BIG SKY PRODUCTIONS, INC.

(A Development Stage Enterprise)

Condensed Financial Statements

March 31, 2011 and 2010

(Unaudited)

BIG SKY PRODUCTIONS, INC.

(A Development Stage Enterprise)

Condensed Financial Statements

March 31, 2011 and 2010

(Unaudited)

CONTENTS

		Page(s)
Condensed Balance Sheets as of March 31, 2011 and June 30, 2010		F-1

Condensed Statements of Operations and Comprehensive Loss for the three and nine months ended March 31, 2011 and 2010 and the period of February 28, 2008 (Inception) to March 31, 2011		F-2

Condensed Statements of Cash Flows for the nine months ended March 31, 2011 and 2010 and the period of February 28, 2008 (Inception) to March 31, 2011		F-3

Notes to the Condensed Financial Statements		F-4-8

BIG SKY PRODUCTIONS, INC
(A Development Stage Enterprise)
Condensed Balance Sheets (Unaudited)

	March 31, 2011				June 30, 2010
	March 31, 2011				June 30, 2010
ASSETS

Current assets
Cash		$	3,821			$	1,233
Accounts receivable			2,000				450
Prepaid expenses and other current assets (Note 6)			11,821				2,436
Total current assets			17,642				4,119

Equipment, net of accumulated depreciation of $155			3,187				-

Total assets		$	20,829			$	4,119

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable		$	43,674			$	25,662
Related party payable (Note 6)			3,500				-
Deferred revenue			28,662				3,098
Total current liabilities			75,836				28,760

Stockholders' Deficit
Common stock, $.001 par value; 75,000,000 shares authorized, 12,063,381 shares issued and outstanding			12,063				12,063
Additional paid in capital			81,595				81,595
Deficit accumulated during the development stage			(148,665	)			(118,299	)
Total stockholders' deficit			(55,007	)			(24,641	)

Total liabilities and stockholders' deficit		$	20,829			$	4,119

See accompanying notes to financial statements.

F-1

BIG SKY PRODUCTIONS, INC
(A Development Stage Enterprise)
Condensed Statements of Operations and Comprehensive Loss (Unaudited)

													From February 28, 2008 (inception) to March 31, 2011

	Three months ended March 31,						Nine months ended March 31,
	2011			2010			2011			2010
				(Restated)						(Restated)			(Restated)
Revenue	$	44,611		$	15,804		$	63,036		$	24,795		$	101,467
Cost of revenue		12,994			13,587			26,707			18,578			57,864
Gross margin		31,617			2,217			36,329			6,217			43,603

Operating Expenses
Professional fees		37,754			3,812			56,108			16,897			171,706
Depreciation		155			-			155			-			155
General and administrative		3,927			3,355			10,148			4,987			20,126
Total operating expenses		41,836			7,167			66,411			21,884			191,987

Other income (expense)
Foreign exchange loss		(284	)		-			(284	)		-			(284	)
Interest income		-			3			-			3			3
Total other income (expense)		(284	)		3			(284	)		3			(281	)

Net loss and comprehensive loss for the period	$	(10,503	)	$	(4,947	)	$	(30,366	)	$	(15,664	)	$	(148,665	)

Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding		12,063,381			10,661,381			12,063,381			10,661,380

See accompanying notes to financial statements.

F-2

BIG SKY PRODUCTIONS, INC
(A Development Stage Enterprise)
Condensed Statements of Cash Flows (unaudited)

									For the period from February 28, 2008 (inception) to March 31, 2011


	Nine months ended March 31,
	2011				2010
					(Restated)
Cash flows from operating activities
Net loss		$	(30,366	)		$	(15,664	)		$	(148,665	)
Adjustments to reconcile net loss to net cash used in operating activities
Common stock issued for services			-								37,658
Depreciation			155								155
Unrealized foreign exchange loss			196								196
Changes in operating assets and liabilities
Accounts receivable			(1,550	)			(910	)			(2,000	)
Prepaid expenses and other current assets			(9,385	)			(1,545	)			(11,821	)
Accounts payable			17,816				(8,746	)			43,478
Deferred revenue			25,564				2,464				28,662
Net cash provided by (used in) operating activities			2,430				(24,401	)			(52,337	)

Cash flows from investing activities
Purchase of fixed assets			(3,342	)			-				(3,342	)
Net cash used in investing activities			(3,342	)			-				(3,342	)

Cash flows from financing activities
Related party payable			3,500				(15,000	)			3,500
Proceeds from sale of stock			-				53,317				56,000
Net cash provided by financing activities			3,500				38,317				59,500

Net change in cash			2,588				13,916				3,821
Cash at beginning of period			1,233				10				-
Cash at end of period		$	3,821			$	13,926			$	3,821

Supplemental disclosure of non-cash investing and financing activities:
Issuance of common stock for professional and consulting services		$	-			$	-			$	37,658

Supplemental cash flow Information:
Cash paid for interest		$	-			$	-			$	-
Cash paid for income taxes		$	-			$	-			$	-

See accompanying notes to financial statements.

F-3

BIG SKY PRODUCTIONS, INC.

(A Development Stage Enterprise)

Notes to Condensed Financial Statements

Note 1 – Nature of Business

Big Sky Productions, Inc. (the “Company”) was incorporated in the State of Nevada on February 28, 2008. Big Sky Productions, Inc. is developing a business plan as a producer of radio advertisements for small businesses. To date, our business activities have been limited to organizational matters, reselling of advertising time, developing our website and the preparation and filing of the registration statement. The Company has elected a fiscal year end of June 30.

The Company currently has limited operations and, in accordance with ASC 915 “Development Stage Entities,” is considered a Development Stage Enterprise. The Company has been in the development stage since its formation and has realized minimal revenues from its operations.

Note 2 - Basis of Presentation:

The accompanying unaudited financial statements have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America applicable to interim financial information and with the rules and regulations of the United States Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed, or omitted, pursuant to such rules and regulations. In the opinion of management, the unaudited interim financial statements include all adjustments necessary for the fair presentation of the results of the interim periods presented. All adjustments are of a normal recurring nature. These financial statements should be read in conjunction with the Company audited financial statements and notes thereto for the year ended June 30, 2010, included in the Company' s Annual Report on Form 10-K, filed November 16, 2010, with the Securities and Exchange Commission. The results of operations for the interim periods are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year.

Note 3 – Significant Accounting Policies

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

All highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of March 31, 2011 or June 30, 2010.

F-4

BIG SKY PRODUCTIONS, INC.

(A Development Stage Enterprise)

Notes to Condensed Financial Statements

Note 3 - Significant Accounting Policies (continued)

Income taxes

The Company accounts for income taxes under ASC 740 "Income Taxes" which codified SFAS 109, "Accounting for Income Taxes" and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

Fair Value of Financial Instruments

The Company's financial instruments as defined by FASB ASC 825-10-50 include cash, accounts receivable,, related party payable and accounts payable. The fair value of accounts receivable, officer receivable, related party payable and accounts payable approximate the financial statement carrying amounts due to the short-term maturities of these instruments.

FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1. Observable inputs such as quoted prices in active markets;

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.

The Company’s cash was measured using level I inputs.

Earnings (Loss) Per Share Information

FASB ASC 260, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings (loss) per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted loss per share were the same, at the reporting dates, as there were no common stock equivalents outstanding.

F-5

BIG SKY PRODUCTIONS, INC.

(A Development Stage Enterprise)

Notes to Condensed Financial Statements

Note 3 - Significant Accounting Policies (continued)

Share Based Expenses

ASC 718 "Compensation - Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. , may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.

Going concern

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include (1) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses, and (2) as a last resort, seeking out and completing a merger with an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

F-6

BIG SKY PRODUCTIONS, INC.

(A Development Stage Enterprise)

Notes to Condensed Financial Statements

Note 3 - Significant Accounting Policies (continued)

Revenue Recognition

Advertising contracts are structured to run for a time period between 30 and 90 days. Accordingly, revenues are recognized on a pro-rata basis resulting in recognized revenue and deferred revenue of $63,036 and $28,662 respectively for and as of the nine months ended March 31, 2011.

Foreign Currency Translation

The Company’s functional currency is the U.S. dollar. Any monetary assets and liabilities that are in a currency other than the U.S. dollar are translated at the rate prevailing at year end. Revenue and expenses in a foreign currency are translated at rates that approximate those in effect at the time of translation. Gains and losses from translation of foreign currency transactions into U.S. dollars are included in current results of operations.

Comparative Figures

Certain comparative figures have been reclassified to conform with the current period’s presentation.

Note 4 – Restatement

The March 31, 2010 financial statements have been restated to properly reflect transactions related to activities of a former consultant. In financial statements issued from March 31, 2009 through March 31, 2010, the Company had listed a shareholder loan payable for $22,500 ($23,000 after June 30, 2009) for services paid for on behalf of the Company. The loan was listed due to a consultant that had never acquired shares in the Company. The Company disavows any knowledge of the loan, that the loan did not exist and that several vendors listed never performed services for the Company. The financial statements are restated to remove the misposted note payable and accrued interest that the Company shows never existed. This includes $15,000 of professional fees included in the originally issued March 31, 2010 financial statements.

From June 2008 through November 2008, the Company advanced funds to the consultant for services rendered that were never recorded in the books and records of the Company. Also, an officer of the Company had provided services for the Company and the invoice was not included in the financial statements. The financial statements are restated to include the transactions of the President of the Company.

F-7

BIG SKY PRODUCTIONS, INC.

(A Development Stage Enterprise)

Notes to Condensed Financial Statements

Note 4 – Restatement (continued)

The March 31, 2010 financial statements included a material invoice from the attorney who had prepared the S-1 filing, comment responses, post-effective amendments, and the first Form 10-Q in March 2009, all services provided prior to June 30, 2009. The $35,000 invoice had been included in the accounts payable and income statements as of September 30, 2009 but should have been included in the June 2009 financial statements. The June 2009 financial statements have been restated to reflect this correction which has adjusted the statement of operations for the nine months ended March 31, 2010.

The Company also incorrectly deferred $470 of revenue due to a miscalculation in the number of days a particular advertisement was running. The March 31, 2010 financial statements have been restated to include this improperly deferred revenue.

The net effect on the revised statement of operations for the nine months ended March 31, 2010 are:

	As Reported			Adjustments			As Restated
Statement of operations:
Revenue	$	24,325		$	470		$	24,795
Professional fees		66,897			(50,000	)		16,897
Interest expense		1,063			(1,063	)		-
Net loss		(67,197	)		51,533			(15,664	)

Note 5 - Segmented Information

The Company operates in one reportable business segment, being the sale of advertising space. All revenues for the three and nine month periods ended March 31, 2011 and 2010 were earned in the United States. All equipment is located in the United States.

Note 6 – Related Party Transactions

During the nine months ended March 31, 2011, the Company received a loan from a director totaling $3,500. The loan is non-interest bearing, due on demand and as such is included in current liabilities. Imputed interest has been considered, was determined to be immaterial to the financial statements as a whole and as such is not included herein.

During the nine months ended March 31, 2011, the Company paid $23,680 (2010 - $7,000) in commissions to a director and officer of the Company related to advertising sales during the period. As of March 31, 2011, $11,049 (June 30, 2010 - $929) has been deferred and recorded as an other current asset on the balance sheet.

