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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, 2013
   
____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Transition Period From                          to                        

 

 

 

 

INDEPENDENT FILM DEVELOPMENT CORPORATION

(Name of small business issuer specified in its charter)

 

   
   
Nevada  56-2676759
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)  
   

9107 Wilshire Blvd., Suite 450

Beverly Hills, California

90210
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (310) 295-1711

 

6399 Wilshire Blvd., Suite 507, Los Angeles, California 90048

(Former address of principle offices)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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

1
 

Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 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 x   No ¨   

 

Indicate by check mark whether the registrant is a large accelerated filer, a nonaccelerated filer, or a smaller reporting company.   See definitions of large accelerated filer, accelerated filer and smaller reporting company in Section 12b-2 of the Exchange Act.

 

       
       
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  ¨     No x

 

As of May 1, 2013, the issuer had 39,183,670 shares of common stock outstanding.

 

Transitional Small Business Disclosure Format:    Yes    ¨      No   x

 

 

 

 

 

 

 

2
 

 

 

 

 

Independent Film Development Corporation

(a Development Stage Company)

FORM 10-Q

For the Quarterly Period Ended March 31, 2013

 

INDEX

  

     
PART I Financial Information 4
Item 1. Financial Statements 4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 21
Item 3. Quantitative and Qualitative Disclosures about Market Risk 25
Item 4. Controls and Procedures 25
     
PART II Other Information 26
Item 1. Legal Proceedings 26
Item 1A. Risk Factors 27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 29
Item 3. Defaults Upon Senior Securities 31
Item 4. Mine Safety Disclosures 31
Item 5. Other Information 31
Item 6. Exhibits 32
Signatures 33

  

 

 

 

 

 

 

 

 

 

 

 

3
 

 

PART I FINANCIAL INFORMATION

 

TABLE OF CONTENTS

 

 

Balance Sheets as of March 31, 2013 and September 30, 2012 (unaudited) 5
   

Statements of Operations for the three and six months ended March 31, 2013 and 2012,

    and from inception on September 14, 2007 through March 31, 2013 (unaudited)

6
   

Statement of Stockholders’ Equity (Deficit) from inception on September 14, 2007

  through March 31, 2013 (unaudited)

7
   

Statements of Cash Flows for the three and six months ended March 31, 2013 and 2012,

    and from inception on September 14, 2007 through March 31, 2013 (unaudited)

   
Notes to the Financial Statements (unaudited) 10

 

 

4
 

 

 

Independent Film Development Corporation
(a Development Stage Company)
Balance Sheets
(unaudited)
       
    
    March 31,
2013
    September 30,
2012
 
           
ASSETS          
           
   Cash  $—     $—   
          Total Current Assets          
           
   Total Assets  $—     $—   
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)          
           
 Current Liabilities          
    Bank overdraft  $12   $2 
    Accounts payable   19,851    18,862 
    Accounts payable, related party   20,270    20,270 
    Accrued officer compensation   427,526    347,976 
    Accrued interest and penalties   308,228    134,266 
    Accrued interest, related party   422    —   
    Advances from officers   9,209    9,127 
    Due to a related party   4,210    2,960 
    Note payable   18,550    —   
    Derivative liability   375,720    468,884 
    Convertible debentures in default (net of discount of $35,578 and $170,477, respectively)   883,972    759,073 
          Total Liabilities   2,067,970    1,761,420 
           
Stockholders' Equity (Deficit)          
Preferred Stock, $.0001 par value, 15,000,0000
shares authorized, none issued and outstanding
   —      —   
Common stock, $.0001 par value, 485,000,000          
shares authorized, 39,183,670 and 29,286,375 issued and outstanding, respectively   3,918    2,929 
    Additional paid in capital   3,411,872    3,323,473 
    Common stock payable   686,777    751,650 
Deficit accumulated during development stage   (6,170,537)   (5,839,472)
          Total Stockholders' Equity (Deficit)   (2,067,970)   (1,761,420)
          Total Liabilities and Stockholders' Equity (Deficit)  $—     $—   
           
The accompanying notes are an integral part of these financial statements.
           

 

5
 

 

 

 

               

Independent Film Development Corporation

(a Development Stage Company)

Statements of Operations

(Unaudited)

    For the Six Months Ended     For the Three Months Ended   September 14, 2007
    March 31,     March 31,    (inception) through
    2013     2012     2013   2012   March 31, 2013
                         
Revenue $ -   $ -   $ - $ - $                 3,770
Cost of revenue    -     -        -    -
Gross revenue   -     -     -   -   3,770
                         
Operating Expenses:                        
  Officer compensation   83,318     150,976     43,043   75,976   1,137,557
  Professional fees   17,948     48,636     16,448   21,811   498,750
  Director fees   -     -     -   -   38,000
Loss on impairment of websites   -     -     -   -   818,521
  Bad debt expense   -     -     -   -   72,635
  General and administrative   2,313     9,498     1,321   7,067   2,762,219
    Total operating expenses   103,579     209,110     60,812   104,854   5,327,682
Loss from operations   (103,579)     (209,110)     (60,812)   (104,854)   (5,323,912)
                         
Other income and (expense):                        
Gain (loss) on derivative liability   81,796     (56,586)     (70,157)   (49,195)   (233,221)
Loss on settlement of debt   -     -     -   -   (537)
Penalty expense   (91,000)     -     (45,000)   -   (107,500)
  Interest expense   (218,282)     (60,857)     (103,662)   (35,128)   (505,367)
Total other expense   (227,486)     (117,443)     (218,819)   (84,323)   (846,625)
                         
Net loss  $ (331,065)   $ (326,553)   $ (279,631) $ (189,177)  $ (6,170,537)
                         
Loss per share                        
  Basic and diluted $ (0.01)   $ (0.01)   $ (0.01) $ (0.01)    
                         
Weighted average shares                        
outstanding basic and  diluted   38,808,166     24,182,466     39,183,670   24,244,617    
                         

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

6
 

 

Independent Film Development Corporation
(a Development Stage Company)

Statement of Stockholders’ Equity (Deficit)

(unaudited)

 
  Number of Shares Outstanding     Common Stock at Par Value     Paid in Capital       

Deficit Accumulated During

Development

    Common Stock Subscribed     Stock Subscription Receivable     Total       
                                         
Beginning balance                               -   $                    -   $                -   $                       -   $                   -   $                      -   $                     -  
Stock issued for cash                          125                        -                500                           -                       -                          -     500    
Balance at September 30, 2007 125                        -     500                           -                       -                          -     500  
Stock issued for cash 18,492     2     35,940                           -     -     -     35,942  
Net loss for the  year ended September 30, 2008                               -                        -                    -        (33,413)                       -                          -     (33,413)  
Balance at September 30, 2008 18,617     2     36,440         (33,413)                       -                          -     3,029  
Stock issued for cash 34,803     3     109,997                           -     -     (85,000)     25,000  
Stock issued for compensation 22,300,000     2,230     2,227,770     -     -     -     2,230,000  
Net loss for year ended September 30, 2009                               -      -                    -     (2,258,311)      -      -     (2,258,311)  
Balance at September 30, 2009 22,353,420     2,235     2,374,207     (2,291,724)     -     (85,000)     (282)  
Stock issued for cash 626,571     63     197,032     -     -     -     197,095  
Stock issued for compensation 4,000     -     2,000     -     -     -     2,000  
Stock subscription receivable -     -     -     -     -     22,660     22,660  
Net loss for year ended September 30, 2010 -     -     -     (217,881)     -     -     (217,881)  
Balance at September 30, 2010 22,983,991     2,298     2,573,239     (2,509,605)     -     (62,340)     3,592  
Stock for other services 556,000     56     211,224     -     171,000     -     382,280  
Stock for officer compensation -     -     -     -     570,000     -     570,000  
Stock for Director fees -     -     -     -     38,000     -     38,000
Stock issued for cash 575,000     57     39,918     -     -     (8,025)     31,950
Common stock issued for lock up agreement 6,000     1     2,279     -     -     -     2,280
Write off of stock subscription receivable -     -     -     -     -     70,365     70,365
Net loss for the year ended September 30, 2011 -     -                    -     (1,448,150)     -     -     (1,448,150)
Balance at September 30, 2011 24,120,991     2,412     2,826,660     (3,957,755)     779,000     -     (349,683)
Write off of stock payable -     -     95,000     -     (95,000)     -     -
Stock for officer compensation 50,000     5     25,495     -     213     -     25,713
Settlement of derivative liability -     -     186,830     -     -     -     186,830
Stock issued in conversion of note payable 5,115,384     512     175,988     -     -     -     176,500
Stock issued for services -     -     -     -     66,459     -     66,459
Stock issued to settle debt -     -     -     -     978     -     978
Contributed capital -     -     13,500     -     -     -     13,500
Net loss for the year ended September 30, 2012 -     -      -     (1,881,717)     -     -     (1,881,717)
Balance at September 30, 2012 29,286,375     2,929     3,323,473     (5,839,472)     751,650     -     (1,761,420)
Stock issued on payable 8,306,500     830     66,810     -     (67,640)     -     -
Stock issued to settle debt 38,000     4     376     -     -     -     380
Stock issued in conversion of note payable 1,552,795     155     9,845           -     -     10,000
Settlement of derivative liability -     -     11,368     -     -     -     11,368
Stock for officer compensation -     -     -     -     2,767           2,767
Net loss for the period ended March 31, 2013 -     -     -     (331,065)     -     -     (331,065)
Balance at March 31, 2013 39,183,670   $ 3,918   $ 3,411,872   $ (6,170,537)   $ 686,777   $ -   $ (2,067,970)

The accompanying notes are an integral part of these financial statements.

