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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report under Section 13 or 15 (d) of
Securities Exchange Act of 1934
For the quarterly period ended June 30, 2011
Commission File Number 000-53988
BOREAL PRODUCTIONS INC.
(Exact name of small business issuer in its charter)
Nevada 26-1134956
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
8017 Kenyon Avenue
Los Angeles, CA 90045
(Address of principal executive offices)
(310)510-6826
(Telephone Number)
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 (ss.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, or a non-accelerated filer.
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] 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 [X] No [ ]
There were 30,000,000 shares of Common Stock outstanding as of August 15, 2011.
ITEM 1. FINANCIAL STATEMENTS.
The un-audited quarterly financial statements for the period ended June 30,
2011, prepared by the company, immediately follow.
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BOREAL PRODUCTIONS INC.
(A Development Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
ASSETS
As of As of
June 30, September 30,
2011 2010
-------- --------
CURRENT ASSETS
Cash $ 1,210 $ 2,686
-------- --------
TOTAL CURRENT ASSETS 1,210 2,686
OTHER ASSETS
Intellectual Property 9,550 9,550
-------- --------
TOTAL OTHER ASSETS 9,550 9,550
-------- --------
TOTAL ASSETS $ 10,760 $ 12,236
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 1,840 $ 360
Loan Payable - Related Party 9,500 4,500
-------- --------
TOTAL CURRENT LIABILITIES 11,340 4,860
-------- --------
TOTAL LIABILITIES 11,340 4,860
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 375,000,000 shares
authorized; 30,000,000 shares issued and outstanding
as of June 30, 2011 and September 30, 2010 30,000 30,000
Additional paid-in capital 24,000 24,000
Deficit accumulated during development stage (54,580) (46,624)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (580) 7,376
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 10,760 $ 12,236
======== ========
See Notes to Financial Statements
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BOREAL PRODUCTIONS INC.
(A Development Stage Company)
Statement of Operations
--------------------------------------------------------------------------------
September 24, 2007
Three Months Three Months Nine Months Nine Months (inception)
Ended Ended Ended Ended through
June 30, June 30, June 30, June 30, June 30,
2011 2010 2011 2010 2011
------------ ------------ ------------ ------------ ------------
REVENUES
Revenues $ -- $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------ ------------
TOTAL REVENUES -- -- -- -- --
GENERAL & ADMINISTRATIVE EXPENSES 476 902 1,956 3,469 24,885
PROFESSIONAL FEES 1,500 1,500 6,000 5,900 29,695
------------ ------------ ------------ ------------ ------------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 1,976 2,402 7,956 9,369 54,580
------------ ------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (1,976) $ (2,402) $ (7,956) $ (9,369) $ (54,580)
============ ============ ============ ============ ============
BASIC EARNINGS PER SHARE $ 0.00 $ 0.00 $ 0.00 $ 0.00
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 30,000,000 30,000,000 30,000,000 30,000,000
============ ============ ============ ============
See Notes to Financial Statements
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BOREAL PRODUCTIONS INC.
(A Development Stage Company)
Statement of Cash Flows
--------------------------------------------------------------------------------
September 24, 2007
Nine Months Nine Months (inception)
Ended Ended through
June 30, June 30, June 30,
2011 2010 2011
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (7,956) $ (9,369) $(54,580)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Increase (Decrease) in Accounts Payable 1,480 1,485 1,840
Increase (Decrease) in Loan Payable - Related Party 5,000 -- 9,500
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (1,476) (7,884) (43,240)
CASH FLOWS FROM INVESTING ACTIVITIES
Intellectual Property -- (7,050) (9,550)
-------- -------- --------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- (7,050) (9,550)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock -- -- 30,000
Additional paid-in capital -- -- 24,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- -- 54,000
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (1,476) (14,934) 1,210
CASH AT BEGINNING OF PERIOD 2,686 16,980 --
-------- -------- --------
CASH AT END OF PERIOD $ 1,210 $ 2,046 $ 1,210
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
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BOREAL PRODUCTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
June 30, 2011
--------------------------------------------------------------------------------
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Boreal Productions Inc. (the Company) was incorporated under the laws of the
State of Nevada on September 24, 2007. The Company was formed to option feature
films and TV projects and then package them to sell at a profit to various
studios and production companies.