From inception to December 31, 2010 the Company has advanced funds to its President totaling $1,240 to use for future travel. These amounts were recognized during the three months ended March 31, 2011.

F-8

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward Looking Statements

This Form 10-Q contains statements that constitute forward-looking statements. The words “expect,” “estimate,” “anticipate,” “predict,” “believe,” and similar expressions and variations thereof are intended to identify forward-looking statements. Such forward-looking statements include statements regarding, among other things, (a) our projected sales and profitability, (b) our growth strategies, (d) anticipated trends in our industry, (d) our future financing plans, (e) our anticipated needs for working capital and (f) the benefits related to ownership of our common stock. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements for the reasons, among others, described within the various sections of this Form 10-Q.

In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Form 10-Q will in fact occur as projected. We undertake no obligation to release publicly any updated information about forward-looking statements to reflect events or circumstances occurring after the date of this Form 10-Q or to reflect the occurrence of unanticipated events.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our”, the “Company” and “Big Sky” means Big Sky Productions, Inc. unless otherwise indicated.

Recent Corporate Developments

Since the commencement of our third quarter ended March 31, 2011, we have experienced the following corporate developments;

During the third quarter we determined not to proceed with the transactions outlined in our letter of intent with Wedge Clamp Systems Inc. and Wedge Clamp International Corp. (together the “Target Companies”) pursuant to which we intended to acquire all of the issued and outstanding securities of the Target Companies.

During the nine months ended March 31, 2011 the Company has increased its revenues by 154.2% as compared to the nine months ended March 31, 2010. The increase in revenue was the result of increased media marketing services and retention of new clients during the period. Subsequent to the recent quarter end the Company has entered into and received payments totalling US$159,350 from four new clients retained since up to the date of this quarterly report. In view of the foregoing and the stage of development of the Company’s operations as at the date of this quarterly report, management has determined that the Company has ceased to be a “shell company” as such term is defined in rule 12b-2 of the Securities Exchange Act of 1934. Please see the accompanying Form 10 Information in this Form 10-Q included under the heading “Item 5. Other Information”.

Our Current Business

Big Sky Productions, Inc. (“BSPI”) is a Nevada Corporation, incorporated on February 28, 2008. Our business is focused on media and film production and presently consists of the following: (i) film production and distribution; and (ii) an online news magazine and terrestrial radio program broadcast known as the “Ellis Martin Report”. Our radio program is broadcast during market hours in several key US cities and worldwide on the web featuring small-cap or microcap companies from a variety of industry sectors trading on a number of North American and foreign exchanges.

We produce and provide news, general analyst opinions and other programming content. Our content is distributed to radio stations and digital platforms. We have been involved with the productions of an AM radio show called the “Ellis Martin Report” whereby we sell radio airtime to customers who discuss their company. The airtime is purchased from a third party radio airtime broker at a discount to our company. Through this activity we generate revenue.

We derive substantially all of our revenue from the sale of 3 minute, 5 minute, and 10 minute and 60 second commercial airtime increments to companies. Our clients who target local/regional audiences generally find that an effective method is to purchase shorter duration interviews, which are principally correlated to our stock and information related programming and content. Our clients who target national audiences generally find that a cost effective method is to purchase longer airtime, which are principally correlated to our news, stock market related programming and content. A growing number of advertisers purchase both local/regional and national airtime. Our goal is to maximize the yield of our available commercial airtime to optimize revenue and profitability.

There are a variety of factors that influence our revenue on a periodic basis, including but not limited to:

·	economic conditions and the relative strength or weakness in the United States economy;

·	advertiser spending patterns and the timing of the broadcasting of our programming, principally the seasonal nature of financial programming;

·	changes in ratings/audience levels for our programming; increases or decreases in our portfolio of program offerings and the audiences of our programs, including changes in the demographic composition of our audience base;

·	advertiser demand on a local/regional or national basis for radio related advertising products; increases or decreases in the size of our advertiser sales force; and

·	competitive and alternative programs and advertising mediums.

Our commercial airtime is perishable, and accordingly, our revenue is significantly impacted by the commercial airtime available at the time we enter into an arrangement with a company. Our ability to specifically isolate the relative historical aggregate impact of price and volume is not practical as commercial airtime is sold and managed on an order-by-order basis. We closely monitor advertiser commitments for the current calendar year, with particular emphasis placed on the annual upfront process. We take the following factors, among others, into account when pricing commercial airtime: (1) the dollar value, length and breadth of the order; (2) the desired reach and audience demographic; (3) the quantity of commercial airtime available for the desired demographic requested by the advertiser for sale at the time their order is negotiated; and (4) the proximity of the date of the order placement to the desired broadcast date of the commercial airtime.

The principal components of our operating expenses are programming, production and distribution costs (including affiliate compensation and broadcast rights fees), selling expenses, including commissions, promotional expenses and bad debt expenses, depreciation and amortization, and corporate general and administrative expenses.

We consider our operating cost structure to be largely fixed in nature, and as a result, we need several months lead time to make significant modifications to our cost structure to react to what we view are more than temporary increases or decreases in advertiser demand. This becomes important in predicting our performance in periods when advertiser revenue is increasing or decreasing. In periods where advertiser revenue is increasing, the fixed nature of a substantial portion of our costs means that operating income will grow faster than the related growth in revenue. Conversely, in a period of declining revenue, operating income will decrease by a greater percentage than the decline in revenue because of the lead time needed to reduce our operating cost structure. If we perceive a decline in revenue to be temporary, we may choose not to reduce our fixed costs, or may even increase our fixed costs, so as to not limit our future growth potential when the advertising marketplace rebounds. We carefully consider matters such as credit and commercial inventory risks, among others, in assessing arrangements with our programming and distribution partners. In those circumstances where we function as the principal in the transaction, the revenue and associated operating costs are presented on a gross basis in the accompanying Statement of Operations. In those circumstances where we function as an agent or sales representative, our effective commission is presented within revenue with no corresponding operating expenses. Although no individual relationship is significant, the relative mix of such arrangements is significant when evaluating operating margin and/or increases and decreases in operating expenses.

Since our inception, with respect to our film production business we have been engaged in business planning activities, including researching the industry, developing our economic models and financial forecasts, performing due diligence regarding potential geographic locations most suitable for our services, identifying future sources of capital and developing a business plan as a producer of low-budget motion pictures. Our company intends to use North America as its primary area for producing these feature films. We cannot provide any assurance or guarantee that we will be able to continue generating revenues in the future years through this activity. Potential investors must be aware if we are unable to raise additional funds through the sale of our common stock and generate sufficient revenues, any investment made into our company would be lost in its entirety.

Plan of Operation

The following discussion should be read in conjunction with the information contained in the financial statements of Big Sky Productions, Inc. (“BSPI”) and the notes which form an integral part of the financial statements which are attached hereto.

We are a development stage business involved in media and film production. Presently our business consists of the following: (i) film production and distribution; and (ii) an online news magazine and terrestrial radio program broadcast known as the “Ellis Martin Report”. Our radio program is broadcast during market hours in several key US cities and worldwide on the web featuring small-cap or microcap companies from a variety of industry sectors trading on a number of North American and foreign exchanges.

We estimate our expenses over the next 12 months to be as follows:

Expense		Amount
Professional fees	$	50,000
General and administrative		50,000
Consulting Fees		60,000
Total	$	160,000

As of March 31, 2011 we had cash of $3,821 and a working capital deficit of $58,194 (exclusive of deferred revenue for pre-paid radio time). Our estimated expenses over the next twelve months are $160,000. Accordingly we will need to raise additional funds to continue with our plan of operation during this period.

If we do not produce sufficient cash flow to support our operations over the next 12 months, we will need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern. There are no formal or informal agreements to attain such financing. We cannot assure any investor that, if needed, sufficient financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely for operations to continue and any investment made by an investor would be lost in its entirety.

Results of Operations

Three and Nine Month Summary

	Three Months Ended						Nine Months Ended
	March 31						March 31
	2011			2010			2011			2010
				(Restated)						(Restated)
Revenue	$	44,611		$	15,804		$	63,036		$	24,795
Gross Margin		31,617			2,217			36,329			6,217
Expenses		41,836			7,166			66,411			21,884
Other Income		--			3			--			3
Net Loss	$	(10,219	)	$	(4,947	)	$	(30,082	)	$	(15,664	)

Revenue

The Company derives revenues from the sale of advertising space on its radio program “The Ellis Martin Report.” “The Ellis Martin Report” is a paid news magazine airing on select AM radio stations in the United States. Clients and/or guests compensate the Company for time on this program to expose their business or stories to the listening audience. Advertising contracts are structured to run for a time period between 30 and 90 days. Accordingly, revenues are recognized on a pro-rata basis resulting in recognized revenue and deferred revenue of $31,617 and $36,329 for and as of the nine months ended March 31, 2011. Revenues for the nine months ended March 31, 2011 increased by 154.2% as compared to the nine months ended March 31, 2010. The increase in revenue was the result of increased media marketing services and retention of new clients during the period.

Operating Costs and Expenses

The major components of our expenses for the quarter are outlined in the table below:

	Three Months Ended				Nine Months Ended
	March 31				March 31
	2011		2010		2011		2010
			(Restated)				(Restated)
Professional fees	$	37,754	$	3,812	$	56,108	$	16,897
Depreciation		155		-		155		-
General and administrative		3,927		3,355		10,148		4,987
Total operating expenses	$	41,836	$	7,167	$	66,411	$	21,884

Three and Nine Months Ended March 31, 2011

The increase in our professional fees for the three and nine month period ended March 31, 2011 as compared to the same period in fiscal 2010 was primarily due to increase expenses associated with our reporting obligations under the Securities Exchange Act of 1934, as amended and expenses associated with negotiation of our proposed acquisition of Wedgeclamp.

The increase in our general and administrative expenses for the nine month period ended March 31, 2011 as compared to the same period in fiscal 2010 was primarily due to an increase in our business operations during the period as compared to the prior period.

Liquidity and Capital Resources

Working Capital

	March 31, 2011			June 30, 2010
	(unaudited)			(audited)
Current Assets	$	17,642		$	4,119
Current Liabilities		75,836			28,760
Working Capital Deficiency	$	(58,194	)	$	(24,641	)

Our working capital deficiency increased primarily as result of the inclusion of $28,662 in deferred revenue in currently liabilities.

Cash Flows

	Nine Months Ended March 31
	2011			2010
				(Restated)
Cash provided by (used in) operating activities	$	2,430				(24,401	)
Cash flows from investing activities		(3,342	)			--
Cash flows from financing activities		3,500				38,317
Cash at end of period	$	3,821			$	13,926

Cash provided by (used in) operating activities

Our cash provided by operating activities for the nine months ended March 31, 2011 compared to our cash provided by operating activities for the nine months ended March 31, 2010 increased by 109.96% due to increased business and new clients for the Company’s radio program.

Cash flows from investing activities

Our cash provided by operating activities for the nine months ended March 31, 2011 compared to our cash provided by operating activities for the nine months ended March 31, 2010 decreased by 100%.