 

 

7
 

 

Independent Film Development Corporation
(a Development Stage Company)
Statements of Cash Flows
(Unaudited)
    For the Six Months Ended     September 14, 2007
    March 31,     (inception) through
    2013   2012     March 31, 2013
                  (Restated)
Cash flows from operating activities:                  
Net loss   $ (331,065)   $ (326,553)   $ (6,170,537)
Adjustments to reconcile net loss to total cash used in operations:                  
      Common stock for compensation     2,767     25,500     2,830,480
      Common stock for other services     -     -     451,019
      Common stock for Director's fees     -     -     38,000
Loss on settlement of debt     -     -     537
Amortization expense     -     4,986     31,479
Loss on impairment of website properties     -     -     818,521
(Gain) loss on derivative liability     (81,796)     56,586     233,221
      Bad debt expense for stock subscription receivable        -     -     70,365
Debt discount amortization     134,899     39,577     305,119
   Change in assets and liabilities:                  
     Increase (decrease) in accounts payable     989     (7,136)     17,852
     Increase in accounts payable, related party     -     (1,300)     22,270
     Increase in accrued interest, related party     422     -     422
     Increase in accrued expenses     173,962     21,280     308,228
     Increase in accrued compensation     79,550     61,016     427,526
           Net cash used in operating activities     (20,272)     (126,044)     (615,498)
                   
Cash flows from investing activities     -     -     -
                   
Cash flows from financing activities:                  
 Bank overdraft     10           12
     Proceeds/payments on loan, related party     1,250     (350)     1,790
     Proceeds from debentures/note payable     18,550     123,050     274,600
     Proceeds from subscriptions receivable     -     -     22,660
 Contributed capital     -     -     13,500
     Advances/payments to/from officers     462     (18)     12,449
     Proceeds from the sale of common stock     -     -     290,487
          Net cash provided by financing activities     20,272     122,682     615,498
Net increase (decrease) in cash     -     (3,362)     -
Cash at beginning of period     -     5,222     -
Cash at end of period   $ -   $ 1,860   $ -
Cash paid for:                  
   Interest   $ -   $ -   $ -
   Taxes   $ -   $ -   $ -

 

8
 

 

                   
Supplemental disclosure of non cash activities                  
Website property acquired with convertible  debenture   $ -   $ -   $ 850,000
Common stock issued for conversion of debt   $ 10,380   $ 45,000   $ 186,880
Settlement of derivative liability   $ 11,368   $ 61,188   $ 198,198
Debt discount on convertible notes payable   $ -   $ 123,000   $ 275,183
Forgiveness of stock payable   $ -   $ 95,000   $ 95,000
Issuance of stock payable for debt   $ 978   $ -   $ 978
Issuance of stock payable for services   $ 66,663   $ -   $ 66,663

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

 

 

 

 

 

9
 

Independent Film Development Corporation

(A Development Stage Company)

Notes to Financial Statements

March 31, 2013

(Unaudited)

 

NOTE 1: HISTORY OF OPERATIONS

 

Business Activity

 

Independent Film Development Corporation was incorporated in the State of Nevada on September 14, 2007. Effective April 24, 2008 we commenced operating as a Business Development Company ("BDC") under Section 54(a) of the Investment Company Act of 1940 ("1940 Act").  On September 30, 2009, our board of directors elected to cease operating as a BDC.  

 

Our current plan of operations is to acquire and develop independent films for production, sales and distribution, with a goal toward significant partnerships with mini-major and the major film studios, such as Lionsgate and Sony, while simultaneously emulating those companies’ recipes for success.

 

The Company is in the development stage as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities.”

 

 

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

 

Preparation of Financial Statements

 

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information.  While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto, which are included in the Company’s Annual Report on form 10-K, as amended, previously filed with the Commission.

 

The unaudited interim financial statements should be read in conjunction with the Company’s annual report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the fiscal year ended September 30, 2012.  The interim results for the six months ended March 31, 2013 are not necessarily indicative of the results for the full fiscal year.

 

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. There were no cash equivalents as of March 31, 2013 and September 30, 2012.

 

Stock Based Compensation

 

We account for equity instruments issued in exchange for the receipt of goods or services from non-employees. Costs are measured at the fair market value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of the date on which there first exists a firm commitment for performance by the provider of goods or services or on the date performance is complete. The Company recognizes the fair value of the equity instruments issued that result in an asset or expense being recorded by the company, in the same period(s) and in the same manner, as if the Company has paid cash for the goods or services.

 

10
 

Use of Estimates

 

The presentation 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 disclosures 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 these estimates.

 

Fair Value of Financial Instruments

The carrying amount of cash, notes receivable, accounts payable, accrued liabilities and notes payable, as applicable, approximates fair value due to the short-term nature of these items. The fair value of the related party notes payable cannot be determined because of the Company's affiliation with the parties with whom the agreements exist. The use of different assumptions or methodologies may have a material effect on the estimates of fair values.

 

ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures.  The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined 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;

 

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

 

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

 

The following table presents assets and liabilities that are measured and recognized at fair value as of March 31, 2013 and September 30, 2012 on a recurring basis. The change in fair value is a result of the embedded derivative feature in the convertible debentures.

 

March 31, 2013

Description   Level 1   Level 2   Level 3   Total Gains and (Losses)
Derivative     -     -     (375,720)     70,157
Total   $ -   $ -   $ (375,720)   $ 70,157

September 30, 2012

Description   Level 1   Level 2   Level 3   Total Gains and (Losses)
Derivative     -     -     (468,884)     (264,027)
Total   $ -   $ -   $ (468,884)   $ (264,027)

 

Long Lived Assets

 

Long lived assets are carried at cost and amortized over their estimated useful lives, generally on a straight-line basis. The Company reviews identifiable amortizable assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value.

 

 

 

 

11
 

 Income Taxes

 

Accounting Standards Codification Topic No. 740 “Income Taxes” (ASC 740) requires the asset and liability method of accounting be used for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

In June 2006, the FASB interpreted its standard for accounting for uncertainty in income taxes, an interpretation of accounting for income taxes.  This interpretation clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance the minimum recognition threshold and measurement attributable to a tax position taken on a tax return is required to be met before being recognized in the financial statements. The FASB’s interpretation had no material impact on the Company’s financial statements for the period ended March 31, 2013.

 

Derivative Liabilities

 

The Company records the fair value of its derivative financial instruments in accordance with ASC815, Derivatives and Hedging . The fair value of the derivatives was calculated using a multi-nominal lattice model performed by an independent qualified business valuator. The fair value of the derivative liability is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statement of operations.

 

Derivative financial instruments should be recorded as liabilities in the balance sheet and measured at fair value. For purposes of the Company’s financial statements fair value was used as the basis for formulating an analysis which has been defined by the Financial Accounting Standards Board (“FASB”) as “the amount for which an asset (or liability) could be exchanged in a current transaction between knowledgeable, unrelated willing parties when neither party is acting under compulsion”. The FASB has provided guidance that its definition of fair value is consistent with the definition of fair market value in IRS Rev. Rule 59-60. In determining the fair value of the derivatives it was assumed that the Company’s business would be conducted as a going concern. These derivative liabilities will need to be marked-to-market each quarter with the change in fair value recorded in the income statement.

 

The Company has notes payable in which the holder has the right to convert all or a portion of the principal into shares of common stock at a conversion price equal to fifty percent (50%) of the average of the closing bid price of common stock during the five trading days immediately preceding the conversion date, or fifty percent (50%) of the closing bid price of the common stock on the date of issuance as quoted by Bloomberg, LP. Pursuant to the terms of this debenture, the holder shall not be entitled to convert a number of shares that would exceed 4.99% of the outstanding shares of the Company’s common stock.  Because the terms of the debentures do not specifically state that there is a minimum amount on which the price of the conversion can go and/or there is no maximum amount of shares that can be converted into, a derivative liability is triggered and must accounted for as such (see Note 5).

 

Revenue Recognition

 

The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collection is reasonably assured. The Company currently generates revenue from fees earned from services provided in the capacity of producer and/or sales agent. The company’s primary focus will be to act as a sales agent for independent film producers by providing the sales and marketing services for films.

 

Earnings (Loss) Per Share

 

Basic earnings (loss) per share are computed by dividing the net income (loss) by the weighted-average number of shares of common stock and common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method. The calculation of fully diluted earnings (loss) per share assumes the dilutive effect of the exercise of outstanding options and warrants at either the beginning of the respective period presented or the date of issuance, whichever is later. At March 31, 2013 and September 30, 2012, the Company had no outstanding options or warrants.

 

 

 

12
 

NOTE 3: RECENT ACCOUNTING PRONOUNCEMENTS

 

In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, ''Technical Corrections and Improvements" in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

 

In August 2012, the FASB issued ASU 2012-03, "Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)" in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

 

In July 2012, the FASB issued ASU 2012-02, "Intangibles -Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment" in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles -Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles -Goodwill and Other -General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity's financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.

 

The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

NOTE 4: WEBSITE PROPERTIES

 

As of September 30, 2012 the Company has terminated its business relationship with iBacking Corp. the developer of the Indiebacker.com website and will therefore no longer use the website. As such the Company considers the asset fully impaired and has written its cost and related accumulated amortization down to $0, resulting in a loss on impairment of $490,959 as of September 30, 2012. The Company maintains the liability associated with the cost of developing the website (Note 5) but is seeking to rescind the debenture and cancel the debt (Note 8).

 

As of September 30, 2012 the Company has terminated its business relationship with Junior Capital, Inc. the developer of the HollywoodIndy.com website and will therefore no longer use the website. As such the Company considers the asset fully impaired and has written its cost and related accumulated amortization down to $0, resulting in a loss on impairment of $327,562 as of September 30, 2012. The Company maintains the liability associated with the cost of developing the website (Note 5) but is seeking to rescind the debenture (Note 8).