The Company is in the development stage. Its activities to date have been
limited to capital formation, organization and development of its business plan.
The Company has commenced limited operations.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected an September 30, year-end.
B. BASIC EARNINGS PER SHARE
ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.
Basic net loss per share amounts is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.
C. CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
D. USE OF ESTIMATES AND ASSUMPTIONS
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. In accordance with ASC No. 250
all adjustments are normal and recurring.
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BOREAL PRODUCTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
June 30, 2011
--------------------------------------------------------------------------------
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
E. INCOME TAXES
Income taxes are provided in accordance with ASC No. 740, Accounting for Income
Taxes. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.
F. REVENUE
The Company records revenue on the accrual basis when all goods and services
have been performed and delivered, the amounts are readily determinable, and
collection is reasonably assured. The Company has not generated any revenue
since its inception.
G. ADVERTISING
The Company will expense its advertising when incurred. There has been no
advertising since inception.
NOTE 3. GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company had no operations during the period from September 24, 2007 (date of
inception) to June 30, 2011 and generated a net loss of $54,580. This condition
raises substantial doubt about the Company's ability to continue as a going
concern. The Company does not have sufficient cash to cover the expenses they
will incur during the next twelve months.
NOTE 4. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common.
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BOREAL PRODUCTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
June 30, 2011
--------------------------------------------------------------------------------
NOTE 5. RELATED PARTY TRANSACTIONS
The sole officer and director of the Company may, in the future, become involved
in other business opportunities as they become available, she may face a
conflict in selecting between the Company and her other business opportunities.
The Company has not formulated a policy for the resolution of such conflicts.
As of June 30, 2011, there is a loan payable due to Andrea Fehsenfeld for
$9,500, with no specific repayment terms.
NOTE 6. INCOME TAXES
As of June 30, 2011
-------------------
Deferred tax assets:
Net operating tax carryforwards $ 54,580
Other 0
--------
Gross deferred tax assets 54,580
Valuation allowance (54,580)
--------
Net deferred tax assets $ 0
========
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.
NOTE 7. NET OPERATING LOSSES
As of March 31, 2011, the Company has a net operating loss carryforwards of
approximately $54,580. Net operating loss carryforward expires twenty years from
the date the loss was incurred.
NOTE 8. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with ASC
No. 505. Thus issuances shall be accounted for based on the fair value of the
consideration received. Transactions with employees' stock issuance are in
accordance with ASC No. 718. These issuances shall be accounted for based on the
fair value of the consideration received or the fair value of the equity
instruments issued, or whichever is more readily determinable.
On September 24, 2007 the Company issued a total of 15,000,000 shares of common
stock to one director for cash in the amount of $0.0006 per share for a total of
$9,000.
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BOREAL PRODUCTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
June 30, 2011
--------------------------------------------------------------------------------
NOTE 8. STOCK TRANSACTIONS (CONTINUED)
On February 18, 2008 the Company issued a total of 15,000,000 shares of common
stock to thirty investors for cash in the amount of $0.003 per share for a total
of $45,000.
On June 11, 2008 the Company effected a 5 for 1 forward split of its share
capital such that every one share of common stock issued and outstanding prior
to the split was exchanged for five post-split shares of common stock. The
number of shares referred to in the previous paragraphs is post-split number of
shares. The Company also changed its post-split authorized capital to
375,000,000 shares of common stock with a par value of $0.001 per share. All
share amounts have been retroactively adjusted for all periods presented.
As of June 30, 2011 the Company had 30,000,000 shares of common stock issued and
outstanding.
NOTE 9. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of June 30, 2011:
Common stock, $ 0.001 par value: 375,000,000 shares authorized; 30,000,000
shares issued and outstanding.