Cash flows from financing activities

Our cash provided by operating activities for the nine months ended March 31, 2011 compared to our cash provided by operating activities for the nine months ended March 31, 2010 decreased by 91%.

Disclosure of Outstanding Share Data

As at the date of this quarterly report, the Company had 12,063,381 shares of common stock issued and outstanding, and no options, warrants or shares of any other class issued and outstanding as at the date of this report.

Going Concern

The audited financial statements accompanying our annual report on Form 10-K for the year ended June 30, 2010 have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As of March 31, 2011, we had cash of $3,821 and we estimate that we will require approximately $160,000 for costs associated with our plan of operation over the next 12 months. Accordingly, if we are not able to earn sufficient revenue to support our operations we will be required to raise additional funds.

These circumstances raise substantial doubt about our ability to continue as a going concern, as described in the explanatory paragraph to our independent auditors’ report on the June 30, 2010 and 2009 financial statements. The financial statements do not include any adjustments that might result from the outcome of that uncertainty. The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Future Financings

There is no assurance we will receive the required financing to complete our business plan. Even if we are successful in raising proceeds from an offering we have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. If we are unable to accomplish raising adequate funds then any it would be likely that any investment made into our company would be lost in its entirety.

Off-Balance Sheet Arrangements

We have no 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 of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Competitive Factors

The motion picture industry is intensely competitive. Competition comes from companies within the same business and companies in other entertainment media that create alternative forms of entertainment. The industry is currently evolving in such a way that certain multinational multimedia firms will be able to dominate this space because of their control over key film, magazine, and television content, as well as key network and cable outlets. These organizations have numerous competitive advantages, such as the ability to acquire financing for their projects and to make favorable arrangements for the distribution of completed films. All of our competitors will likely be organizations of substantially larger size and capacity, with far greater financial and personnel resources and longer operating histories, and may be better able to acquire properties, personnel and financing, and enter into more favorable distribution agreements. Our success will depend on public taste, which is both unpredictable and susceptible to rapid change.

As an independent film production company, we most likely will not have the backing of a major studio for production and distribution support. Consequently, we may not be able to complete a motion picture.

In order to be competitive, we intend to create independent motion pictures that may appeal to a wide range of public taste both in the United States and abroad. Moreover, by producing our films in Canada we believe that we will be able to significantly reduce production costs, and thereby offer our films to distributors at competitive pricing. Investors must be aware that at this time we have not produced any film and may not ever be successful in doing so in the future.

Regulations

Big Sky is subject to the following governmental regulation and required to comply in the following areas:

Distribution Arrangements

We intend to release our films in the United States through existing distribution companies, primarily independent distributors. We will retain the right for ourselves to market the films on a jurisdiction-by-jurisdiction basis throughout the rest of the world and to market television and other uses separately. To the extent that we may engage in foreign distribution of our films, we will be subject to all of the governmental regulations of doing business abroad including, but not limited to, government censorship, exchange controls, and copying, and licensing or qualification. At this point it is not possible to predict, with certainty, the nature of the distribution arrangements and extent of exact governmental regulations that may impact our business.

Intellectual Property Rights

Rights to motion pictures are granted legal protection under the copyright laws of the United States and most foreign countries, including Canada. These laws provide substantial civil and criminal penalties for unauthorized duplication and exhibition of motion pictures. Motion pictures, musical works, sound recordings, artwork, and still photography are separately subject to copyright under most copyright laws. The results of such investigations may warrant legal action, by the owner of the rights, and, depending on the scope of the piracy, investigation by the Federal Bureau of Investigation and/or the Royal Canadian Mounted Police with the possibility of criminal prosecution. Under the copyright laws of Canada and the United States, copyright in a motion picture is automatically secured when the work is created and "fixed" in a copy. We intend to register our films for copyright with both the Canadian Copyright Office and the United States Copyright Office. Both offices will register claims to copyright and issue certificates of registration but neither will "grant" or "issue" copyrights. Only the expression (camera work, dialogue, sounds, etc.) fixed in a motion picture can be protected under copyright. Registration with the appropriate office establishes a public record of the copyright claim.

Censorship

An industry trade association, the Motion Picture Association of America, assigns ratings for age group suitability for domestic theatrical distribution of motion pictures under the auspices of its Code and Rating Administration. The film distributor generally submits its film to the Code and Rating Administration for a rating. We plan to follow the practice of submitting our motion pictures for ratings.

Labor Laws

Many of the screenplay writers, performers, directors and technical personnel in the entertainment industry who we intend to be involved in our productions are members of guilds or unions that bargain collectively on an industry-wide basis and may have state and governmental regulations that we must comply with.

Employees

Currently, the Company believes the services provided by its officers and directors appears sufficient at this time. Our officers and directors do not have an employment agreement with us. During the next quarter the Company intends to expand into a leased office facility to accommodate a full time administrative assistant to the President, sales manager, a line/show producer, production engineer for multi-media operations including the production and continued development of The Ellis Martin Report and other media entities that Big Sky Productions may have under development. We expect during the next 90 days to add as many as four employees and lease new offices in Los Angeles County, California. Employee benefits etc. shall be determined at the time of hiring. We presently do not have pension, health, annuity, insurance, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no benefits available to any employee.

RISKS AND UNCERTAINTIES

Much of the information included in this quarterly report includes or is based upon estimates, projections or other “forward looking statements”. Such forward looking statements include any projections and estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other “forward looking statements” involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other “forward looking statements”.

Risks Relating to Our Financial Condition

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern.

We incurred a net loss of $148,665 for the period from February 28, 2008 (date of inception) to March 31, 2011. On March 31, 2011, we had cash of $3,821. Because we had limited operations and had no established source of revenue, in their report on our financial statements for the year ended June 30, 2010, our independent auditors included an explanatory paragraph regarding the substantial doubt about our ability to continue as a going concern.

Our ability to continue as a going concern is depending upon our ability to successfully accomplish our business plans and obtain adequate capital to fund operating losses until we become profitable. We have not generated significant revenues since our inception on February 28, 2008. We cannot assure that we will be able to generate enough revenue from the sale of advertising space on our radio program or the film production and distribution. In addition, if we are unable to establish and generate significant revenues, or obtain adequate future financing, our business will fail and you may lose some or all of your investment in our common stock.

We have a limited operating history as a media and film production and distribution company in which to evaluate our business.

We have a limited operating history as a media and film production and distribution company. Since our inception, we have been engaged in business planning activities, including researching the industry, developing our economic models and financial forecasts, performing due diligence regarding potential geographic locations most suitable for our services and identifying future sources of capital. Within the past year we have engaged in increased operations. No assurances of any nature can be made that we will be profitable. There can be no assurances that our management will be successful in managing our company.

We do not have sufficient cash on hand to satisfy all of our cash requirements for the next 12 month period and we do not anticipate that we will generate sufficient funds from operations to satisfy all of our cash requirements for the next 12 month period.

The issuance of additional equity securities by us will result in a significant dilution in the equity interests of our stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may not be able to expand or continue our operations and developments and so may be forced to scale back or cease operations or discontinue our business and you could lose your entire investment.

Our film production budgets may increase and film production spending may exceed such budgets.

Our future film budgets may increase due to factors including, but not limited to, (1) escalation in compensation rates of people required to work on our projects, (2) number of personnel required to work on our projects, (3) equipment needs, and (4) the addition of facilities to accommodate the growth of a studio. Due to production exigencies, which are often difficult to predict, it is not uncommon for film production spending to exceed film production budgets, and our projects may not be completed within the budgeted amounts. In addition, when production of each film is completed, we may incur significant carrying costs associated with transitioning personnel on creative and development teams from one project to another. These carrying costs increase overall production budgets and could have a material adverse effect on our results of operations and financial condition.

Risks Relating to Our Business

Our results have been in the past, and could be in the future, adversely affected by deteriorations in economic conditions

We derive the majority of our revenues from the sale of advertising space on our radio program “Ellis Martin Report”. The “Ellis Martin Report” is a paid news magazine airing on select AM radio stations in the United States. Clients and/or guests compensate our company for time on this program to expose their business or stories to the listening audience. The risks associated with our businesses become more acute in periods of a slowing economy or recession, which may be accompanied by a decrease in advertising. Expenditures by advertisers tend to be cyclical, reflecting economic conditions and budgeting and buying patterns. The recent global economic downturn resulted in a decline in advertising and marketing by our customers, which resulted in a decline in advertising revenues across our businesses. This reduction in advertising revenues had an adverse effect on our revenue, profit margins, cash flow and liquidity. Although we believe that global economic conditions are improving, if they do not continue to improve or if they deteriorate again, global economic conditions may once again adversely impact our revenue, profit margins, cash flow and liquidity. Furthermore, because a significant portion of our revenue is derived from local advertisers, our ability to generate revenues in specific markets is directly affected by local and regional conditions, and regional economic declines also may adversely impact our results. In addition, even in the absence of a downturn in general economic conditions, an individual business sector or market may experience a downturn, causing it to reduce its advertising expenditures, which may also adversely impact our results.

We cannot predict or quantify the impact economic conditions in the United States and abroad may have on the media and film production and distribution industries or the demand for our services.

The media and film production and distribution industries, as well as our business and earnings, are affected by general business and economic conditions in the United States and abroad, and continued or increased economic weakness could adversely affect demand for our products and services. Adverse economic conditions, such as high unemployment rates, fluctuations in debt and equity markets, poor credit availability, high cost of capital and declining investor confidence, may cause a significant reduction in consumer entertainment spending, media production levels, advertising spending, capital expenditures for systems integration projects, and media outsourcing demands, which would in turn materially impair our business and earnings. Our ability to increase or maintain revenue and earnings could be adversely affected to the extent that relevant economic environments remain weak or decline further. We are unable to predict the extent of any of these potential adverse effects.

Our success is dependant upon audience acceptance of our content, particularly our radio program, which is difficult to predict.

Media and film production and distribution are inherently risky businesses because the revenues derived from the production and distribution of media content or films, and the licensing of rights to the intellectual property associated with the content or films, depend primarily upon their acceptance by the public, which is difficult to predict. The commercial success of content or a film also depends upon the quality and acceptance of other competing programs released into the marketplace at or near the same time, the availability of alternative forms of entertainment and leisure time activities, general economic conditions and other tangible and intangible factors, all of which are difficult to predict. Rating points are also factors that are weighed when determining the advertising rates that we receive. Poor ratings can lead to a reduction in pricing and advertising revenue. Consequently, low public acceptance of our content, particularly our radio program, could have an adverse effect on our results of operations.

If we fail to adequately manage our growth, we may not be successful in growing our business and becoming profitable.

We expect our business and number of employees to grow over the next year. We expect that our growth will place significant stress on our operation, management, employee base and ability to meet capital requirements sufficient to support our growth over the next 12 months. Any failure to address the needs of our growing business successfully could have a negative impact on our chance of success.

If we acquire or invest in other businesses, we will face certain risks inherent in such transactions.