 

NOTE 5: CONVERTIBLE DEBENTURE

 

On July 1, 2011, the Company entered into an exchange agreement with Junior Capital Inc. (“Junior”), pursuant to which Junior exchanged a $350,000 promissory note for a $350,000 convertible debenture (the “Junior Debenture”). The Junior Debenture accrues interest of 10% and matures on July 1, 2012. Junior has the right to convert all or a portion of the principal into shares of common stock at a conversion price equal to fifty percent (50%) of the average of the closing bid price of common stock during the five trading days immediately preceding the conversion date, or fifty percent (50%) of the closing bid price of the common stock on the date of issuance, or $0.05 per share of common stock on the date of conversion as quoted by Bloomberg, LP. Pursuant to the terms of this debenture, the holder shall not be entitled to convert a number of shares that would exceed 4.99% of the outstanding shares of the Company’s common stock. Based on the initial valuation the Company has recorded a debt discount of $50,514, $46,155 of which has been amortized to interest expense. As of March 31, 13, $143,500 of the $350,000 debenture was converted into 4,100,000 shares of common stock. As a result of the conversions the remaining $4,359 of debt discount amortization was accelerated and expensed, and the derivative liability decreased by $149,671. In addition, as a consequence of the triggering of the default provisions of the debenture, as a result of nonpayment as of the due date and failure to convert a portion of the debenture upon request, the interest on the debenture has been instated at a rate of 18%, effective as of the date of issuance, and a per day penalty of $500 has been accrued from the date of default of $107,500.

 

13
 

 

On October 25, 2011 the Company issued a convertible debenture/note payable to Junior Capital, Inc. for $20,000, $15,000 of this amount was advanced to the Company prior to signing the debenture and prior to the year ended September 30, 2011. The remaining $5,000 was received in October 2011.  The Debenture accrues interest of 10% beginning on October 25, 2011 and matures on October 25, 2012. Junior has the right to convert all or a portion of the principal into shares of common stock at a conversion price equal to fifty percent (50%) of the average of the closing bid price of common stock during the five trading days immediately preceding the conversion date, or fifty percent (50%) of the closing bid price of the common stock on the date of issuance as quoted by Bloomberg, LP. Pursuant to the terms of this debenture, the holder shall not be entitled to convert a number of shares that would exceed 4.99% of the outstanding shares of the Company’s common stock. Based on the initial valuation the Company has recorded a debt discount of $20,000, all of which has been amortized to interest expense. As of March 31, 2013, $20,000 of the principal face value of the Junior Debenture remains outstanding. In addition, as a consequence of the triggering of the default provision of the debenture the interest on the debenture has been instated at a rate of 18% effective as of the date of issuance.

 

On October 28, 2011, the Company entered into an exchange agreement with Editor Newswire Inc. (“Editor”), pursuant to which Editor exchanged a $20,000 promissory note for a $20,000 convertible debenture (the “Editor Debenture”). The Editor Debenture accrues interest of 10% and matures on October 28, 2012. Editor has the right to convert all or a portion of the principal into shares of common stock at a conversion price equal to fifty percent (50%) of the average of the closing bid price of common stock during the five trading days immediately preceding the conversion date, or fifty percent (50%) of the closing bid price of the common stock on the date of issuance as quoted by Bloomberg, LP. Pursuant to the terms of this debenture, the holder shall not be entitled to convert a number of shares that would exceed 4.99% of the outstanding shares of the Company’s common stock. Based on the initial valuation the Company has recorded a debt discount of $20,000, all of which has been amortized to interest expense. As of March 31, 2013 $20,000 of the principal face value of the Debenture remains outstanding. In addition, as a consequence of the triggering of the default provision of the debenture the interest on the debenture has been instated at a rate of 18% effective as of the date of issuance.

 

On November 18, 2011, the Company entered into an exchange agreement with Editor Newswire Inc. (“Editor”), pursuant to which Editor exchanged a $25,000 promissory note dated November 18, 2011 for a $25,000 convertible debenture (the “Editor Debenture”). The Editor Debenture accrues interest of 10% and matures on November 18, 2012. Editor has the right to convert all or a portion of the principal into shares of common stock at a conversion price equal to fifty percent (50%) of the average of the closing bid price of common stock during the five trading days immediately preceding the conversion date, or fifty percent (50%) of the closing bid price of the Common Stock on the date of issuance as quoted by Bloomberg, LP. Pursuant to the terms of this debenture, the holder shall not be entitled to convert a number of shares that would exceed 4.99% of the outstanding shares of the Company’s common stock. . Based on the initial valuation the Company has recorded a debt discount of $25,000, all of which has been amortized to interest expense. As of March 31, 2013 $25,000 of the principal face value of the Debenture remains outstanding. In addition, as a consequence of the triggering of the default provision of the debenture the interest on the debenture has been instated at a rate of 18% effective as of the date of issuance.

 

On January 11, 2012, the Company entered into a $33,000 convertible debenture with Junior Capital Inc. (“Junior”). The Junior Debenture accrues interest of 10% and matures on January 11, 2013. Junior has the right to convert all or a portion of the principal into shares of common stock at a conversion price equal to fifty percent (50%) of the average of the closing bid price of common stock during the five trading days immediately preceding the conversion date, or fifty percent (50%) of the closing bid price of the Common Stock on the date of issuance as quoted by Bloomberg, LP. Pursuant to the terms of this debenture, the holder shall not be entitled to convert a number of shares that would exceed 4.99% of the outstanding shares of the Company’s common stock. Based on the initial valuation the Company has recorded a debt discount of $33,000, $8,425 of which was amortized to interest expense before conversion. As a result of the conversions, $24,575 of debt discount amortization was accelerated and expensed and the derivative liability decreased by $37,159. As of September 30, 2012 the entire $33,000 debenture was converted into 1,015,384 shares of common stock.

 

On March 15, 2012, the Company entered into a $40,000 convertible debenture with Junior Capital Inc. (“Junior”). The Junior Debenture accrues interest of 12% and matures on March 15, 2013. Junior has the right to convert all or a portion of the principal into shares of common stock at a conversion price equal to fifty percent (50%) of the average of the closing bid price of common stock during the five trading days immediately preceding the conversion date, or fifty percent (50%) of thelosing bid price of the Common Stock on the date of issuance as quoted by Bloomberg, LP. Pursuant to the terms of this debenture, the holder shall not be entitled to convert a number of shares that would exceed 4.99% of the outstanding shares of the Company’s common stock. Based on the initial valuation the Company has recorded a debt discount of $40,000, all of which has been amortized to interest expense. As of March 31, 2013 $40,000 of the principal face value of the Debenture remains outstanding. In addition, as a consequence of the triggering of the default provision of the debenture the interest on the debenture has been instated at a rate of 18% effective as of the date of issuance.

 

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On April 9, 2012, the Company entered into a $100,000 convertible debenture with Neil Linder. The debenture accrues interest of 12% and matures on April 9, 2013. Mr. Linder has the right to convert all or a portion of the principal into shares of common stock at a conversion price equal to the lesser of fifty percent (50%) of the average of the closing bid price of common stock during the five trading days immediately preceding the conversion date, or fifty percent (50%) of the closing bid price of the Common Stock on the date of issuance as quoted by Bloomberg, LP. Pursuant to the terms of this debenture, the holder shall not be entitled to convert a number of shares that would exceed 4.99% of the outstanding shares of the Company’s common stock. Based on the initial valuation the Company has recorded a debt discount of $49,532, $44,277 of which has been amortized to interest expense. As of March 31, 2013 $100,000 of the principal face value of the Debenture remains outstanding. In addition, as a consequence of the triggering of the default provision of the debenture the interest on the debenture has been instated at a rate of 18% effective as of the date of issuance.

 

On May 29, 2012, the Company entered into a $500,000 convertible debenture with iBacking Corp. The iBacking Debenture accrues interest of 12% and matures on May 29, 2013. iBacking has the right to convert all or a portion of the principal into shares of common stock at a conversion price equal to the lesser of fifty percent (50%) of the lowest closing bid price of common stock during the ten trading days immediately preceding the conversion date, or fifty percent (50%) of the closing bid price of the Common Stock on the date of issuance as quoted by Bloomberg, LP. Pursuant to the terms of this debenture, the holder shall not be entitled to convert a number of shares that would exceed 4.99% of the outstanding shares of the Company’s common stock. Based on the initial valuation the Company has recorded a debt discount of $84,651, $64,377 of which has been amortized to interest expense. As of March 31, 2013 $500,000 of the principal face value of the Debenture remains outstanding. In addition, as a consequence of the triggering of the default provision of the debenture the interest on the debenture has been instated at a rate of 18% effective as of the date of issuance.

 

On June 5, 2012, the Company entered into an $18,000 convertible debenture with Junior Capital Inc. (“Junior”). The Junior Debenture accrues interest of 12% and matures on June 5, 2013. Junior has the right to convert all or a portion of the principal into shares of common stock at a conversion price equal to fifty percent (50%) of the average of the closing bid price of common stock during the five trading days immediately preceding the conversion date, or fifty percent (50%) of the closing bid price of the Common Stock on the date of issuance as quoted by Bloomberg, LP. Pursuant to the terms of this debenture, the holder shall not be entitled to convert a number of shares that would exceed 4.99% of the outstanding shares of the Company’s common stock. Based on the initial valuation the Company has recorded a debt discount of $18,000, $7,951 of which has been amortized to interest expense. As of March 31, 2013 $18,000 of the principal face value of the Debenture remains outstanding. In addition, as a consequence of the triggering of the default provision of the debenture the interest on the debenture has been instated at a rate of 18% effective as of the date of issuance,

 

The following inputs and assumptions were used to value the secured convertible notes at March 31, 2013 and September 30, 2012:

 

  • The convertible promissory notes have a conversion price of the lesser of 50% of the average of the lowest closing bid stock prices (lowest closing bid price for the 5/29/12 note) over the last 5-10 days or 50% of the closing bid price at issuance (or $0.05 for the 7/1/11 note) and contains no dilutive reset feature.