NOTE 10. NEW ACCOUNTING PRONOUCEMENTS
The Company has evaluated all the recent accounting pronouncements through the
date the financial statements were issued and filed with the Securities and
Exchange Commission and believe that none of them will have a material effect on
the company's financial statements.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. Any
statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act. The words "believes," "anticipates," "plans," "seeks,"
"expects," "intends" and similar expressions identify some of the
forward-looking statements. Forward-looking statements are not guarantees of
performance or future results and involve risks, uncertainties and assumptions.
The factors discussed elsewhere in this Form 10-Q could also cause actual
results to differ materially from those indicated by the Company's
forward-looking statements. Boreal undertakes no obligation to publicly update
or revise any forward-looking statements.
OVERVIEW OF OUR BUSINESS
Our planned principal products will be feature films and television series
designed for the North American market.
We intend to option scripts and treatments to package the projects and sell to
them to various studios and production companies. Our choice of projects will
vary dependent upon market trends and interests. The entertainment sector is
booming as an exploding television and internet landscape are increasing the
demand for quality filmed material.
The projects we package will have the opportunity to generate revenue not just
in North America but also in the foreign and ancillary markets. TV series can
syndicate both locally and globally and films can be shown in a variety of
markets for years, which provide an ongoing source of revenue, often in
perpetuity. This will make them very attractive to possible buyers.
PLAN OF OPERATION
MILESTONES
MAY 2008- JUNE 2008
Our corporate logo design and stationary was completed. Boreal web site began
construction. We attended the Banff TV and New Media festival from the 6th-11th
of June. At these two events, we made contact with three other producers and
writers who we have received scripts from for packaging. We sent the scripts out
for review from actors and directors.
JULY 2008 - DECEMBER 2008:
During this phase, Boreal optioned a new film property, Crimson Falls, and we
are currently in negotiations on another TV series. Our web site has its home
page up with more information to follow. We secured a director for a project
that we will be optioning in 2009 called "The Clinic".
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JANUARY 2009 -JUNE 2009
We approached a director and lead actors for "The Clinic" packaging. We also
started preliminary negotiations on both director and composer for "Crimson
Falls". There are four other TV projects, which we began negotiations on to
option. We attended the Banff TV Festival in June 2009 and made several good
connections with distributors. We are packaging two other series: Vikram Vij:
India Infused and Raider of the Spice Rack.
JULY 2009-DECEMBER 2009
We did a joint deal with Vancouver based Free Form Productions on three TV
projects: ICON, Breakaway and My Kind of Town. We approached three different Los
Angeles based agents: CAA, UTA and Rebel Entertainment to assist us with other
packaging elements and meetings have been set up for the New Year - February
2010. "The Clinic" packaging is completed. Tickets and flights were booked for
the NATPE conference, which is happening at the end of January 2010 in Las
Vegas, Nevada.
JANUARY 2010-SEPTEMBER 2010
We attended the NATPE conference in Las Vegas at the end of January to market
the company. We had successful meetings with NBC, Marvista, ABC Family and
Lionsgate. We traveled to Los Angeles in February and met agents at Rebel
Entertainment, CAA, UTA and William Morris to develop new referrals for
packaging. The meetings were successful and we have started discussions with
other producers. In March we secured the director for Crimson Falls - PR Brown -
and started approaching key distributors on that film. In June we attended the
Banff TV conference again to further develop our programs and attach other key
players.
OCTOBER 2010 - MARCH 2011
We have made a deal with Arclight Films to distribute Crimson Falls. We are
currently in discussions with a financier in Los Angeles to complete the
equity-financing component of the project. Since Arclight committed to
distribution, we did not attend the American Film Market. In September we
attended West Doc in Los Angeles, where we met with Discovery, History, Bravo,
WETV and the Game Show Network to discuss unscripted ideas. In November we met
with various talent agents in Los Angeles to start securing LOI's for the lead
roles in Crimson Falls.