We may acquire, make investments in, or enter into strategic alliances or joint ventures with, companies engaged in businesses that are similar or complementary to ours. If we make such acquisitions or investments or enter into strategic alliances, we will face certain risks inherent in such transactions, including, but not limited to the following:

·	difficulties in integrating and managing the operations, technologies and products of the companies we acquire;

·	diversion of our management’s attention from normal daily operations of our business;

·	our inability to maintain the key business relationships and reputations of the businesses we acquire;

·	uncertainty of entry into markets in which we have limited or no prior experience or in which competitors have stronger market positions;

·	our dependence on unfamiliar affiliates and partners of the companies we acquire;

·	insufficient revenue to offset our increased expenses associated with the acquisitions;

·	our responsibility for the liabilities of the businesses we acquire; and

·	potential loss of key employees of the companies we acquire.

We cannot assure you that if we make any future acquisitions, investments, strategic alliances or joint ventures that they will be completed in a timely manner, that they will be structured or financed in a way that will fund those transactions or that they will meet our strategic objectives or otherwise be successful. Failure to effectively manage any of these transactions could result in material increases in costs or reductions in expected revenues, or both.

Our executive officers devote only part time efforts to our business which may not be sufficient to successfully develop our business.

The amount of time which our executive officers devote to our business is limited because they have obligations to entities other than our company. We expect them to spend approximately 10 hours per week on our business affairs. While we expect them to increase the percentage of the working time they devote to our company if our operations increase, the amount of time which they devote to our business may not be sufficient to fully develop our business.

The loss of key personnel, including on-air personality, could disrupt the management and operations of our business.

Our business depends upon the continued efforts, abilities and expertise of our executive officers and other key employees, including on-air personality, namely, Ellis Martin, our president. We believe that the combination of skills and experience possessed by our executive officers could be difficult to replace, and that the loss of one or more of them could have a material adverse effect on us, including the impairment of our ability to execute our business strategy. In addition, the loss of our on-air personality could impact our ability to sell advertising and our ability to derive revenue from the radio program hosted by him. We cannot be assured that these individuals will remain with us or Mr. Martin will retain his current audiences or ratings.

We currently depend on a third party radio airtime broker to purchase the airtime for broadcasting our radio program “Ellis Martin Report.” Any material reduction in the audience available through the purchase of the airtime from this broker would have an adverse effect on our advertising sales and financial results.

We rely on a third party radio airtime broker under a verbal agreement without a written contract to purchase airtime at a discount to our company for broadcasting our radio program “Ellis Martin Report”, whereby we sell radio airtime to customers who discuss their companies. Any material reduction in the audience available through the purchase of the airtime from this broker would have an adverse effect on our advertising sales and financial results. In addition, if our existing relationship with this broker deteriorates or is terminated in the future, and we are not successful in establishing a relationship with an alternative airtime broker, our advertising sales and financial results could be adversely affected.

Our business depends on certain client industries.

We derive substantially all our revenues from services provided to the clients in the resource sector. Fundamental changes in the business practices of any of these client industries could cause a material reduction in demand by our clients for the services offered by us. Our business benefits from the volume of resource sector content being created and distributed as well as the success or popularity of the Ellis Martin Report. Accordingly, a decrease in either the supply of, or demand for, original content would have a material adverse effect on our results of operations. Factors that could impact radio advertising and the general demand for original content include the continued fragmentation of and competition for the attention of radio audiences, the proliferation of alternatives to traditional radio listening (including Internet video services) and general economic conditions. Further consolidation among companies that produce, own or distribute entertainment or advertising content could adversely affect the demand for our services.

Our business is subject to increased competition resulting from new entrants into our business, consolidated companies and new technology/platforms, each of which has the potential to adversely affect our business.

We are a small independent producer and distributor and our business segments operate in a highly competitive environment. Our radio programming competes for audiences and advertising revenue directly with radio and television stations and other syndicated programming, as well as with other media such as satellite radio, newspapers, magazines, cable television, outdoor advertising, direct mail and, more increasingly, digital media. We may experience increased audience fragmentation caused by the proliferation of new media platforms, including the Internet and video-on-demand and the deployment of portable digital devices and new technologies which allow consumers to time shift programming, make and store digital copies and skip or fast-forward through advertisements. New or existing competitors may have resources significantly greater than our own and, in particular, the consolidation of the radio industry has created opportunities for large radio groups, such as Clear Channel Communications, CBS Radio and Citadel Broadcasting Corporation to gather information and produce radio and television programming on their own. Increased competition, in part, has resulted in reduced market share, and could result in lower audience levels, advertising revenue and cash flow. There can be no assurance that we will be able to compete effectively, be successful in our efforts to gain market share and increase or maintain our current audience ratings and advertising revenue. To the extent we experience a decline in audience for our program, advertisers’ willingness to purchase our advertising could be further reduced.

Although we are a small independent producer and distributor at this time, we expect to constantly compete with major U.S. and international studios. Most of the major U.S. studios are part of large diversified corporate groups with a variety of other operations, including television networks and cable channels that can provide both means of distributing their products and stable sources of earnings that may allow them better to offset fluctuations in the financial performance of their motion picture and television operations. In addition, the major studios have more resources with which to compete for ideas, storylines and scripts created by third parties as well as for actors, directors and other personnel required for production. The resources of the major studios may also give them an advantage in acquiring other businesses or assets, including film libraries, that we might also be interested in acquiring. The foregoing could have a material adverse effect on our business, results of operations and financial condition.

Our business involves risks of liability claims for media content, which could adversely affect our business, results of operations and financial condition.

As a distributor of media content, we may face potential liability for defamation, invasion of privacy, negligence, copyright or trademark infringement and other claims based on the nature and content of the materials distributed. These types of claims have been brought, sometimes successfully, against producers and distributors of media content. Any imposition of liability that is not covered by insurance or is in excess of insurance coverage could have a material adverse effect on our business, results of operations and financial condition.

Even to the extent such claims do not result in liability, we could incur significant costs in investigating and defending against such claims. The imposition on us of potential liability for information disseminated by us could require implementation of measures to reduce exposure to such liability, which may require the expenditure of substantial resources and limit the attractiveness of our services.

Others may assert intellectual property infringement claims against us.

One of the risks of the media and film production and distribution business is the possibility that others may claim that our productions and distributions infringe the intellectual property rights of third parties with respect to their previously developed programs, films, stories, characters, other entertainment or intellectual property. We may receive in the future claims of infringement or misappropriation of other parties’ proprietary rights. Any such assertions or claims may materially adversely affect our business, financial condition or results of operations. Irrespective of the validity or the successful assertion of such claims, we could incur significant costs and diversion of resources in defending against them, which could have a material adverse effect on our business, financial condition or results of operations. If any claims or actions are asserted against us, we may seek to settle such claim by obtaining a license from the plaintiff covering the disputed intellectual property rights. We cannot provide any assurances, however, that under such circumstances a license, or any other form of settlement, would be available on reasonable terms or at all.

We may be unable to protect the intellectual property rights upon which our business relies.

We have certain intellectual property rights such as trademarks for our brand names and copyrights for our media content which we view as important to our business. It may be possible for a third party to copy or otherwise obtain or use our intellectual property without authorization or to develop similar contents independently. Litigation may be necessary in the future to enforce our intellectual property rights, to protect our trademarks, or to determine the validity and scope of the proprietary rights of others. Such litigation could result in substantial costs and diversion of resources and could have a material adverse effect on our future operating results.

Our disclosure controls and procedures and internal control over financial reporting were proven not effective, which may cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management evaluated our disclosure controls and procedures as of March 31, 2011 and concluded that as of that date, our disclosure controls and procedures were not effective. In addition, our management evaluated our internal control over financial reporting as of June 30, 2010 and concluded that that there were material weaknesses in our internal control over financial reporting as of that date and that our internal control over financial reporting was not effective as of that date. A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or quarterly financial statements will not be prevented or detected on a timely basis.

We have not yet remediated these material weaknesses and we believe that our disclosure controls and procedures and internal control over financial reporting continue to be ineffective. Until we remediate these material weaknesses, our ability to report annual and quarterly financial results or other information required to be disclosed on a timely and accurate basis may be adversely affected and our financial reporting may continue to be unreliable, which could result in misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

Risks Relating to Our Common Stock

Our common stock is illiquid and stockholders may be unable to sell their shares.

There is currently a limited market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our stockholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. If we establish a trading market for our common stock, the market price of our common stock is likely to be highly volatile and may also fluctuate significantly in response to the factors such as actual or anticipated fluctuations in our operation results, general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the shares of development stage companies and that have often been unrelated to the operating performances of these companies. Any such fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance.

Because our executive officers and directors control a large percentage of our common stock, they have the ability to influence matters affecting our stockholders.

Ellis Martin, our president and one of our directors, and Douglas Brett Whitelaw, our vice president and one of our directors, collectively own approximately 86% of the issued and outstanding shares of our common stock. As a result, they have the ability to influence matters affecting our stockholders, including the election of our directors, the acquisition or disposition of our assets, and the future issuance of our shares. Because they control such shares, investors will find it difficult to replace our management if they disagree with the way our business is being operated. Because the influence by Messrs. Martin and Whitelaw could result in management making decisions that are in their best interest and not in the best interest of our stockholders, our stockholders may lose some or all of the value of their investment in our common stock.

If we issue additional shares in the future, it will result in the dilution of our existing stockholders.

Our articles of incorporation authorize the issuance of up to 75,000,000 shares of common stock with a par value of $0.001 per share. Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares will reduce the book value and market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will reduce the proportionate ownership and voting power of all current stockholders. Further, such issuance may result in a change of control of our company.

Penny stock rules will limit the ability of our stockholders to sell their stock.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 (excluding the value of the primary residence of such individuals) or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our stock.

We do not intend to pay dividends on any investment in the shares of stock of our company.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4T. CONTROLS AND PROCEDURES.

As required by Rule 13a-15 of the Securities Exchange Act of 1934, as amended, our principal executive officer and principal financial officer evaluated our company's disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Securities Exchange Act of 1934, as amended is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and to ensure that such information is accumulated and communicated to our company's management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small staff: (i) lack of a sufficient number of independent directors for our board and audit committee. We currently have no independent director on our board. As a publicly-traded company, we strive to have a majority of our board of directors be independent; (ii) inadequate segregation of duties and effective risk assessment; and (iii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending June 30, 2011, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely effected in a material manner.

It should be noted that while our management believes our disclosure controls and procedures provide a reasonable level of assurance, they do not expect that our disclosure controls and procedures or internal controls will prevent all error and all fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of internal control is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

There were no changes in our internal control over financial reporting during the three month period ended March 31, 2011 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1A. RISK FACTORS.

Not Applicable. Please refer to the section titled Risks and Uncertainties beginning on page 10.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. (REMOVED AND RESERVED).

ITEM 5. OTHER INFORMATION.

Management of Big Sky Productions, Inc. has determined that as of the date of this quarterly report our company has ceased to be “shell company” as such term is defined in rule 12b-2 of the Securities Exchange Act of 1934. The following constitutes Form 10 Information regarding the business of our company.