  • The stock price would fluctuate with an annual volatility. The projected volatility curve was based on historical volatilities of the 18 comparable companies in the entertainment industry.

  • The Holder would redeem based on availability of alternative financing, increasing 1.0% monthly to a maximum of 10%.

  • The Holder will automatically convert the note at maturity if the registration was effective and the company was not in default. The following conversions were completed during the fiscal year.

  • On March 7, 2012, the Company authorized the issuance of 450,000 common shares in conversion of $22,500 of the Junior Capital debenture dated July 1, 2011. The shares were issued at $0.05 pursuant to the conversion terms of the debenture.
15
 

 

  • On March 28, 2012, the Company authorized the issuance of 450,000 common shares in conversion of $22,500 of the Junior Capital debenture dated July 1, 2011. The shares were issued at $0.05 pursuant to the conversion terms of the debenture.

  • On April 20, 2012, the Company authorized the issuance of 450,000 common shares in conversion of $22,500 of the Junior Capital debenture dated July 1, 2011. The shares were issued at $0.05 pursuant to the conversion terms of the debenture.

  • On June 13, 2012, the Company authorized the issuance of 250,000 common shares in conversion of $12,500 of the Junior Capital debenture dated July 1, 2011. The shares were issued at $0.05 pursuant to the conversion terms of the debenture.

  • On June 28, 2012, the Company authorized the issuance of 400,000 common shares in conversion of $20,000 of the Junior Capital debenture dated July 1, 2011. The shares were issued at $0.05 pursuant to the conversion terms of the debenture.

  • On July 24, 2012, the Company authorized the issuance of 1,000,000 common shares in conversion of $32,500 of the Junior Capital debenture dated July 1, 2011. The shares were issued at $0.0325 pursuant to the conversion terms of the debenture.

  • On July 27, 2012, the Company authorized the issuance of 1,015,384 common shares in conversion of $33,000 of the Junior Capital debenture dated January 11, 2012. The shares were issued at $0.0325 pursuant to the conversion terms of the debenture.

  • On August 21, 2012, the Company authorized the issuance of 1,100,000 common shares in conversion of $11,000 of the Junior Capital debenture dated July 1, 2011. The shares were issued at $0.01 pursuant to the conversion terms of the debenture.

  • On October 16, 2012, the Company authorized the issuance of 1,552,795 common shares in conversion of $10,000 of the Neil Linder debenture dated April 9, 2012. The shares were issued at $0.00644 pursuant to the conversion terms of the debenture.

A summary of the activity of the derivative liability is shown below:

 

Balance at September 30, 2011         $ 116,504
Increase in derivative due to new issuances     275,183
Derivative loss due to new issuances     85,169
Decrease in derivative due to settlement of debt     (186,830)
Derivative loss due to mark to market adjustment     178,858
Balance at September 30, 2012         468,884
Increase in derivative due to new issuances   -
Derivative loss due to new issuances   -
Decrease in derivative due to settlement of debt   (11,368)
Derivative gain due to mark to market adjustment   (81,796)
Balance at March  31, 2013       $ 375,720

 

 NOTE 6: COMMON STOCK TRANSACTIONS

 

During the period from September 14, 2007 (inception) through September 30, 2007 the Company issued 125 common shares for $500 cash.

 

During the year ended September 30, 2008 the Company issued 18,492 common shares for $35,942 cash.

 

During the year ended September 30, 2009 the Company issued 34,803 common shares for $25,000 cash and a subscription receivable in the amount of $85,000. During the year ended September 30, 2010 the Company received $22,660 on its subscription receivable.

 

16
 

 

On September 30, 2009 the Company’s Board of Directors authorized the issuance of 200,000 common shares to Directors Robert Searcy and Patrick Peach, as compensation for two years’ services rendered, pursuant to Section 4(2) of the Securities Act of 1933. Due to the volatility of the market and the limited trading of the Company’s stock, shares were valued at $0.10 by the Board of Directors.

 

On September 30, 2009 the Company’s Board of Directors authorized the issuance of, 200,000 shares and 500,000 shares to Jeff Ritchie, the Company’s President and Director for compensation for two years’ services rendered, and 10 million shares in exchange for business opportunities assigned to the company, pursuant to Section 4(2) of the Securities Act of 1933. Due to the volatility of the market and the limited trading of the Company’s stock, shares were valued at $0.10 by the Board of Directors.

 

On September 30, 2009 the Company’s Board of Directors authorized the issuance of, 200,000 shares and 500,000 shares to Kenneth Eade, a former Officer and Director for compensation for two years’ services rendered, 500,000 for two years’ legal services rendered, and 10,000,000 shares in exchange for business opportunities assigned to the company, pursuant to Section 4(2) of the Securities Act of 1933. Due to the volatility of the market and the limited trading of the Company’s stock, shares were valued at $0.10 by the Board of Directors.

 

During the three month period ended December 31, 2009 the Company issued 90,000 common stock shares for total consideration of $45,000.

 

 

 

During the three months ended June 30, 2010 the Company issued 406,571 common shares for total consideration of $119,595.

 

During the three months ended June 30, 2010, the Company issued 4,000 common shares for services totaling $2,000. Due to the volatility of the market and the limited trading of the Company’s stock, shares were valued at $0.10 by the Board of Directors.

 

During the three months ended September 30, 2010, the Company issued 130,000 common shares for total consideration of $32,500.

 

On March 31, 2011 the Company’s Board of Directors authorized the issuance of 100,000 common shares for Director’s fees totaling $38,000, based on the value of the common stock on the date of authorization. As of March 31, 2013 these shares had not yet been issued and therefore have been recorded as a stock payable.

 

On March 31, 2011 the Company’s Board of Directors authorized the issuance of 750,000 shares each to Jeff Ritchie, the Company’s CEO and Kenneth Eade the Company’s former CFO for compensation for services rendered in 2010, and an additional 200,000 shares to Kenneth Eade for legal services rendered, for total consideration of $646,000, based on the value of the common stock on the date of authorization. As of March 31, 2013 these shares had not yet been issued and therefore have been recorded as a stock payable.

 

During the three month period ended March 31, 2011, the Company authorized the issuance of 250,000 common shares for services valued at $95,000, based on the value of the common stock on the date of authorization. The payable was subsequently written off to forgiveness of stock payable.

 

On May 10, 2011 the Company issued 300,000 common shares for cash proceeds of $6,975 and a subscription receivable in the amount of $8,025. As of December 31, 2011 it was determined that the remaining receivable would not be collected; as a result the company credited the stock subscription receivable account and debited bad debt expense for $8,025.

On May 9, 2011 the Company issued 6,000 common shares for a lock up agreement in which the stockholder agreed not to transfer any of his shares for an agreed upon time. The Company recorded an expense of $2,280 based on the value of the common stock on the date of issuance.

 

On May 10, 2011 the Company issued 6,000 common shares to a stockholder for shares authorized in a prior period. The Company recorded an expense of $2,280 based on the value of the common stock on the date of issuance.

 

On June 24, 2011, the Company authorized the issuance of 550,000 common shares for services valued at $209,000, based on the value of the common stock on the date of authorization.

 

17
 

During the year ended September 30, 2011, the Company issued 275,000 common shares for total consideration of $24,975.

 

On February 7, 2012, the Company authorized the issuance of 50,000 common shares to Rachel Boulds, the Company’s CFO, for compensation of services. The shares were issued at $0.51 based on the value of the common stock on the date of authorization for total compensation expense of $25,500.

 

On March 7, 2012, the Company authorized the issuance of 450,000 common shares in conversion of $22,500 of the Junior Capital debenture dated July 1, 2011. The shares were issued at $0.05 pursuant to the conversion terms of the debenture.

 

On March 28, 2012, the Company authorized the issuance of 450,000 common shares in conversion of $22,500 of the Junior Capital debenture dated July 1, 2011. The shares were issued at $0.05 pursuant to the conversion terms of the debenture.

 

On April 20, 2012, the Company authorized the issuance of 450,000 common shares in conversion of $22,500 of the Junior Capital debenture dated July 1, 2011. The shares were issued at $0.05 pursuant to the conversion terms of the debenture

 

On June 13, 2012, the Company authorized the issuance of 250,000 common shares in conversion of $12,500 of the Junior Capital debenture dated July 1, 2011. The shares were issued at $0.05 pursuant to the conversion terms of the debenture

 

On June 28, 2012, the Company authorized the issuance of 400,000 common shares in conversion of $20,000 of the Junior Capital debenture dated July 1, 2011. The shares were issued at $0.05 pursuant to the conversion terms of the debenture

 

On July 24, 2012, the Company authorized the issuance of 1,000,000 common shares in conversion of $32,500 of the Junior Capital debenture dated July 1, 2011. The shares were issued at $0.0325 pursuant to the conversion terms of the debenture.

 

On July 27, 2012, the Company authorized the issuance of 1,015,384 common shares in conversion of $33,000 of the Junior Capital debenture dated January 11, 2012. The shares were issued at $0.0325 pursuant to the conversion terms of the debenture.

 

On August 21, 2012, the Company authorized the issuance of 1,100,000 common shares in conversion of $11,000 of the Junior Capital debenture dated July 1, 2011. The shares were issued at $0.01 pursuant to the conversion terms of the debenture.

 

On September 1, 2012, the Company authorized the issuance of 25,000 common shares to Rachel Boulds, the Company’s CFO, for compensation of services. The shares were issued at $0.0085 based on the value of the common stock on the date of authorization for total compensation expense of $213. The shares were issued in October 2012.

 

During September 2012, the Company authorized the issuance of 8,166,500 common shares for various services. Shares were issued at $0.0075 - $0.095 for total expense of $66,459. The shares were issued in October 2012.

