Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Quarterly Report under Section 13 or 15 (d) of
Securities Exchange Act of 1934
For the quarterly period ended June 30, 2012
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 [ ]
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
There were 30,000,000 shares of Common Stock outstanding as of August 20, 2012.
ITEM 1. FINANCIAL STATEMENTS
The un-audited quarterly financial statements for the period ended June 30,
2012, prepared by the company, immediately follow.
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BOREAL PRODUCTIONS INC.
(A Development Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
As of As of
June 30, September 30,
2012 2011
-------- --------
ASSETS
CURRENT ASSETS
Cash $ -- $ 74
-------- --------
TOTAL CURRENT ASSETS -- 74
OTHER ASSETS
Intellectual Property 9,550 9,550
-------- --------
TOTAL OTHER ASSETS 9,550 9,550
-------- --------
TOTAL ASSETS $ 9,550 $ 9,624
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank Overdraft $ 459 $ --
Accounts Payable 179 2,500
Loan Payable - Related Party 22,000 11,000
-------- --------
TOTAL CURRENT LIABILITIES 22,638 13,500
TOTAL LIABILITIES 22,638 13,500
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 375,000,000 shares
authorized; 30,000,000 shares issued and outstanding
as of June 30, 2012 and September 30, 2011 30,000 30,000
Additional paid-in capital 24,000 24,000
Deficit accumulated during development stage (67,088) (57,876)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (13,088) (3,876)
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 9,550 $ 9,624
======== ========
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,
2012 2011 2012 2011 2012
------------ ------------ ------------ ------------ ------------
REVENUES
Revenues $ -- $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------ ------------
TOTAL REVENUES -- -- -- -- --
GENERAL & ADMINISTRATIVE EXPENSES 1,723 902 3,212 1,956 29,892
PROFESSIONAL FEES 1,500 1,500 6,000 6,000 37,195
------------ ------------ ------------ ------------ ------------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 3,223 2,402 9,212 7,956 67,088
------------ ------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (3,223) $ (2,402) $ (9,212) $ (7,956) $ (67,088)
============ ============ ============ ============ ============
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,
2012 2011 2012
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (9,212) $ (7,956) $(67,088)
Adjustments to reconcile net loss to net cash
provided by (used in) operating actinvities:
Changes in operating assets and liabilities:
Increase (Decrease) in Accounts Payable (2,321) 1,480 179
Increase (Decrease) in Bank Overdraft 459 -- 459
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (11,074) (6,476) (66,450)
CASH FLOWS FROM INVESTING ACTIVITIES
Intellectual Property -- -- (9,550)
-------- -------- --------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- (9,550)
CASH FLOWS FROM FINANCING ACTIVITIES
Loan Payable - Related Party 11,000 5,000 22,000
Issuance of common stock -- -- 54,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 11,000 5,000 76,000
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (74) (1,476) --
CASH AT BEGINNING OF PERIOD 74 2,686 --
-------- -------- --------
CASH AT END OF PERIOD $ -- $ 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, 2012
NOTE 1. CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by Boreal Productions
Inc. (the "Company") without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations, and cash flows at
June 30, 2012, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted. It is suggested
that these condensed financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's September 30,
2011 audited financial statements. The results of operations for the period
ended June 30, 2012 is not necessarily indicative of the operating results for
the full year.
NOTE 2. GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles 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 plan is to obtain such
resources for the Company by obtaining capital from management and significant
shareholders sufficient to meet its minimal operating expenses and seeking
equity and/or debt financing. 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.
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BOREAL PRODUCTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
June 30, 2012
NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS
The company has evaluated the recent accounting pronouncements issued through
the issuance of these financial statements, and the Company does not expect that
the effectiveness of any of these changes will have a material impact on the
Company's financial position, or statements.
NOTE 4. 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.
NOTE 5. RELATED PARTY TRANSACTIONS
As of June 30, 2012, there is a loan payable due to Andrea Fehsenfeld for
$22,000, with no specific repayment terms.
NOTE 6. SUBSEQUENT EVENTS
The Company has evaluated subsequent events from the balance sheet date through
the issuance of these financial statements and determined there are no items to
disclose.
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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 were 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. There continued to be great interest from the talent agents we have
approached re: cast options for this project. We attended the Toronto Film
Festival in early September to create pre-buzz for the movie. In June, we
attended the Banff New Media festival to speak with distributors about other
upcoming projects.
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OCTOBER-DECEMBER 2011
The Northern Ontario film tax credit program was reinstated and we submitted our
application to them in November. We had preliminary confirmation of being
shortlisted for the program. We will find out in January 2012 if we are
successful. The outcome of this decision will dictate what remaining financing
needs to be completed. Our CEO will be in Los Angeles for several months in the
New Year, trying to secure the last leg of financing. Our meetings at TIFF went
well and we secured an Ontario based producer, Michael Baker, for the production
of Crimson Falls in Ontario in 2012 if the financing is completed. We also
forged a relationship with Breakthrough Entertainment, a large distributor, for
a possible output deal for TV movies.
JANUARY - JUNE 2012
As of May 7, 2012, we are still waiting for a final funding answer from the
Northern Ontario film tax credit program. Their decision-making has been
deferred by several months as they were assessing the funds they had to
distribute. Currently, we have several Canadian distributors on stand by,
waiting for the funding decision. If we do not receive the funds, the project
will need to be re-assessed as Arclight Films, the international sales agent, is
unable to offer any upfront pre sales. Our CEO will be attending the Real Screen
West Conference on May 30th and 31st in Santa Monica, to try and move several
other projects into development. In addition, the CEO will likely attend the
Producers Guild of America's annual conference June 8-10th in Culver City to
continue momentum on additional projects.
JULY 2012-DECEMBER 2012
Crimson Falls was not chosen for funding from the Northern Ontario film tax
credit program. As a result, we will be changing directors to try and access
Telefilm financing and complete the project in 2013. Our CEO did attend Real
Screen West and pitched new projects; we are waiting to hear back from Discovery
and Spike (US Broadcasters) on possibly moving forward into development.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at June 30, 2012 was $0, with $22,638 in outstanding
liabilities, which includes a loan payable of $22,000 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 $3,223 and $2,402 for the three months ended June
30, 2012 and 2011, 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 $9,212 and $9,369
for the nine months ended June 30, 2012 and 2011, 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, 2012 was $67,088.
10
Cash provided by financing activities for the period from inception (September
24, 2007) through June 30, 2012 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.
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, 2012.
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, 2012, 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, 2011 filed with the SEC on
January 17, 2012.
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. MINE SAFETY DISCLOSURE
None.
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
101 Interactive data files pursuant to Rule 405 of Regulation S-T
(filed previously)
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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 20, 2012 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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