FORM 10 INFORMATION

ITEM 1. BUSINESS

Corporate History

Big Sky Productions, Inc. (“BSPI”) is a Nevada Corporation, incorporated on February 28, 2008. Our principal office is located at 12021 Wilshire Blvd. #234, Los Angeles, California 90025. Our telephone number is 310.430.1388. Our business is focused on media and film production and presently consists of the following: (i) film production and distribution; and (ii) an online news magazine and terrestrial radio program broadcast known as the “Ellis Martin Report”. Our radio program is broadcast during market hours in several key US cities and worldwide on the web featuring small-cap or microcap companies from a variety of industry sectors trading on a number of North American and foreign exchanges.

There are a variety of factors that influence our revenue on a periodic basis, including but not limited to:

·	economic conditions and the relative strength or weakness in the United States economy;

·	advertiser spending patterns and the timing of the broadcasting of our programming, principally the seasonal nature of financial programming;

·	changes in ratings/audience levels for our programming; increases or decreases in our portfolio of program offerings and the audiences of our programs, including changes in the demographic composition of our audience base;

·	advertiser demand on a local/regional or national basis for radio related advertising products; increases or decreases in the size of our advertiser sales force; and

·	competitive and alternative programs and advertising mediums.

If we perceive a decline in revenue to be temporary, we may choose not to reduce our fixed costs, or may even increase our fixed costs, so as to not limit our future growth potential when the advertising marketplace rebounds. We carefully consider matters such as credit and commercial inventory risks, among others, in assessing arrangements with our programming and distribution partners. In those circumstances where we function as the principal in the transaction, the revenue and associated operating costs are presented on a gross basis in the accompanying Statement of Operations. In those circumstances where we function as an agent or sales representative, our effective commission is presented within revenue with no corresponding operating expenses. Although no individual relationship is significant, the relative mix of such arrangements is significant when evaluating operating margin and/or increases and decreases in operating expenses.

Recent Corporate Developments

Since the commencement of our third quarter ended March 31, 2011, we have experienced the following corporate developments;

During the nine months ended March 31, 2011 the Company has increased its revenues by 154.2% as compared to the nine months ended March 31, 2010. The increase in revenue was the result of increased media marketing services and retention of new clients during the period. Subsequent to the recent quarter end the Company has entered into and received payments totalling US$159,350 from four new clients retained since up to the date of this quarterly report. In view of the foregoing and the stage of development of the Company’s operations management as at the date of this quarterly report, management has determined that the Company has ceased to be a “shell company” as such term is defined in rule 12b-2 of the Securities Exchange Act of 1934.

Competitive Factors

Regulations

Big Sky is subject to the following governmental regulation and required to comply in the following areas:

Distribution Arrangements

Intellectual Property Rights

Censorship

Labor Laws

Employees

We expect during the next 90 days to add as many as four employees and lease new offices in Los Angeles County, California. Employee benefits etc. shall be determined at the time of hiring. We presently do not have pension, health, annuity, insurance, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no benefits available to any employee.

RISKS AND UNCERTAINTIES

Risks Relating to Our Financial Condition

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern.

Our ability to continue as a going concern is depending upon our ability to successfully accomplish our business plans and obtain adequate capital to fund operating losses until we become profitable. We have not generated significant revenues since our inception on February 28, 2008. Since we only recently commenced business operations, we will, in all likelihood, continue to incur operating expenses without significant revenues for the foreseeable future. We cannot assure that we will be able to generate enough revenue from the sale of advertising space on our radio program or the film production and distribution. In addition, if we are unable to establish and generate significant revenues, or obtain adequate future financing, our business will fail and you may lose some or all of your investment in our common stock.

We have a limited operating history as a media and film production and distribution company in which to evaluate our business.

We have a limited operating history as a media and film production and distribution company. Since our inception, we have been engaged in business planning activities, including researching the industry, developing our economic models and financial forecasts, performing due diligence regarding potential geographic locations most suitable for our services and identifying future sources of capital. Within the past year we have engaged in minimal operations. No assurances of any nature can be made that we will be profitable. There can be no assurances that our management will be successful in managing our company.

We anticipate that our cash on hand and the revenue that we anticipate generating going forward from our operations will not be sufficient to satisfy all of our cash requirements for the next 12 month period. Management anticipates that our capital resources are insufficient to cover costs for the next 12 month period. As a result, we anticipate we will have to raise additional funds for the continued development of our business. Such additional funds may be raised through the sale of additional stock, stockholder and director advances and/or commercial borrowing. There can be no assurance that a financing will be available if necessary to meet these continuing development costs or, if the financing is available, that it will be on terms acceptable to us. The issuance of additional equity securities by us will result in a significant dilution in the equity interests of our stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may not be able to expand or continue our operations and developments and so may be forced to scale back or cease operations or discontinue our business and you could lose your entire investment.

Our film production budgets may increase and film production spending may exceed such budgets.

Risks Relating to Our Business

Our results have been in the past, and could be in the future, adversely affected by deteriorations in economic conditions

We cannot predict or quantify the impact economic conditions in the United States and abroad may have on the media and film production and distribution industries or the demand for our services.

Our success is dependant upon audience acceptance of our content, particularly our radio program, which is difficult to predict.

If we fail to adequately manage our growth, we may not be successful in growing our business and becoming profitable.

If we acquire or invest in other businesses, we will face certain risks inherent in such transactions.

·	difficulties in integrating and managing the operations, technologies and products of the companies we acquire;

·	diversion of our management’s attention from normal daily operations of our business;

·	our inability to maintain the key business relationships and reputations of the businesses we acquire;

·	uncertainty of entry into markets in which we have limited or no prior experience or in which competitors have stronger market positions;

·	our dependence on unfamiliar affiliates and partners of the companies we acquire;

·	insufficient revenue to offset our increased expenses associated with the acquisitions;

·	our responsibility for the liabilities of the businesses we acquire; and

·	potential loss of key employees of the companies we acquire.

Our executive officers devote only part time efforts to our business which may not be sufficient to successfully develop our business.

The loss of key personnel, including on-air personality, could disrupt the management and operations of our business.

Our business depends on certain client industries.

Factors that could impact radio advertising and the general demand for original content include the continued fragmentation of and competition for the attention of radio audiences, the proliferation of alternatives to traditional radio listening (including Internet video services) and general economic conditions. Further consolidation among companies that produce, own or distribute entertainment or advertising content could adversely affect the demand for our services.

Our business involves risks of liability claims for media content, which could adversely affect our business, results of operations and financial condition.

Others may assert intellectual property infringement claims against us.

We may be unable to protect the intellectual property rights upon which our business relies.

Risks Relating to Our Common Stock

Our common stock is illiquid and stockholders may be unable to sell their shares.

Because our executive officers and directors control a large percentage of our common stock, they have the ability to influence matters affecting our stockholders.

If we issue additional shares in the future, it will result in the dilution of our existing stockholders.

Penny stock rules will limit the ability of our stockholders to sell their stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder’s ability to buy and sell our stock.

We do not intend to pay dividends on any investment in the shares of stock of our company.

ITEM 2. FINANCIAL INFORMATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Plan of Operation

We estimate our expenses over the next 12 months to be as follows:

Expense	Amount
Professional fees	$	50,000
General and administrative		50,000
Consulting Fees		60,000
Total	$	160,000

Since incorporation, our company has financed our operations through our revenues, sale of our common stock and loans from shareholders. There is no assurance the Company will be able to enter into sufficient business operations adequate enough to insure continued operations. If we do not produce sufficient cash flow to support our operations over the next 12 months, we will need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern. There are no formal or informal agreements to attain such financing. We cannot assure any investor that, if needed, sufficient financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely for operations to continue and any investment made by an investor would be lost in its entirety.

Restatement

The loan was listed due to a consultant that had never acquired shares in the Company. The Company disavows any knowledge of the loan and that the loan did not exist and that several vendors listed never performed services for the Company. The financial statements are restated to remove the misposted note payable and accrued interest that the Company shows never existed.

From June 2008 through November 2008, the Company advanced funds to the consultant for services rendered that were never recorded in the books and records of the Company. Also, an officer of the Company had provided services for the Company and the invoice was not included in financial statements. The financial statements are restated to include the transactions of the President of the Company.

The June 30, 2009 financial statements did not include a material invoice from the attorney who had prepared the S-1 filing, comment responses, post-effective amendments, and the first Form 10-Q in March 2009, all services provided prior to June 30, 2009. The $35,000 invoice has been included in the accounts payable and income statements as of June 30, 2009.

The net effect on the revised statements for June 30, 2009 are:

Balance sheet:

		As Reported		Adjustments		As Restated
Prepaid expenses	$	-	$	500	$	500
Accounts payable		700		35,000		35,700
Accrued interest		754		(754)		-
Shareholder loan		22,500		(22,500)		-
Shareholder loan		-		15,000		15,000
Accumulated Deficit	$	(47,502)	$	(26,246)	$	(73,748)
Statement of Operations:
Professional fees	$	44,658	$	27,000	$	71,658
Interest expense		754		(754)		-
Net loss	$	(45,502)	$	(26,246)	$	(71,748)

Results of Operations

Summary of Financial Data

	As of June 30, 2010

Revenues	$	38,431

Operating Expenses	$	(51,828)

Earnings (Loss)	$	(44,551)

Total Assets	$	4,119

Liabilities	$	28,760

Shareholders’ deficit	$	(24,641)

Revenues. Fiscal Year 2010 the focus of the Company was primarily on raising proceeds through its registered offering whereby during the year ended June 30, 2010, the Company issued 1,070,000 shares of its common stock for $0.05 per share for total cash consideration of $53,500 pursuant to its S-1 registration statement filed with the SEC. In addition, the Company began generating revenues from the sale of advertising space on its radio program “The Ellis Martin Report.” Revenues for the nine months ended March 31, 2011 increased by 154.2% as compared to the nine months ended March 31, 2010. The increase in revenue was the result of increased media marketing services and retention of new clients during the period.

Liquidity. As of June 30, 2010, the Company had $1,233 of cash on hand compared to $10 of cash at year end 2009. This increase was primarily due to the proceeds received from the sale of our common stock. The Company will be required to raise additional funds in order to continue its business. The Company generated revenues of $38,431 during the year.

Going Concern

Future Financings

Off-Balance Sheet Arrangements

Critical Accounting Policies

The preparation of our consolidated financial statements and notes thereto requires management to make estimates and assumptions that affect the amounts and disclosures reported within those financial statements. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, contingencies, litigation and income taxes. Management bases its estimates and judgments on historical experiences and on various other factors believed to be reasonable under the circumstances. Actual results under circumstances and conditions different than those assumed could result in differences from the estimated amounts in the financial statements. There have been no material changes to these policies during fiscal 2010.

Our critical accounting policies are as follows:

Stock Based Compensation. ASC 718 "Compensation - Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities.

The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction is recognized as a liability; otherwise, the transaction is recognized as equity

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Recently Issued Accounting Standards

In April 2010, the FASB codified the consensus reached in Emerging Issues Task Force Issue No. 08-09, “Milestone Method of Revenue Recognition.” FASB ASU No. 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. FASB ASU No. 2010-17 is effective for fiscal years beginning on or after June 15, 2010, and is effective on a prospective basis for milestones achieved after the adoption date. The Company does not expect this ASU will have a material impact on its financial position or results of operations when it adopts this update on October 1, 2010.