 

During September 2012, the Company authorized the issuance of 115,000 common shares for related party debt of $440. The shares were issued at $0.0085 based on the value of the common stock on the date of authorization, resulting in a loss on the conversion of debt of $537. The shares were issued in October 2012.

 

On October 16, 2012, the Company issued 1,552,795 common shares in conversion of $10,000 of the Neil Linder debenture dated April 9, 2012. The shares were issued at $0.00644 pursuant to the conversion terms of the debenture.

 

On October 16, 2012, the Company issued 38,000 common shares in conversion of $380 advanced to the Company by a related party. The shares were issued at $0.01 based on the value of the common stock on the date of authorization.

 

During the quarter ended December 31, 2012, the Company issued 8,191,500 common shares for services and 115,000 common shares for debt. All issuances were previously recorded as a stock payable.

 

On February 4, 2013, the Company authorized the issuance of 75,000 common shares to Rachel Boulds, the Company’s CFO, for compensation of services. The shares were issued at $0.0369 based on the value of the common stock on the date of authorization for total compensation expense of $2,767. The shares were not issued by the transfer agent as of March 31, 2013 so therefore have been recorded as a stock payable.

 

 

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NOTE 7: RELATED PARTY TRANSACTION

 

During September 2012, the Company authorized the issuance of 115,000 common shares for related party debt of $440. The shares were valued at $0.0085, the stock price on the date of authorization. As a result of the transaction the Company recorded a loss on settlement of debt of $537.

 

As of March 31, 2013, the Company owed its CEO $9,209. The money was advanced to the company to cover certain operating expenses. Amount is due on demand and accrues interest at 8% per year.

 

During the year ended September 30, 2012, the Company authorized the issuance of 75,000 common shares to Rachel Boulds, the Company’s CFO for compensation of services. The shares were issued based on the value of the common stock on the date of authorization for total compensation expense of $25,713.

 

On or about February 4, 2013, the Company authorized the issuance of 75,000 common shares to Rachel Boulds, the Company’s CFO, for compensation of services. The shares were issued at $0.0369 based on the value of the common stock on the date of authorization for total compensation expense of $2,767. The shares were not issued by the transfer agent as of March 31, 2013 so therefore have been recorded as a stock payable.

 

 

NOTE 8: LEGAL PROCEEDINGS

 

On or about September 1, 2011, the Company and its Chief Executive Officer and Chief Compliance Officer filed a complaint in federal court, Central District of California, Case No. CV-11-07233 DMG (MRWx), to recover 6,500,000 shares of common stock transferred to Consultants Marc Cifelli and Arriva Capital, LLC on the grounds of fraud and failure of consideration. The Company received a judgment in its favor on July 30, 2012. The shares have not yet been returned to the Company.

 

On or about August 31, 2012, the Company served notices of rescission on Junior Capital, rescinding that certain $350,000 convertible debenture dated July 1, 2011, in exchange for promissory note in the amount of $350,000, that certain $20,000 convertible debenture dated October 25, 2011, that certain $40,000 convertible debenture dated March 15, 2012 and that certain $18,000 convertible debenture dated June 5, 2012, on the grounds of fraud and failure of consideration.

 

On or about August 31, 2012, the Company has served notices of rescission on iBacking Corp. that certain $500,000 convertible debenture dated May 29, 2012, on the grounds of fraud and failure of consideration.

 

The company has filed an action in federal court, Central District of California, Case No.SAV13-259-DOC, against Junior Capital, Inc., iBacking Corp; and Albert Aimers for securities fraud, rescission, declaratory relief, interference with contract and prospective economic advantage.

 

NOTE 9: GOING CONCERN

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has generated minimal revenue during the period September 14, 2007 (inception) through March 31, 2013, has an accumulated deficit of $6,170,537 and has funded its operations primarily through the issuance of debt and equity. This matter raises substantial doubt about the Company's ability to continue as a going concern.

 

These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Accordingly, the Company’s ability to accomplish its business strategy and to ultimately achieve profitable operations is dependent upon its ability to obtain additional debt or equity financing. Management plans to take the following steps that it believes will be sufficient to provide the Company with the ability to continue in existence.

 

Management intends to raise financing through private equity financing or other means and interests that it deems necessary. The Company, as described above, is in the business of investing in operations of other companies. There can be no assurance that the Company will be successful in its endeavor.    

 

 

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NOTE 10: SUBSEQUENT EVENTS

 

The Company has performed an evaluation of subsequent events in accordance with ASC Topic 855.  The Company is not aware of any subsequent events which would require recognition or disclosure in the financial statements.

 

 

 

 

 

 

 

 

 

 

 

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Item 2:  Management’s Discussion and Analysis or Plan of Operation

 

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to the financial statements included elsewhere in this filing as well as with Management’s Discussion and Analysis or Plan of Operations contained in the Company’s Report on Form 10-K, for the year ended September 30, 2012, filed with the Securities and Exchange Commission.  

 

Forward Looking Statements

 

This discussion and the accompanying financial statements (including the notes thereto) may contain “forward-looking statements” that relate to future events or our future financial performance, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward looking statements are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks and other factors include, among others, those listed under “Risk Factors” in Part II Item 1a. and those included elsewhere in this filing.  For a more detailed discussion of risks and uncertainties, see the Company’s public filings made with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update any forward-looking statements.

 

Plan of Operations

 

Independent Film Development Corporation’s (IFDC’s) overall plan of operations is to acquire and develop independent films for production, sales and distribution, with a goal toward significant partnerships with mini-major and the major film studios, such as Lionsgate and Sony, while simultaneously emulating those companies’ recipes for success.   

 

IFDC’s mission is to develop, produce and acquire films with high profit margins and built in “profit” safety nets. We will seek to leverage the combined talents of an experienced management/producing and sales/distribution team to develop, produce and acquire films for sale and distribution, IFDC will look to incorporate and acquire additional entertainment businesses that compliment and assist us to increase the value of our overall securities, and enhance shareholder value.

 

IFDC’s plan of operations has three main components of film production and finance; co-financing, acquiring product in the development stage, and its own film production.  This, coupled with film distribution, makes up the revenue model for the Company.

 

Co-Financing

 

Co-financing is where a company such as IFDC goes out looking for films that are already financed at 50% or more. This can afford IFDC an opportunity to come in with the remaining funds and as co-financier/executive producer.

 

The average co-financing deal usually requires a project that, subject to our review, has:

 

• A good script

• A solid Director

• Actors of some prominence

 

The film would also be required to have some type of distribution already in place from foreign, domestic or both.  If the project meets with our project requirements we would partner with the production and bring in the remaining cash.

 

For our investment we would expect an average of 110% to 130% return. Once IFDC and all other investors have recouped, then all additional income from the film would be split on a percentage basis based on the amount of the individual investor’s original investment.  In addition, IFDC would receive a presentation credit in the opening titles and normally one or two executive producer credits. This not only will build IFDC’s brand name nationally and internationally it also helps us gain the respect of our peers in the industry. IFDC will constantly be on the lookout for these types of co-financing projects.

 

Acquire and Develop Original Product in Development Stage

 

With this strategy we will seek projects at an early stage, usually with a finished script and possibly a director, producer or actor attached, or some amount of equity, usually in the range of 10% to 25%.

 

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The requirements are very similar to all of our production strategies:

 

1.     Well written salable script with a genre that is on the wave of coming into popularity

2.     Salable actors attached or interested

3.     Director of some prominence (actor directors for example)

4.     Projects that have some hard money attached

5.     Projects that have some form of distribution (rarely found at this stage)

6.     Projects that have some studio interest (rarely found at this stage)

 

IFDC will seek out projects that have many of the points listed above, then “option” the projects for a period of one to three years for as little money as possible, sometimes without any cash up front at all.

 

IFDC will then set about developing the project to get it to the point of funding. This will include script re-writes, and attaching actors. We will also use any director or producer already attached to the film to help with the work thus enabling IFDC to have several projects developing at once while not straining our resources; we have the individual filmmakers do the lion’s share of the work while we supervise and advise.

 

If the project gets to a point where we think it is strong enough, we will attempt to procure financing through traditional film financing sources such as foreign and domestic deals. If we think the individual project is strong enough, we can try to raise a portion or all of the money ourselves through private investors.

 

If we are unsuccessful at any stage of the game we can stop devoting resources to the project and allow the option to simply expire.

 

With this strategy IFDC plans to harvest the best and strongest projects to proceed forward into production.  The advantages to acquisitions at the development stage are: the ability to guide the development process along, gearing it for success, steering the important decisions such as cast and director in a direction that will help make a more successful and profitable film. In addition we will be able to gauge the viability of the project with a small investment and will not risk big dollars, resources, and time before we can establish if the film is marketable or not.

 

The negatives are that we will spend small amounts of cash developing projects, some of which we will not bring to fruition, and so those projects will be a loss, but the films we do move forward on will be much more assured of financial success.

 

Film Distribution

 

IFDC’s plan of operations includes developing a distribution arm with the help of its management.

 

Each year, independent filmmakers produce over 15,000 films while only a small fraction are able to secure distribution for their product.  At the same time, the proliferation of theatrical and home entertainment outlets, including DVD/video (e.g., Netflix, Fox Video, Sony Video, Wal-Mart, Blockbuster), pay-per-view/video-on-demand (e.g., IN DEMAND), pay & free cable/satellite (e.g., HBO, Showtime), free television, new media (internet, pod-casting, web series, electronic delivery systems) and international markets, has resulted in an ever-increasing demand for filmed entertainment content around the globe.   However, the market connecting the filmmakers and the buyers of content is controlled by a few players in the industry.

 

The majority of the film distribution business will operate in a small, low risk, and profitable segment of the entertainment industry that connects the independent filmmakers and distribution outlets.  The company’s principal activities will consist of the following three complementary areas (in order of emphasis):

 

Sales agent – The Company licenses partially or fully completed films made by independent filmmakers to entertainment distributions companies such as those listed above.  The company recoups expenses and earns commissions from the first dollar collected under the licensing deals it generates.   Unlike film producers who make large investments in the production of their films (with little guarantee of return), the company is able to generate its revenue from these films with minimal investment and risk.