APRIL - SEPTEMBER 2011
We have been delayed in closing financing on Crimson Falls due to an integral
change in the Northern Ontario film credit program, which was to supply 20% of
our financing. As a result, we are still looking to raise this deficit and hope
to accomplish this before August so that we can still shoot the project in the
fall. There has been great interest from the talent agents we have approached
re: cast options for this project. We plan to attend the Toronto Film Festival
in early September to create pre-buzz for the movie. In June, we will be
attending the Banff New Media festival to speak with distributors about other
upcoming projects.
11
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at June 30, 2011 was $1,210, with $11,340 in outstanding
liabilities, which includes a loan payable of $9,500 to our director. Management
believes our current cash balance will not be sufficient to fund operations for
the next twelve months. Our director has agreed to advance us funds for
operational expenses until we are able to generate revenue; however she has no
legal obligation to do so.
RESULTS OF OPERATIONS
We are still in our development stage and have generated no revenues to date. We
incurred operating expenses of $1,976 and $2,402 for the three months ended June
30, 2011 and 2010, respectively. These expenses consisted of general operating
expenses and professional fees incurred in connection with the day to day
operation of our business. We incurred operating expenses of $7,956 and $9,369
for the nine months ended June 30, 2011 and 2010, respectively. These expenses
consisted of general operating expenses and professional fees incurred in
connection with the day to day operation of our business. Our net loss from
inception through June 30, 2011 was $54,580.
Cash provided by financing activities for the period from inception (September
24, 2007) through June 30, 2011 was $54,000, resulting from the sale of
3,000,000 shares of common stock issued to our director at $0.003 per share for
$9,000 and 3,000,000 shares of common stock issued to 30 un-affiliated investors
at $0.015 for proceeds of $45,000.
Effective June 11, 2008, we effected a five for one forward stock split of our
authorized and issued and outstanding common stock. As a result, our authorized
capital has increased from 75,000,000 to 375,000,000 shares of common stock and
our outstanding share capital has increased from 6,000,000 shares of common
stock to 30,000,000 shares of common stock.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
ITEM 4. CONTROLS AND PROCEDURES.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Management maintains "disclosure controls and procedures," as such term is
defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the
"Exchange Act"), that are designed to ensure that information required to be
disclosed in Boreal Productions' Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission rules and forms, and that such information is accumulated
and communicated to management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.
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In connection with the preparation of this quarterly report on Form 10-Q, an
evaluation was carried out by management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act) as of June 30, 2011.
Based on that evaluation, management concluded, as of the end of the period
covered by this report, that Boreal Productions' disclosure controls and
procedures were effective in recording, processing, summarizing, and reporting
information required to be disclosed, within the time periods specified in the
Securities and Exchange Commission's rules and forms.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
As of the end of the period covered by this report, there have been no changes
in Boreal Productions' internal controls over financial reporting during the
quarter ended June 30, 2011, that materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting subsequent
to the date of management's last evaluation.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Boreal Productions is not currently involved in any legal proceedings and we are
not aware of any pending or potential legal actions.
ITEM 1A. RISK FACTORS
There have been no material changes to the risks to our business described in
our Form 10-K for the year ended September 30, 2010 filed with the SEC on
December 23, 2010.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
There were no sales of unregistered securities during the period covered by this
report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
There were no defaults upon senior securities during the period covered by this
report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to a vote of security holders during the period
covered by this report.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Form SB-2
Registration Statement, filed under SEC File Number 333-146842, at the SEC
website at www.sec.gov:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Rule 13a-14(a)/15d-14(a) Certification
31.2 Rule 13a-14(a)/15d-14(a) Certification
32.1 Certification Pursuant to 18 U.S.C. 1350
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
August 15, 2011 Boreal Productions Inc.
/s/ Andrea Fehsenfeld
--------------------------------------------------
By: Andrea Fehsenfeld
(Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer, President,
Secretary, Treasurer & Sole Director)
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