Management believes recently issued accounting pronouncements will have no impact on the financial statements of BigSky Productions, Inc.

ITEM 3. PROPERTIES

Ellis Martin, officer and director, makes available his office located at 12021 Wilshire Blvd. #234, Los Angeles, California 90025 to the Company free of charge. There are no arrangements by and between Mr. Martin and the Company for use of the office space. The Company does not have exclusive use of this office space; Mr. Martin also utilizes this space for purposes other than those of the Company.

BigSky’s management does not currently have policies regarding the acquisition or sale of real estate assets primarily for possible capital gain or primarily for income. BigSky does not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table provides the names and addresses of each person known to BigSky to own more than 5% of the outstanding common stock as of June 30, 2010, and by the Officers and Directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.

Title of Class	Name and Address of Beneficial Owner	Amount of Beneficial Ownership		Percent of Class*
Common Stock	Ellis Martin 204 Mescal Circle NW Albuquerque, New Mexico 87105		5,411,381		44.86	%
Common Stock	Mirza Santillan 204 Mescal Circle NW Albuquerque, New Mexico 87105		250,000		2.07	%
Common Stock	Douglas Brett Whitelaw 204 Mescal Circle NW Albuquerque, New Mexico 87105		5,000,000		41.45	%

*The percent of class is based on 12,063,381 shares of common stock issued and outstanding as of June 30, 2010.

During the fiscal year 2010 Mr. Ellis Martin sold in a private placement transaction 5,000,000 common shares of stock to Mr. Douglas Brett Whitelaw.

Changes in Control. There are no arrangements known to the Company involving any pledge by any person of securities of the Company’s common stock to effective a change of control of the Company.

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS

Background of Directors, Executive Officers, Promoters and Control Persons

Ellis Martin, Age 55: From 2000 to present, Mr. Martin has been the Executive Producer of The Opportunity Show (now the Ellis Martin Report) and is the President and CEO of the parent corporation, Sol Media International Ltd. Sol Media produces and airs syndicated financial and talk radio programs such as The Opportunity Show heard on radio stations across North America. Prior to this employment Mr. Martin has held a variety of broadcasting positions in California, New York and New Mexico. He has been a member of the Hollywood Screen Actors Guild since 1990. He is a founding director of the New Mexico Film Industry Coalition, as well as the Southwest Playwright’s Laboratory.

Mirza Santillan, Age 31: Since 2008, Ms. Santillan has worked at Sol Media as the Director of Operations where she has been engaged in research, investigation and reporting in addition to her management role. During her tenure at Sol Media, she has assisted in the Company’s radio production of its syndicated national program, “The Opportunity Show.” As Director of Operations she has been responsible for management of the staff, scheduling guests and managing the financial needs of Sol Media. Prior to this employment, Ms. Santillan worked for the Law Offices of L. Edmund Kellogg as Office Manager and a paralegal. She is approved as a paralegal by the American Bar Association. She received her training at Pasadena City College.

Douglas Brett Whitelaw, age 57: Since January 2000, Mr. Whitelaw has been an officer and director of Conquest Resources Limited, which trades on the TSX Venture exchange under the ticker symbol “CQR” where he heads up the corporate development and investor relations department

There are no familial relationships among our officers or directors. None of our directors or officers is a director in any other reporting companies. None of our directors or officers has been affiliated with any company that has filed for bankruptcy within the last five years. The Company is not aware of any proceedings to which any of the Company’s officers or directors, or any associate of any such officer or director, is a party adverse to the Company.

Each director of the Company serves for a term of one year or until the successor is elected at the Company's annual shareholders' meeting and is qualified, subject to removal by the Company's shareholders. Each officer serves, at the pleasure of the board of directors, for a term of one year and until the successor is elected at the annual meeting of the board of directors and is qualified.

Corporate Governance

Code of Ethics. We have adopted a Code of Ethics for our principal executive and financial officer, Ellis Martin. Our Code of Ethics is filed as an Exhibit to the registration statement filed on Form S-1 on August 12, 2008.

Nominating Committee. We have not established a Nominating Committee because of our limited operations; and because we have only one director/officer, we believe that we are able to effectively manage the issues normally considered by a Nominating Committee.

Audit Committee. The Company has appointed an outside director and formed an audit committee in order to enhance the establishment and review of internal controls and procedures. We believe that we are now able to effectively manage the issues normally considered by the Audit Committee.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

	1.	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

	2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

	3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

	4.	being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended June 30, 2010, all filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.

ITEM 6. EXECUTIVE COMPENSATION

Summary Compensation Table

Name and principal position	Fiscal Year	Salary	Bonus	Other annual compensation	Restricted stock award(s)	Securities underlying options/ SARs	LTIP payouts	All other compensation
Ellis Martin Director, CEO,CFO, President	2009	0	0	0	20,808	0	0	0
	2010	0	0	10,100	0	0	0	0

Mirza Santillan Secretary/Treasurer		2009		0		0		0		0		0		0		0
		2010		0		0		11,590		0		0		0		0

Douglas Brett Whitelaw Vice Pres./ Director		2009		0		0		0		0		0		0		0
		2010		0		0		0		0		0		0		0

Notes:

1.	Mr. Martin, Ms. Santillan and Mr. Whitelaw have obligations to entities other than BigSky. We expect them to spend approximately 10 hours per week on our business affairs. As of the date of this Form 10-K, BigSky is not engaged in any transactions, either directly or indirectly, with any persons or organizations considered promoters.
2.	There were cash payments paid to the executive officers for commissions and contract services rendered in all capacities to us for the period ended June 30, 2010. Otherwise as detailed above, there has been no other compensation awarded to, earned by, or paid to the executive officers by any person for services rendered in all capacities to us for the fiscal period ending June 30, 2010.

Stock Option Grants

BigSky did not grant any stock options to the executive officer during the most recent fiscal period ended June 30, 2010. BigSky has also not granted any stock options to the officers or directors of the Company.

Employees

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

During Fiscal Year 2010, other than detailed below, there were no material transactions between the Company and any Officer, Director or related party and the Company described herein, none of the following parties has, since the date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

The Officers and Director (During the fiscal year 2010 Mr. Ellis Martin sold in a private placement transaction 5,000,000 common shares of stock to Mr. Douglas Brett Whitelaw.)

Any person proposed as a nominee for election as a director;

Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to the outstanding shares of common stock;

Any relative or spouse of any of the foregoing persons who have the same house as such person.

Any future transactions between us and our Officers, Directors, and Affiliates will be on terms no less favorable to us than can be obtained from unaffiliated third parties. Such transactions with such persons will be subject to approval of our Board of Directors.

Director Independence

Our common stock is quoted on the OTC bulletin board interdealer quotation system, which does not have director independence requirements. Under NASDAQ rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. As a result, we do not have any independent directors.

As a result of our limited operating history and limited resources, our management believes that we will have difficulty in attracting independent directors. In addition, we would be likely be required to obtain directors and officers insurance coverage in order to attract and retain independent directors. our management believes that the costs associated with maintaining such insurance is prohibitive at this time.

Audit Committee Financial Expert

Our board of directors has determined that it does not have an audit committee member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. We believe that the current audit committee members are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated revenues to date.

Since the commencement of our company’s most recently completed financial year, our company has not relied on the exemptions contained in sections 2.4 or 8 of National Instrument 52-110. Section 2.4 (De Minimis Non-audit Services) provides an exemption from the requirement that the audit committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Section 8 (Exemptions) permits a company to apply to a securities regulatory authority for an exemption from the requirements of National Instrument 52-110 in whole or in part.

ITEM 8. LEGAL PROCEEDINGS.

BigSky Productions is not currently a party to any legal proceedings. The Company’s agent for service of process in Nevada is: InCorp Services, Inc., 3155 East Patrick Lane, Suite 1, Las Vegas, NV 89120. Phone 702-866-2500.

BSPI’s officers and directors have not been convicted in a criminal proceeding nor have they been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities. The Company’s officers and directors have not been convicted of violating any federal or state securities or commodities law. There are no known pending legal or administrative proceedings against the Company.

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company obtained a quotation on the OTC Bulletin Board on December 10, 2010. The Company’s stock trades under the symbol “BGSI.OB”.

Dividend Policy

We have never declared or paid any cash dividends or distributions on our capital stock. We do not anticipate paying any cash dividends on our common stock in the foreseeable future.

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

	1.	We would not be able to pay our debts as they become due in the usual course of business; or

	2.	Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.

Sales of Unregistered Securities. We have sold securities within the past three years up to the fiscal year ended June 30, 2010 without registering the securities under the Securities Act of 1933 as follows:

On February 29, 2008, BigSky issued 10,411,381 shares of Common stock to Ellis Martin for $2,250 in cash and $21,058 in services. The Company believes that this issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering.

·	On February 29, 2008 BigSky issued 250,000 shares of Common stock to Mirza Santillan for $250. The Company believes that this issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering.

In the fourth quarter of 2010 BigSky issued 232,000 share of Common stock to Jameson Capital, LLC for services rendered. The Company believes that this issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering

In the fourth quarter of 2010 BigSky issued 100,000 share of Common stock to Island Stock Transfer for services rendered. The Company believes that this issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering

Sales of Registered Securities. During the year ended June 30, 2010, the Company issued 1,070,000 shares of its common stock for $0.05 per share for total cash consideration of $53,500 pursuant to its S-1registration statement filed with the SEC on December 16, 2008.

Issuer Purchases of Equity Securities. None during the Fiscal Year 2010.

Holders. There are approximately fifty-three (53) holders of the Company’s common stock.

Dividends. We did not declare or pay dividends during the Fiscal Year 2010 and do not anticipate declaring or paying dividends in fiscal year 2011.

ITEM 11. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED.

General

Our authorized capital stock consists of 75,000,000 shares of common stock, with a par value of $0.001 per share.

Common Stock

Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law or as provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of our common stock possess all voting power. According to our bylaws, generally, when a quorum is present or represented at any meeting of stockholders, the affirmative vote of the majority (plurality, in the case of the election of directors) of the votes cast, by the holders of shares of our common stock is sufficient to elect members of our board of directors or to decide any question brought before such meeting, subject to any voting rights granted to holders of any preferred stock. According to our bylaws, generally, the presence, in person or by proxy duly authorized, of the holder or holders of not less than 1% of the outstanding shares of our common stock constitutes a quorum for the transaction of business, subject to any voting rights granted to holders of any preferred stock. Our articles of incorporation do not provide for cumulative voting in the election of directors.

Subject to any preferential rights of any outstanding series of preferred stock created by our board of directors from time to time, upon liquidation, dissolution or winding up of our company, the holders of common stock are entitled to share ratably in all net assets available for distribution to stockholders after payment to creditors.

Subject to any preferential rights of any outstanding series of preferred stock created by our board of directors from time to time, the holders of common stock are entitled to receive the dividends as may be declared by our board of directors out of funds legally available for dividends. Our board of directors is not obligated to declare a dividend. Any future dividends will be subject to the discretion of our board of directors and will depend upon, among other things, future earnings, the operating and financial condition of our company, its capital requirements, general business conditions and other pertinent factors. It is not anticipated that dividends will be paid in the foreseeable future.