 

Negative pickups – The Company produces a film on behalf of a studio.  The company earns the difference between the predetermined budget and the actual cost of making the film, as well as a producer’s fee, typically generating between 5% - 10% of the total budget.

 

Film production – The Company identifies, produces, and secures distribution of a film.  The Company owns the film in perpetuity and directly participates in all revenue generated by the film.  The company will only produce films when distribution is secured in advance by its sales agent arm.

 

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There are few significant players in the small independent film sales agent business. The more prominent companies in this sector now focus on larger independent films.  Companies such as New Line Cinema, LionsGate, and The Weinstein Company, all began selling and distributing low-budget independent films before being acquired by major studios or going public.  As these companies have grown, their business has progressed towards larger budget films, creating a large opportunity for The Company with smaller budgeted films.  In addition, investors such as Mark Cuban and Paul Allen are investing millions of dollars in entertainment production and distribution companies, such as Lions Gate, in order to secure content for their media outlets (HDNet and Charter Communications respectively).

 

Distribution Products and Services

 

The majority of the company’s distribution business will focus on the licensing of independently produced films to domestic and international distributors (as “sales agent”).  In addition, The company will produce small budget movies for major and sub-major studios (“negative pickups”) as well as produce movies that the Company will own (“internal productions”) in perpetuity.  All facets of The Company’s business are low-risk while the sales agent and internal production are highly complementary.

 

Sales Agent

 

The overwhelming majority of independent films are made without adequate financing and/or distribution arrangements.  Often independent filmmakers run out of money during the finishing stages of a film.  In some cases, films get “stuck” in post production due to lack of payment to suppliers or become foreclosed films held by financial institutions and/or post production houses.  Those that have managed to complete their films then have the daunting undertaking of marketing the film to distributors.

 

The company’s primary focus will be to act as a sales agent for independent film producers by providing the sales and marketing services for films.  The company acquires the rights to license these films (which are either fully or partially completed) from the filmmakers for little or no cash outlay.  The company then licenses the films to distributors in the various outlets (i.e., theatrical, home video, cable, TV, international).  The process usually takes between 1 – 12 months beginning when the sales agreement is effected with the filmmaker.  For a minimum cash outlay, The Company participates in the revenue streams of films that cost hundreds of thousands to millions of dollars to produce.   In addition, The Company earns commissions from the first dollar received and recoups its upfront expense before the producer receives any proceeds.

 

The company’s principals have the relationships and credibility with independent filmmakers, production suppliers and the distribution companies.    Further, the production experience of the company’s principals enables them to enable the completion of any unfinished films quickly and efficiently.

 

Acquisitions and Marketing

 

The company will identify films through its network of independent filmmakers as well as industry festivals and trade shows including Sundance, Tribeca, Cannes, and Toronto.   

 

The company will acquire the rights to license (as sales agent) films for a period of 7-25 years in return for a commission ranging from 10-30% of the licensing fees paid by the distributors.  In some cases, the Company will incur minimal upfront costs including: advances to the filmmaker, costs for finalizing the film, and marketing costs.  Upon signing a sales agent agreement, the Company and the filmmakers agree on the “market attendance fees”, trailer/artwork and other marketing costs.  These costs, along with any advances to the filmmaker and/or costs to complete the film, are recouped by the Company after its commission, but before any proceeds are paid to the filmmaker.  The company will incur costs of approximately $40,000 to $150,000 per film to prepare marketing materials including the production of a trailer and artwork.

 

The company will market these films to distributors in all domestic and international outlets by utilizing its relationships with distributors for various markets as well as through industry shows and conferences (e.g., AFM, MIPCOM, NATPE).

 

Negative Pickups

 

Studios often hire film production companies to produce lower budgeted films.  In these situations, known as “negative pickups”, the studio and the production company agree on a budget for the film and the production company keeps the difference of the budget and the actual cost of producing the film, as well as a producer’s fee, typically generating between 5% - 10% of the total budget.

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The company’s principals have profitably produced low budget films.  The company’s ability to produce quality films at or under budget stems from low overhead and excellent relationships with industry suppliers.  As the company does not receive funds (other than the producer’s fee which is paid over the course of production) from the studio until after the film is delivered, a credit facility would be arranged to cover the cost of producing the film.  

 

Internal Production

 

The financing and production of movies is often the riskiest and most rewarding part of the entertainment business. The company plans to mitigate the inherent risks by only producing films that have secured distribution in some or all markets.  In addition, the Company will act as the sales agent for the films it produces.  

 

Initially, the Company will produce quality, moderately budgeted feature-length motion pictures, from a variety of genres, for worldwide distribution, which it will generally develop internally.  Said films will have a majority of the production budget pre-sold prior to embarking on production.  The Company will look to have approximately 75% of any individual budget covered by license fees to mitigate the downside risk of production.

 

 Late-Night Banner

 

Under a Late Night banner, the Company will produce feature-length motion pictures, generally budgeted at approximately $200,000 each (inclusive of corporate overhead and distribution expenses), with erotic R-Rated content that is produced to be distributed worldwide to cable television channels (such as HBO, Showtime, Cinemax and Playboy TV.) worldwide during “late-night” time slots, and to and through the home entertainment distribution window (such as video and DVD). Depending on the products' genre and the audience the company wants to reach, this will determine which strategy needs to be implemented.  IFDC has three strategies depending on the project:

 

1. Direct to Video (Home Video), Domestic and Foreign

 

2. Limited Theatrical, then Video, Domestic and Foreign

 

3. World Wide Theatrical then Video, Domestic and Foreign

 

All of these involve the company making a licensing agreement with a distribution company. We at IFDC strive to make strategic relationships with the best companies here in the United States and internationally. We will do this by fostering relationships at various festivals and film markets like MIPTV, MIFED, AFM and Cannes Market.

 

Direct to Video (Home Video) - this will be used to create equity by selling the licenses for our current back catalogue for home video market.

 

We will find a DVD label that is compatible with our vision for this title. They will make a good transfer and only use the best quality for production in the creation of the DVD.

 

The DVD label will do a cross-market promotion of IFDC and the title, via press releases, PR and various other media on the release of the DVD, and then reviews after the title is released.

 

IFDC's name and branding will be shared with the DVD Company on the DVD packaging.  IFDC will negotiate a good licensing fee with profits paid out every three months.

 

Direct to video will also be a possible route for some of IFDC’s smaller budget films that don’t meet to the standards of theatrical but are made with a small enough budget have a smaller overhead and so would be fine with a direct to video release.

 

Limited Theatrical

 

• 3 to 4 months, of festival support to garner hype and awards in various film festivals, both domestically and internationally

 

• We will then carry this hype and PR on to one of the major film markets where we will acquire a distribution deal with a sales company or a studio (if a deal is not already in place). In the deal we will attempt to procure a limited theatrical release based on the success and exposure of the film at the markets and festivals.

 

• After the limited theatrical run we will sell the rights to both foreign and domestic for DVD rights, via the direct-to-video plan mentioned in our first strategy.

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Full Theatrical

 

This is where we would sell all rights to a studio or mini major, they in turn would handle all distribution and advertisement for both theatrical and home video markets.

 

Results of Operations – Three Months Ended March 31, 2013 as Compared to the Three Months Ended March 31, 2012

 

For the three months ended March 31, 2013 operating expenses decreased $44,042 to $60,812 as of March 31, 2013 compared to $104,854 as of March 31, 2012. The decrease in operating expenses is mostly due to lower officer compensation and professional fees in the current quarter.

 

Net loss increased by $90,454 to $279,631 from $189,177 for the three months ended March 31, 2013 as compared to the three months ended March 31, 2012.  The increase is due to an increase in the loss on derivative liability as well as the additional penalty and interest expense being accrued on past due debentures.

 

Results of Operations – Six Months Ended March 31, 2013 as Compared to the Six Months Ended March 31, 2012

 

For the six months ended March 31, 2013 operating expenses decreased $105,531 to $103,579 as of March 31, 2013 compared to $209,110 as of March 31, 2012. The decrease in operating expenses is mostly due to lower officer compensation and professional fees in the current period.

 

Net loss increased by only $4,512 to $331,065 from $326,553 for the three months ended March 31, 2013 as compared to the three months ended March 31, 2012.  

 

Cash Flow

 

During the six months ended March 31, 2013, the Company used $20,272 of cash for operating activities and received net proceeds from financing activities of $20,272.

 

Critical Accounting Estimates and Policies

 

The discussion and analysis of our financial condition and plan of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates including, among others, those affecting revenue, the allowance for doubtful accounts, the salability of inventory and the useful lives of tangible and intangible assets. The discussion below is intended as a brief discussion of some of the judgments and uncertainties that can impact the application of these policies and the specific dollar amounts reported on our financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, or if management made different judgments.

 

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

 

The Company’s business activities contain elements of risk. The Company considers a principal type of market risk to be a valuation risk. All assets will be valued at fair value as determined in good faith by or under the direction of the Board of Directors and management.  Market prices of common equity securities in general, are subject to fluctuations which could cause the amount to be realized upon sale to differ significantly from the current reported value. The fluctuations may result from perceived changes in the underlying economic characteristics of the Company’s assets, general market conditions and supply and demand.

 

Item 4: Controls and Procedures

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2012. In designing and evaluating the Company’s disclosure controls and procedures, the Company recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, the Company’s management was required to apply its reasonable judgment.

 

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Based upon that evaluation, the Certifying Officers concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective. We have identified material weaknesses discussed below in the Report of management on internal control over financial reporting.

 

Report of Management on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

 

(i) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

(iii) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.

 

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement to the Company’s annual or interim financial statements will not be prevented or detected.

 

As a result of management’s assessment we have concluded that our controls and procedures are not effective as of March 31, 2013. We have identified the following material weaknesses in internal control over financial reporting:

 

Segregation of Duties – As a result of limited resources, we did not maintain proper segregation of incompatible duties. Namely an understaffed financial and accounting function, and the need for additional personnel to prepare and analyze financial information in a timely manner and to allow review and on-going monitoring and enhancement of our controls. The effect of the lack of segregation of duties potentially affects multiple processes and procedures.

 

We are in the continuous process of improving our internal control over financial reporting in an effort to eliminate material weaknesses through improved supervision and training of our staff, but additional effort is needed to fully remedy any deficiencies.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in internal control over financial reporting during the current fiscal quarter of year 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

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On or about September 1, 2011, the company and its Chief Executive Officer and Chief Compliance Officer filed a complaint in federal court, Central District of California, Case No. CV-11-07233 DMG (MRWx), to recover 6,500,000 shares of common stock transferred to Consultants Marc Cifelli and Arriva Capital, LLC on the grounds of fraud and failure of consideration. The company received a judgment in its favor on July 30, 2012. The shares have not yet been returned to the Company.

 

On or about August 31, 2012, the company served notices of rescission on Junior Capital, rescinding that certain $350,000 convertible debenture dated July 1, 2011, in exchange for promissory note in the amount of $350,000, that certain $20,000 convertible debenture dated October 25, 2011, that certain $40,000 convertible debenture dated March 15, 2012 and that certain $18,000 convertible debenture dated June 5, 2012, on the grounds of fraud and failure of consideration.

 

On or about August 31, 2012, the Company has served notices of rescission on iBacking Corp. that certain $500,000 convertible debenture dated May 29, 2012, on the grounds of fraud and failure of consideration.

 

The company has filed an action in federal court, Central District of California, Case No.SAV13-259-DOC, against Junior Capital, Inc., iBacking Corp; and Albert Aimers for securities fraud, rescission, declaratory relief, interference with contract and prospective economic advantage.

 

Item 1A Risk Factors

 

We are subject to various risks which may materially harm our business, financial condition and results of operations. You should carefully consider the risks and uncertainties described below and the other information in this filing before deciding to purchase our common stock. If any of these risks or uncertainties actually occurs, our business, financial condition or operating results could be materially harmed. In that case, the trading price of our common stock could decline and you could lose all or part of your investment.

 

We are a relatively young company with a limited operating history

 

Since we are a young company, it is difficult to evaluate our business and prospects. At this stage of our business operations, even with our good faith efforts, potential investors have a high probability of losing their investment. Our future operating results will depend on many factors, including the ability to generate sustained and increased demand and acceptance of our products, the level of our competition, and our ability to attract and maintain key management and employees. While management believes their estimates of projected occurrences and events are within the timetable of their business plan, there can be no guarantees or assurances that the results anticipated will occur.

 

We expect to incur net losses in future quarters.

 

If we do not achieve profitability, our business may not grow or operate. We may not achieve sufficient revenues or profitability in any future period. We will need to generate revenues from the sales of our products or take steps to reduce operating costs to achieve and maintain profitability. Even if we are able to generate revenues, we may experience price competition that will lower our gross margins and our profitability. If we do achieve profitability, we cannot be certain that we can sustain or increase profitability on a quarterly or annual basis.

 

We will require additional funds to operate in accordance with our business plan.

 

We may not be able to obtain additional funds that we may require. We do not presently have adequate cash from operations or financing activities to meet our short or long-term needs.  If unanticipated expenses, problems, and unforeseen business difficulties occur, which result in material delays, we will not be able to operate within our budget. If we do not achieve our internally projected sales revenues and earnings, we will not be able to operate within our budget. If we do not operate within our budget, we will require additional funds to continue our business.

 

If we are unsuccessful in obtaining those funds, we cannot assure you of our ability to generate positive returns to the Company. Further, we may not be able to obtain the additional funds that we require on terms acceptable to us, if at all. We do not currently have any established third-party bank credit arrangements. If the additional funds that we may require are not available to us, we may be required to curtail significantly or to eliminate some or all of our development, manufacturing, or sales and marketing programs.

 

We may seek to obtain them primarily through equity or debt financings. Such additional financing, if available on terms and

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schedules acceptable to us, if available at all, could result in dilution to our current stockholders and to you. We may also attempt to obtain funds through arrangement with corporate partners or others. Those types of arrangements may require us to relinquish certain rights to our intellectual property or resulting products.

 

We are highly dependent on Jeff Ritchie, our CEO. The loss of Mr. Ritchie, whose knowledge, leadership, and technical expertise upon which we rely, would harm our ability to execute our business plan.

 

We are largely dependent on Jeff Ritchie, our CEO, for specific proprietary technical knowledge. Our ability to successfully market and distribute our products may be at risk from an unanticipated accident, injury, illness, incapacitation, or death of Mr. Ritchie. Upon such occurrence, unforeseen expenses, delays, losses and/or difficulties may be encountered.  Our success may also depend on our ability to attract and retain other qualified management and sales and marketing personnel. We compete for such persons with other companies and other organizations, some of which have substantially greater capital resources than we do. We cannot give you any assurance that we will be successful in recruiting or retaining personnel of the requisite caliber or in adequate numbers to enable us to conduct our business.

 

If  capital  is  not  available  to  us to expand our business operations,  we  will  not  be able to pursue our business plan.

 

We will require substantial additional capital  to  acquire additional properties and to participate in the development of those properties.  Cash flows from operations, to the extent available, will be used to fund these expenditures.  We intend to seek additional capital from loans from current shareholders and from public and private equity offerings.  Our  ability  to  access  capital  will  depend  on  its  success  in participating  in  properties that are successful in exploring for and producing oil  and gas at profitable prices.  It will also be dependent upon the status of the  capital  markets  at  the  time  such capital is sought.  Should sufficient capital not be available, the development of our business plan could be delayed and, accordingly, the implementation of the USD Energy's business strategy would be adversely affected. In such event it would not be likely that investors would obtain a profitable return on  their investments or a return of their investments.

 

Nevada Law and Our Charter May Inhibit a Takeover of Our Company That Stockholders May Consider Favorable

 

Provisions of Nevada law, such as its business combination statute, may have the effect of delaying, deferring or preventing a change in control of our company. As a result, these provisions could limit the price some investors might be willing to pay in the future for shares of our common stock.

 

Our Officers and Directors Have the Ability to Exercise Significant Influence Over Matters Submitted for Stockholder Approval and Their Interests May Differ From Other Stockholders

 

Our executive officers and directors, whether acting alone or together, may have significant influence in determining the outcome of any corporate transaction or other matter submitted to our stockholders for approval, including mergers, acquisitions, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of these executive officers and directors may differ from the interests of the other stockholders.

  

 Our Common Stock Has a Limited Market

 

Our common stock currently trades on the over-the –counter bulletin board, but trading volume has been limited and our stock price volatile.   Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations which could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. Substantial fluctuations in our stock price could significantly reduce the price of our stock.

 

The Penny Stock Rules  cover our stock, which may make it difficult for a broker to sell investors shares.  This may make our stock less marketable, and liquid, and result in a lower market price.

 

Our common stock is a penny stock, which means that SEC rules require broker dealers who make transactions in the stock to comply with additional suitability assessments and disclosures than they would in stock that were not penny stocks, as follows:

 

Prior to the transaction, to approve the person's account for transactions in penny stocks by obtaining information from the

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person regarding his or her financial situation, investment experience and objectives, to reasonably determine based on that information that transactions in penny stocks are suitable for the person, and that the person has sufficient knowledge and experience in financial matters that the person or his or her independent advisor reasonably may be expected to be capable of evaluating the risks of transactions in penny stocks. In addition, the broker or dealer must deliver to the person a written statement setting forth the basis for the determination and advising in highlighted format that it is unlawful for the broker or dealer to effect a transaction in a penny stock unless the broker or dealer has received, prior to the transaction, a written agreement from the person. Further, the broker or dealer must receive a manually signed and dated written agreement from the person in order to effectuate any transactions is a penny stock.

 

  • Prior to the transaction, the broker or dealer must disclose to the customer the inside bid quotation for the penny stock and, if there is no inside bid quotation or inside offer quotation, he or she must disclose the offer price for the security transacted for a customer on a principal basis unless exempt from doing so under the rules.

  • Prior to the transaction, the broker or dealer must disclose the aggregate amount of compensation received or to be received by the broker or dealer in connection with the transaction, and the aggregate amount of cash compensation received or to be received by any associated person of the broker dealer, other than a person whose function in solely clerical or ministerial.

  • The broker or dealer, who has affected sales of penny stock to a customer, unless exempted by the rules, is required to send to the customer a written statement containing the identity and number of shares or units of each such security and the estimated market value of the security. Imposing these reporting and disclosure requirements on a broker or dealer make it unlawful for the broker or dealer to effect transactions in penny stocks on behalf of customers. Brokers or dealers may be discouraged from dealing in penny stocks, due to the additional time, responsibility involved, and, as a result, this may have a deleterious effect on the market for the Company 's stock.

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

 

The following securities were sold and/or issued by the registrant from inception (September 17, 2007) to September 30, 2011, that were not registered under the Securities Act:

 

During the period from September 14, 2007 (inception) through September 30, 2007 the Company issued 125 common shares for $500 cash.

 

During the year ended September 30, 2008 the Company issued 18,492 common shares for $35,942 cash.

 

During the year ended September 30, 2009 the Company issued 34,803 common shares for $25,000 cash and a subscription receivable in the amount of $85,000. During the year ended September 30, 2010 the Company received $22,660 on its subscription receivable.