The common stock is not convertible or redeemable and has no preemptive, subscription or conversion rights. There are no conversions, redemption, sinking fund or similar provisions regarding the common stock.

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Nevada Revised Statutes provide that:

a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful;

a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the

case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper; and

to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

We may make any discretionary indemnification only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

·	by our stockholders;

·	by our board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;

·	if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion;

·	if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; or

·	by court order.

Our articles of incorporation provide that we shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (whether or not by or in the right of our company) by reason of the fact that he or she is or was a director of our company or is or was serving as a director, officer, employee or agent of another entity at the request of our company or any predecessor of our company against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys’ fees and disbursements) that he or she incur in connection with such action or proceeding.

Our bylaws also provide that we shall indemnify our directors and officers to the fullest extent not prohibited by the Nevada Revised Statutes; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part of such proceeding) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by our board of directors, (iii) such indemnification is provided by our company, in its sole discretion, pursuant to the powers vested in our company under the Nevada Revised Statutes or (iv) such indemnification is required to be made by any court of competent jurisdiction. We also have power to indemnify our employees and other agents as set forth in the Nevada Revised Statutes.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of our company pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

ITEM 13 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

BIGSKY PRODUCTIONS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

Financial Statements

June 30, 2010 and 2009 (restated)

BIGSKY PRODUCTIONS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

Financial Statements

June 30, 2010 and 2009 (restated)

TABLE OF CONTENTS

		Page(s)
Report of Independent Registered Accounting Firm		F-1

Balance Sheets as of June 30, 2010 and 2009		F-2

Statements of Operations for years ended June 30, 2010 and 2009 and the period of February 28, 2008 (Inception) to June 30, 2010		F-3

Statement of Changes in Stockholders’ Equity (Deficit) Cumulative from February 28, 2008 (inception) to June 30, 2010		F-4

Statements of Cash Flows for the years ended June 30, 2010 and 2009 and the period of February 28, 2008 (Inception) to June 30, 2010		F-5

Notes to the Financial Statements		F-6 – F-13

Report of Independent Registered Public Accounting Firm

To the Board of Directors

BigSky Productions, Inc.

We have audited the accompanying balance sheets of BigSky Productions, Inc. (A Development Stage Enterprise) as of June 30, 2010 and 2009 and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended and the period February 28, 2008 (inception) through June 30, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of BigSky Productions, Inc. (A Development Stage Enterprise) as of June 30, 2010 and 2009 and the results of its operations and cash flows for the years then ended and the period February 28, 2008 (inception) through June 30, 2010, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has limited operations and has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 6 to the financial statements, the June 30, 2009 financial statements have been restated to correct a misstatement.

/s/ Kyle L. Tingle, CPA, LLC

Kyle L. Tingle, CPA, LLC

November 1, 2010

Las Vegas, Nevada

F-1

BIGSKY PRODUCTIONS, INC
(A Development Stage Enterprise)
Balance Sheets

	June 30,
	2010				2009
					(Restated)
ASSETS

Current assets
Cash		$	1,233			$	10
Accounts receivable			450				-
Officer receivable			1,240				-
Other current assets			1,196				500
Total current assets			4,119				510

Total assets		$	4,119			$	510

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable		$	25,662			$	35,700
Deferred revenue			3,098				-
Shareholder loan			-				15,000
Total current liabilities			28,760				50,700

Stockholders' Deficit
Common stock, $0.001 par value; 75,000,000 shares authorized, 12,063,381 and 10,661,381 shares issued and outstanding at June 30, 2010 and 2009			12,063				10,661
Additional paid in capital			81,595				12,897
Deficit accumulated during the development stage			(118,299	)			(73,748	)
Total stockholders' deficit			(24,641	)			(50,190	)

Total liabilities and stockholders' deficit		$	4,119			$	510

See accompanying notes to financial statements.

F-2

BIGSKY PRODUCTIONS, INC
(A Development Stage Enterprise)
Statements of Operations

							From February 28, 2008 (inception) to June 30, 2010

	Year ended June 30,
	2010			2009
				(Restated)
Revenue	$	38,431		$	-		$	38,431
Cost of revenue		31,157			-			31,157
Gross margin		7,274			-			7,274

Operating Expenses
Professional fees		41,940			71,658			115,598
General and administrative		9,888			90			9,978
Total operating expenses		51,828			71,748			125,576

Other income
Interest income		3			-			3
Total other income		3			-			3

Net loss	$	(44,551	)	$	(71,748	)	$	(118,299	)

Basic and diluted loss per common share	$	(0.00	)	$	(0.01	)

Weighted average shares outstanding		10,665,222			10,661,381

See accompanying notes to financial statements.

F-3

BIGSKY PRODUCTIONS, INC
(A Development Stage Enterprise)
Statement of Changes in Stockholders' Deficit

	Common Stock				Additional Paid In Capital		Accumulated Deficit			Total
	Shares		Amount		Additional Paid In Capital		Accumulated Deficit			Total
Balance, February 28, 2008 (Inception)		-	$	-	$	-	$	-		$	-
Common stock issued for cash, $.001 per share		2,500,000		2,500		-		-			2,500
Common stock issued for services, $.0026 per share		8,161,381		8,161		12,897		-			21,058
Net loss, period ended June 30, 2008		-		-		-		(2,000	)		(2,000	)
Balance, June 30, 2008		10,661,381		10,661		12,897		(2,000	)		21,558

Net loss, year ended June 30, 2009		-		-		-		(71,748	)		(71,748	)
Balance, June 30, 2009		10,661,381		10,661		12,897		(73,748	)		(50,190	)

Common stock issued for cash		1,070,000		1,070		52,430		-			53,500
Common stock issued for services		332,000		332		16,268		-			16,600
Net loss, year ended June 30, 2010		-		-		-		(44,551	)		(44,551	)
Balance, June 30, 2010		12,063,381	$	12,063	$	81,595	$	(118,299	)	$	(24,641	)

See accompanying notes to financial statements.

F-4

BIGSKY PRODUCTIONS, INC
(A Development Stage Enterprise)
Statements of Cash Flows

									For the period from February 28, 2008 (inception) to June 30, 2010


	Year ended June 30,
	2010				2009
					(Restated)
Cash flows from operating activities
Net loss		$	(44,551	)		$	(71,748	)		$	(118,299	)
Adjustments to reconcile net loss to net cash used in operating activities
Common stock issued for services			16,600				-				37,658
Changes in operating assets and liabilities
Accounts receivable			(450	)			-				(450	)
Officer receivable			(1,240	)			-				(1,240	)
Other current assets			(696	)			24,558				(1,196	)
Accounts payable			(10,038	)			35,700				25,662
Deferred revenue			3,098				-				3,098
Net cash used in operating activities			(37,277	)			(11,490	)			(54,767	)

Cash flows from investing activities			-				-				-

Cash flows from financing activities
Shareholder loan			(15,000	)			11,000				-
Proceeds from sale of stock			53,500				-				56,000
Net cash provided by financing activities			38,500				11,000				56,000

Net change in cash			1,223				(490	)			1,233
Cash at beginning of period			10				500				-
Cash at end of period		$	1,233			$	10			$	1,233

Supplemental disclosure of non-cash investing and financing activities:
Issuance of common stock for professional and consulting services		$	16,600			$	-			$	37,658

Supplemental cash flow Information:
Cash paid for interest		$	-			$	-			$	-
Cash paid for income taxes		$	-			$	-			$	-

See accompanying notes to financial statements.

F-5

BIGSKY PRODUCTIONS, INC.

(A Development Stage Enterprise)

Notes to the Financial Statements

June 30, 2010 and 2009 (restated)

Note 1 – Nature of Business

BigSky Productions, Inc. (the Company) was incorporated in the State of Nevada on February 28, 2008. BigSky Productions, Inc. is developing a business plan as a producer of low-budget motion pictures. The Company intends to use Canada as its primary area for producing these feature films. To date, our business activities have been limited to organizational matters, reselling of radio advertising time, research of film scripts on which to acquire film rights, developing our website and the preparation and filing of the statements with the Securities and Exchange Commission. The Company has elected a fiscal year end of June 30.

Note 2 – Significant Accounting Policies

Estimates

Cash

For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of June 30, 2010 or 2009.

Income taxes

The Company accounts for income taxes under FASB ASC 740 "Income Taxes." Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

F-6

BIGSKY PRODUCTIONS, INC.

(A Development Stage Enterprise)

Notes to the Financial Statements

June 30, 2010 and 2009

Note 2 – Significant Accounting Policies (continued)

Share Based Expenses

ASC 718 "Compensation - Stock Compensation" which codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction is recognized as a liability; otherwise, the transaction is recognized as equity.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Going Concern

Fiscal Year 2010 the focus of the Company was primarily on raising proceeds through its registered offering whereby during the year ended June 30, 2010, the Company issued 1,070,000 shares of its common stock for $0.05 per share for total cash consideration of $53,500 pursuant to its S-1 registration statement filed with the SEC. Management intends to focus on raising additional funds for the first and second quarters going forward. In addition, the Company began generating nominal revenues with the productions of an AM radio show called "The Opportunity Show" (now the Ellis Martin Report) whereby we sold radio airtime to customers who tell their story with the hopes of attracting potential investors and/or partners. The airtime was purchased from a third party radio airtime broker at a discount to the Company. We cannot provide any assurance or guarantee that we will be able to continue generating revenues in the future quarters through this activity. Potential investors must be aware if we are unable to raise additional funds through the sale of our common stock and generate sufficient revenues, any investment made into the Company would be lost in its entirety.

F-7

BIGSKY PRODUCTIONS, INC.

(A Development Stage Enterprise)

Notes to the Financial Statements

June 30, 2010 and 2009

Note 2 – Significant Accounting Policies (continued)

Fair Value of Financial Instruments

The Company's financial instruments as defined by FASB ASC 825, “Financial Instruments” include cash, trade accounts receivable, and accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at June 30, 2010.

FASB ASC 820 “Fair Value Measurements and Disclosures” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1. Observable inputs such as quoted prices in active markets;

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.

The Company does not have any assets or liabilities measured at fair value on a recurring basis at June 30, 2010 and June 30, 2009. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the periods ended June 30, 2010 and June 30, 2009.

Revenue Recognition

The Company's financial statements are prepared under the accrual method of accounting. Revenues are recognized when evidence of an agreement exists, the price is fixed or determinable, collectability is reasonably assured and goods have been delivered or services performed. The Company derives revenues from the sale of advertising space on its radio program “The Opportunity Show.” “The Opportunity Show” is a paid news magazine airing on select AM radio stations in the United States. Clients and/or guests compensate the Company for time on this program to expose their business or stories to the listening audience.

Advertising contracts are structured to run for a time period between 30 and 90 days. Accordingly, revenues are recognized on a pro-rata basis resulting in recognized revenue and deferred revenue of $38,431 and $3,098 of and for the year ended June 30, 2010.

F-8

BIGSKY PRODUCTIONS, INC.