 

On September 30, 2009 the Company’s Board of Directors authorized the issuance of 200,000 common shares to Directors Robert Searcy and Patrick Peach, as compensation for two years’ services rendered, pursuant to Section 4(2) of the Securities Act of 1933. Due to the volatility of the market and the limited trading of the Company’s stock, shares were valued at $0.10 by the Board of Directors.

 

On September 30, 2009 the Company’s Board of Directors authorized the issuance of, 200,000 shares and 500,000 shares to Jeff Ritchie, the Company’s President and Director for compensation for two years’ services rendered, and 10 million shares in exchange for business opportunities assigned to the company, pursuant to Section 4(2) of the Securities Act of 1933. Due to the volatility of the market and the limited trading of the Company’s stock, shares were valued at $0.10 by the Board of Directors.

 

On September 30, 2009 the Company’s Board of Directors authorized the issuance of, 200,000 shares and 500,000 shares to Kenneth Eade, a former Officer and Director for compensation for two years’ services rendered, 500,000 for two years’ legal services rendered, and 10,000,000 shares in exchange for business opportunities assigned to the company, pursuant to Section 4(2) of the Securities Act of 1933. Due to the volatility of the market and the limited trading of the Company’s stock, shares were valued at $0.10 by the Board of Directors.

 

During the three month period ended December 31, 2009 the Company issued 90,000 common stock shares for total consideration of $45,000.

 

 

 

 

29
 

During the three months ended June 30, 2010 the Company issued 406,571 common shares for total consideration of $119,595.

 

During the three months ended June 30, 2010, the Company issued 4,000 common shares for services totaling $2,000. Due to the volatility of the market and the limited trading of the Company’s stock, shares were valued at $0.10 by the Board of Directors.

 

During the three months ended September 30, 2010, the Company issued 130,000 common shares for total consideration of $32,500.

 

On March 31, 2011 the Company’s Board of Directors authorized the issuance of 100,000 common shares for Director’s fees totaling $38,000, based on the value of the common stock on the date of authorization. As of March 31, 2013 these shares had not yet been issued and therefore have been recorded as a stock payable.

 

On March 31, 2011 the Company’s Board of Directors authorized the issuance of 750,000 shares each to Jeff Ritchie, the Company’s CEO and Kenneth Eade the Company’s former CFO for compensation for services rendered in 2010, and an additional 200,000 shares to Kenneth Eade for legal services rendered, for total consideration of $646,000, based on the value of the common stock on the date of authorization. As of March 31, 2013 these shares had not yet been issued and therefore have been recorded as a stock payable.

 

During the three month period ended March 31, 2011, the Company authorized the issuance of 250,000 common shares for services valued at $95,000, based on the value of the common stock on the date of authorization. The payable was subsequently written off to forgiveness of stock payable.

 

On May 10, 2011 the Company issued 300,000 common shares for cash proceeds of $6,975 and a subscription receivable in the amount of $8,025. As of December 31, 2011 it was determined that the remaining receivable would not be collected; as a result the company credited the stock subscription receivable account and debited bad debt expense for $8,025.

 

On May 9, 2011 the Company issued 6,000 common shares for a lock up agreement in which the stockholder agreed not to transfer any of his shares for an agreed upon time. The Company recorded an expense of $2,280 based on the value of the common stock on the date of issuance.

 

On May 10, 2011 the Company issued 6,000 common shares to a stockholder for shares authorized in a prior period. The Company recorded an expense of $2,280 based on the value of the common stock on the date of issuance.

 

On June 24, 2011, the Company authorized the issuance of 550,000 common shares for services valued at $209,000, based on the value of the common stock on the date of authorization.

 

During the year ended September 30, 2011, the Company issued 275,000 common shares for total consideration of $24,975.

 

On February 7, 2012, the Company authorized the issuance of 50,000 common shares to Rachel Boulds, the Company’s CFO, for compensation of services. The shares were issued at $0.51 based on the value of the common stock on the date of authorization for total compensation expense of $25,500.

 

On March 7, 2012, the Company authorized the issuance of 450,000 common shares in conversion of $22,500 of the Junior Capital debenture dated July 1, 2011. The shares were issued at $0.05 pursuant to the conversion terms of the debenture.

 

On March 28, 2012, the Company authorized the issuance of 450,000 common shares in conversion of $22,500 of the Junior Capital debenture dated July 1, 2011. The shares were issued at $0.05 pursuant to the conversion terms of the debenture.

 

On April 20, 2012, the Company authorized the issuance of 450,000 common shares in conversion of $22,500 of the Junior Capital debenture dated July 1, 2011. The shares were issued at $0.05 pursuant to the conversion terms of the debenture

 

On June 13, 2012, the Company authorized the issuance of 250,000 common shares in conversion of $12,500 of the Junior Capital debenture dated July 1, 2011. The shares were issued at $0.05 pursuant to the conversion terms of the debenture

 

On June 28, 2012, the Company authorized the issuance of 400,000 common shares in conversion of $20,000 of the Junior Capital debenture dated July 1, 2011. The shares were issued at $0.05 pursuant to the conversion terms of the debenture

 

On July 24, 2012, the Company authorized the issuance of 1,000,000 common shares in conversion of $32,500 of the Junior Capital debenture dated July 1, 2011. The shares were issued at $0.0325 pursuant to the conversion terms of the debenture.

 

30
 

On July 27, 2012, the Company authorized the issuance of 1,015,384 common shares in conversion of $33,000 of the Junior Capital debenture dated January 11, 2012. The shares were issued at $0.0325 pursuant to the conversion terms of the debenture.

 

On August 21, 2012, the Company authorized the issuance of 1,100,000 common shares in conversion of $11,000 of the Junior Capital debenture dated July 1, 2011. The shares were issued at $0.01 pursuant to the conversion terms of the debenture.

 

On September 1, 2012, the Company authorized the issuance of 25,000 common shares to Rachel Boulds, the Company’s CFO, for compensation of services. The shares were issued at $0.0085 based on the value of the common stock on the date of authorization for total compensation expense of $213. The shares were issued in October 2012.

 

During September 2012, the Company authorized the issuance of 8,166,500 common shares for various services. Shares were issued at $0.0075 - $0.095 for total expense of $66,459. The shares were issued in October 2012.

 

During September 2012, the Company authorized the issuance of 115,000 common shares for related party debt of $440. The shares were issued at $0.0085 based on the value of the common stock on the date of authorization, resulting in a loss on the conversion of debt of $537. The shares were issued in October 2012.

 

On or about October 16, 2012, the Company issued 1,552,795 common shares in conversion of $10,000 of the Neil Linder debenture dated April 9, 2012. The shares were issued at $0.00644 pursuant to the conversion terms of the debenture.

 

On or about October 16, 2012, the Company issued 38,000 common shares in conversion of $380 advanced to the Company by a related party.

 

During the quarter ended December 31, 2012, the Company issued 8,306,500 common shares on its stock payable.

 

On or about February 4, 2013, the Company authorized the issuance of 75,000 common shares to Rachel Boulds, the Company’s CFO, for compensation of services. The shares were issued at $0.0369 based on the value of the common stock on the date of authorization for total compensation expense of $2,767. The shares were not issued by the transfer agent as of March 31, 2013 so therefore have been recorded as a stock payable.

 

All shares were issued in reliance upon Section 4(2) of the Securities Act of 1933. No underwriters were used in any of the above-referenced sales.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mining Safety Disclosure

 

Not applicable.

 

Item 5. Other Information

 

None.

 

31
 

 

Item 6. Exhibits

             
      Incorporated by reference
Exhibit Exhibit Description Filed herewith Form Period ending Exhibit

Filing

date

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X        
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X        
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X        
             
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X        
10.1 Convertible Debenture for $350,000 dated November 16, 2011 to Junior Capital, Inc.   10-K 9/30/2011 10.1 1/13/2012
10.2 Convertible Debenture for $20,000 dated October 25, 2011 to Junior Capital Inc.   10-K 9/30/2011 10.2 1/13/2012
10.3 Convertible Debenture for $20,000 dated October 28, 2011 to Editor Newswire Inc.   10-K 9/30/2011 10.3 1/13/2012
10.4 Convertible Debenture for $25,000 dated November 18, 2011 to Editor Newswire Inc.   10-K 9/30/2011 10.4 1/13/2012
10.5 Convertible Debenture for $33,000 dated January 11, 2012 to Junior Capital Inc.   10-Q 3/31/2012 10.5 5/18//2012
10.6 Convertible Debenture for $40,000 dated March 15, 2012 to Junior Capital Inc.   10-Q 3/31/2012 10.6 5/18//2012
10.7 Convertible Debenture for $18,000 dated June 5, 2012 to Junior Capital Inc.   10-Q 3/31/2012 10.7 8/20/2012
10.8 Convertible Debenture for $500,000 dated May 29, 2012 to iBacking Corp.   10-Q 6/30/2012 10.8 8/20/2012
10.9 Convertible Debenture for $100,000 dated April 9, 2012 Neil Linder   10-Q 6/30/2012 10.9 8/20/2012
101.INS* XBRL Instance Document X        
101.SCH* XBRL Taxonomy Extension Schema Document X        
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document X        
101.LAB* XBRL Taxonomy Extension Label Linkbase Document X        
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document X        
101.DEF* XBRL Taxonomy Extension Definition Linkbase Definition X        
             

 

*  Pursuant to Rule 406T of Regulation S-T, these interactive files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.

 

 

 

 

 

 

 

32
 

 

 

SIGNATURES

 

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

 

     
     
Date: May 20, 2013  

INDEPENDENT FILM DEVELOPMENT CORPORATION

 

BY:      Jeff Ritchie

 

           /s/ Jeff Ritchie                                         

                Jeff Ritchie

                Chief Executive Officer and Director 

 

By:        Rachel Boulds

 

           /s/Rachel Boulds                                    

              Rachel Boulds               

              Chief Financial Officer

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

33