(A Development Stage Enterprise)

Notes to the Financial Statements

June 30, 2010 and 2009

Note 2 – Significant Accounting Policies (continued)

Recently Implemented Standards

ASC 105, Generally Accepted Accounting Principles ("ASC 105") (formerly Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162) reorganized by topic existing accounting and reporting guidance issued by the Financial Accounting Standards Board ("FASB") into a single source of authoritative generally accepted accounting principles ("GAAP") to be applied by nongovernmental entities. All guidance contained in the Accounting Standards Codification ("ASC") carries an equal level of authority. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Accordingly, all other accounting literature will be deemed "non-authoritative". ASC 105 is effective on a prospective basis for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has implemented the guidance included in ASC 105 as of July 1, 2009. The implementation of this guidance changed the Company's references to GAAP authoritative guidance but did not impact the Company's financial position or results of operations.

ASC 855, Subsequent Events ("ASC 855") (formerly Statement of Financial Accounting Standards No. 165, Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company's evaluation of its subsequent events. ASC 855 defines two types of subsequent events, "recognized" and "non-recognized". Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company implemented the guidance included in ASC 855 as of April 1, 2009. The effect of implementing this guidance was not material to the Company's financial position or results of operations.

In August 2009, the FASB issued Accounting Standards Update No. 2009-05, “Measuring Liabilities at Fair Value,” (“ASU 2009-05”). ASU 2009-05 provides guidance on measuring the fair value of liabilities and is effective for the first interim or annual reporting period beginning after its issuance. The Company’s adoption of ASU 2009-05 did not have an effect on its disclosure of the fair value of its liabilities.

In September 2009, the FASB issued ASC Update No. 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent) ("ASC Update No. 2009-12"). This update sets forth guidance on using the net asset value per share provided by an investee to estimate the fair value of an alternative investment. Specifically, the update permits a reporting entity to measure the fair value of this type of investment on the basis of the net asset value per share of the investment (or its equivalent) if all or substantially all of the underlying investments used in the calculation of the net asset value is consistent with ASC 820. The update also requires additional disclosures by each major category of investment, including, but not limited to, fair value of underlying investments in the major category, significant investment strategies, redemption restrictions, and unfunded commitments related to investments in the major category.

F-9

BIGSKY PRODUCTIONS, INC.

(A Development Stage Enterprise)

Notes to the Financial Statements

June 30, 2010 and 2009

Note 2 – Significant Accounting Policies (continued)

Recently Implemented Standards (continued)

The amendments in this update are effective for interim and annual periods ending after December 15, 2009 with early application permitted. The Company does not expect that the implementation of ASC Update No. 2009-12 will have a material effect on its financial position or results of operations.

In June 2009, FASB issued Statement of Financial Accounting Standards No. 167, Amendments to FASB Interpretation No. 46(R) ("Statement No. 167"). Statement No. 167 amends FASB Interpretation No. 46R, Consolidation of Variable Interest Entities an interpretation of ARB No. 51 ("FIN 46R") to require an analysis to determine whether a company has a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has a) the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and b) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. The statement requires an ongoing assessment of whether a company is the primary beneficiary of a variable interest entity when the holders of the entity, as a group, lose power, through voting or similar rights, to direct the actions that most significantly affect the entity's economic performance. This statement also enhances disclosures about a company's involvement in variable interest entities. Statement No. 167 is effective as of the beginning of the first annual reporting period that begins after November 15, 2009. Although Statement No. 167 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 167 to have a material impact on its financial position or results of operations

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, Accounting for Transfers of Financial Assets an amendment of FASB Statement No. 140 ("Statement No. 166"). Statement No. 166 revises FASB Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Extinguishment of Liabilities a replacement of FASB Statement 125 ("Statement No. 140") and requires additional disclosures about transfers of financial assets, including securitization transactions, and any continuing exposure to the risks related to transferred financial assets. It also eliminates the concept of a "qualifying special-purpose entity", changes the requirements for derecognizing financial assets, and enhances disclosure requirements. Statement No. 166 is effective prospectively, for annual periods beginning after November 15, 2009, and interim and annual periods thereafter. Although Statement No. 166 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 166 will have a material impact on its financial position or results of operations.

In February 2010, the FASB issued amended guidance on subsequent events to alleviate potential conflicts between FASB guidance and SEC requirements. Under this amended guidance, SEC filers are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. This guidance was effective immediately and we adopted these new requirements for the period ended June 30, 2010. The adoption of this guidance did not have a material impact on our financial statements.

Management believes recently issued accounting pronouncements will have no impact on the financial statements of BigSky Productions, Inc.

F-10

BIGSKY PRODUCTIONS, INC.

(A Development Stage Enterprise)

Notes to the Financial Statements

June 30, 2010 and 2009

Note 3 – Stockholders’ Equity

Common stock

The authorized common stock of the Company consists of 75,000,000 shares with par value of $0.001.

On February 29, 2008, the Company issued 10,411,381 shares of common stock to its officer and director for $2,250 cash and $21,058 of services rendered for the Company. Also, on February 29, 2008, 250,000 shares were issued to the Corporate Secretary for $250 cash.

During the year ended June 30, 2010, the Company issued 1,070,000 shares of its common stock for $0.05 per share for total cash consideration of $53,500 pursuant to its S-1/A registration statement filed with the SEC on December 16, 2008.

The Company issued 332,000 shares of its common stock valued at $.05 per share for business and legal services totaling $16,600.

Net loss per common share

Net loss per share is calculated in accordance with FASB ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.

Basic net loss per common share is based on the weighted average number of shares of common stock outstanding during 2010 or 2009 and since inception. As of June 30, 2010 and 2009 and since inception, the Company had no dilutive potential common shares.

Note 4 – Income Taxes

We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.

The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the twelve-months ended June 30, 2010 or 2009, or during the prior three years applicable under FASB ASC 740. We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the consolidated balance sheet. All tax returns for the Company remain open.

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows:

F-11

BIGSKY PRODUCTIONS, INC.

(A Development Stage Enterprise)

Notes to the Financial Statements

June 30, 2010 and 2009

Note 4 – Income Taxes (continued)

Income tax provision at the federal statutory rate	35	%
Effect on operating losses	(35	%)
	-

Changes in the net deferred tax assets consist of the following:

	2010			2009
Net operating loss carry forward	$	41,405		$	25,812
Valuation allowance		(41,405	)		(25,812	)
Net deferred tax asset	$	-		$	-

A reconciliation of income taxes computed at the statutory rate is as follows:

	2010			2009			Since Inception
Tax at statutory rate (35%)	$	15,593		$	25,112		$	41,405
Increase in valuation allowance		(15,593	)		(25,112	)		(41,405	)
Net deferred tax asset	$	-		$	-		$	-

The net federal operating loss carry forward will expire between 2028 and 2030. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

Note 5 – Related Party Transactions

The Company neither owns nor leases any real or personal property. An officer or resident agent of the corporation provides office services without charge. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein. The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts.

The Company had received a loan from one of its shareholders totaling $15,000 during the year ended June 30, 2009 for the purposes of funding start up operations which was repaid in full during the year ended June 30, 2010. The loan was non-interest bearing and was due on demand and as such was included in current liabilities as of June 30, 2009. Imputed interest had been considered and was determined to be immaterial to the financial statements as a whole.

F-12

BIGSKY PRODUCTIONS, INC.

(A Development Stage Enterprise)

Notes to the Financial Statements

June 30, 2010 and 2009

Note 6 – Restatement

The June 30, 2009 financial statements have been restated to properly reflect transactions related to activities of a former consultant. In financial statements issued from March 31, 2009 through March 31, 2010, the Company had listed a shareholder loan payable for $22,500 ($23,000 after June 30, 2009) for services paid for on behalf of the Company. The loan was listed due to a consultant that had never acquired shares in the Company. The Company disavows any knowledge of the loan, that the loan did not exist and that several vendors listed never performed services for the Company. The financial statements are restated to remove the misposted note payable and accrued interest that the Company shows never existed.

The net effect on the revised statements for June 30, 2009 are:

Balance sheet:

	As Reported			Adjustments			As Restated
Prepaid expenses	$	-		$	500		$	500
Accounts payable		700			35,000			35,700
Accrued interest		754			(754	)		-
Shareholder loan		22,500			(22,500	)		-
Shareholder loan		-			15,000			15,000
Accumulated Deficit	$	(47,502	)	$	(26,246	)	$	(73,748	)
Statement of Operations:
Professional fees	$	44,658		$	27,000		$	71,658
Interest expense		754			(754	)		-
Net loss	$	(45,502	)	$	(26,246	)	$	(71,748	)

F-13

ITEM 14. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

(a)	On February 3, 2011, the Board of Directors of Big Sky Productions, Inc. dismissed by mutual agreement, Kyle L. Tingle, CPA, LLC (“KLT”), as its principal independent accountant. On February 3, 2011, the Company engaged Davidson & Company LLP, Chartered Accountants as its principal independent accountant. The audit committee of the Company approved the dismissal of KLT and the engagement of Davidson & Company LLP as its independent auditor.
	KLT’s report on the Company’s financial statements for each of the two fiscal years ended June 30, 2009 and June 30, 2010 did not contain an adverse opinion or disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles, except that such report on the Company’s financial statements contained an explanatory paragraph in respect to the substantial doubt about its ability to continue as a going concern.
	During the Company’s fiscal years ended June 30, 2009 and June 30, 2010 and in the subsequent interim period through the date of dismissal, there were no disagreements, resolved or not, with KLT on any matter of accounting principles or practices, financial statement disclosure, or audit scope and procedures, which disagreement(s), if not resolved to the satisfaction of KLT, would have caused KLT to make reference to the subject matter of the disagreement(s) in connection with its report.
	During the Company’s fiscal years ended June 30, 2009 and June 30, 2010 and in the subsequent interim period through the date of dismissal, there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

(b)	During the Company’s fiscal years ended June 30, 2009 and June 30, 2010 and in the subsequent interim period through the date of appointment of Davidson & Company LLP on February 3, 2011, the Company has not consulted with Davidson & Company LLP regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on its financial statements, nor has Davidson & Company LLP provided to the Company a written report or oral advice that Davidson & Company LLP concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue. In addition, during such periods, the Company has not consulted with Davidson & Company LLP regarding any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

ITEM 6. EXHIBITS

Exhibit No.	Description
3.1	Articles of Incorporation for BigSky Productions, Inc. (attached as an exhibit to our registration statement on Form S-1 filed on August 12, 2008)
3.2	Bylaws of BigSky Productions, Inc. (attached as an exhibit to our registration statement on Form S-1 filed on August 12, 2008)
10.1	Form of subscription agreement for Common Stock (attached as an exhibit to our registration statement on Form S-1 filed on August 12, 2008)
10.2	Letter of Intent dated January 20, 2011 between BigSky Productions, Inc., Wedge Clamp Systems Inc. and Wedge Clamp International Corp.
14.1	Code of Ethics (attached as an exhibit to our registration statement on Form S-1 filed on August 12, 2008)
31.1*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BIG SKY PRODUCTIONS, INC.

By:

/s/ Ellis Martin

Ellis Martin

Chief Executive Officer, Chief Financial Officer, President and Director

(Principal Executive Officer, Principal Accounting Officer and Principal Financial Officer)

Date: May 23, 2011

AUTRIS - FORM 10-Q - May 23, 2011

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