As filed with the Securities and Exchange Commission on January 24, 2008
Registration No. 333-148510
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
Amendment No. 2 to
FORM SB-2/A
Registration Statement
Under the Securities Act of 1934
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RESHOOT PRODUCTION COMPANY
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(Name of small business issuer in its charter)
NEVADA 7812 26-1665960
- - ------------------------------- ----------------- -----------------
(State or other Jurisdiction of (Primary Standard (I.R.S. Employer
Incorporation or Organization) Industrial Identification No.)
Classification
Number)
14055 Tahiti Way, Unit 305, Marina del Rey, CA 90292
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(Address of Principal Executive Offices) (Zip Code)
Ed DeStefano
14055 Tahiti Way, Unit 305
Marina del Rey, CA 90292
Phone: (310) 823-3656
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(Name, address and telephone number of agent for service)
Copies to:
Thomas C. Cook, Esq.
Law Offices of Thomas C. Cook
500 N. Rainbow, Suite 300
Las Vegas, NV 89107
Phone: (702) 221-1925
Fax: (702) 221-1963
Approximate date of proposed commencement of sale to the public: As soon as
practicable after the Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- -------------------------------------------------------------------------------
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
Calculation of Registration Fee
-------------------------------
============================================================================
TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED RESISTERED SHARE(1) PRICE(1) FEE
Common stock
$0.001 par value 9,200,000(1) $0.02(2) $184,000.00 $ 7.23
---------------------------------------------------------
TOTAL 9,200,000 N/A $184,000.00 $ 7.23
============================================================================
(1) The shares included herein are being distributed to the stockholders of
Reshoot & Edit. Reshoot & Edit shareholders will not be charged or assessed
for Reshoot Production Company Common Stock, and Reshoot & Edit shareholders
will receive no consideration for the distribution of the foregoing shares
in the spin-off.
(2) There currently exists no market for Reshoot Production Company's Common
Stock. Although the registrant's common stock has a par value of $0.001, the
registrant believes that the calculations offered pursuant to Rule 457(f)(2)
are not applicable and, as such, the registrant has valued the common stock,
in good faith and for purposes of the registration fee, based on $0.02 per
share. In the event of a stock split, stock dividend or similar transaction
involving our common stock, the number of shares registered shall
automatically be increased to cover the additional shares of common stock
issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
ii
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THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING
AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS
NOT PERMITTED.
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED ________, 2008
Reshoot Production Company
9,200,000 shares of common stock
This prospectus relates to the distribution by dividend to all of the
original stockholders of Reshoot & Edit, 9,200,000 shares of Reshoot & Edit's
common stock (the "Distribution"). Reshoot Production Company is not selling
any shares of common stock in this distribution and therefore will not
receive any proceeds from this distribution. All costs associated with this
registration will be borne by Reshoot Production Company
Reshoot Production Company is currently a wholly-owned subsidiary of
Reshoot & Edit and after the Distribution Reshoot & Edit will be an
independent public company.
Subject to the Notice of Effectiveness of this Registration Statement, the
holders of Reshoot & Edit common stock will receive one share of Reshoot
Production Company Class A Common Stock for every one share of Reshoot & Edit
common stock that they hold. Following the Distribution, Reshoot & Edit will
not own any shares of Reshoot Production Company
You may be required to pay income tax on all or a portion of the value of
the shares of Reshoot Production Company Class A Common Stock received by you
in connection with this Distribution.
Currently, no public market exists for Reshoot Production Company common
stock and a public market may not develop, or, if any market does develop, it
may not be sustained. Our common stock is not traded on any exchange or in
the over-the-counter market. After this Registration Statement becomes
effective, we expect to have an application filed with the National
Association of Securities Dealers, Inc. for our common stock to eligible for
trading on the OTC Bulletin Board. Until our common stock is quoted on the
OTC-BB, the offering will be made at $0.02 per share and thereafter at
prevailing market prices or privately negotiated prices.
The purchase of the securities offered through this prospectus involves a
high degree of risk.
SEE SECTION TITLED "RISK FACTORS" ON PAGE 10
--------------------------------------------
No underwriter or person has been engaged to facilitate the
Distribution in this offering.
The Securities and Exchange Commission and state securities regulators have
not approved or disapproved of these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is ___________, 2008.
1
TABLE OF CONTENTS
-----------------
PAGE
----
Part I
PROSPECTUS SUMMARY...................................................... 3
SUMMARY OF DISTRIBUTION................................................. 3
QUESTIONS AND ANSWERS ABOUT THE SPIN-OFF................................ 5
FORWARD-LOOKING STATEMENTS.............................................. 6
THE SPIN-OFF AND PLAN OF DISTRIBUTION.................................. 6
SUMMARY FINANCIAL INFORMATION...........................................10
RISK FACTORS............................................................10
RISK FACTORS RELATING TO OUR COMPANY....................................11
RISK FACTORS RELATING TO OUR COMMON SHARES..............................17
CAPITALIZATION .........................................................20
CERTAIN MARKET INFORMATION..............................................21
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...............21
DESCRIPTION OF BUSINESS.................................................24
LEGAL PROCEEDINGS.......................................................29
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS............30
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES..........................33
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..........................33
SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT...........34
THE DISTRIBUTION........................................................36
MANNER OF EFFECTING THE DISTRIBUTION....................................37
FEDERAL INCOME TAX CONSIDERATIONS.......................................43
FEDERAL SECURITIES LAWS CONSEQUENCES....................................45
DESCRIPTION OF SECURITIES...............................................45
DIVIDEND POLICY.........................................................48
TRANSFER AGENT..........................................................48
LEGAL MATTERS...........................................................48
EXPERTS.................................................................48
WHERE YOU CAN FIND MORE INFORMATION.....................................49
FINANCIAL STATEMENTS....................................................50
Part II
INDEMNIFICATION OF DIRECTORS AND OFFICERS.............................II-1
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION...........................II-2
RECENT SALES OF UNREGISTERED SECURITIES...............................II-2
EXHIBITS..............................................................II-3
UNDERTAKINGS..........................................................II-3
POWER OF ATTORNEY.....................................................II-5
SIGNATURES............................................................II-6
2
PROSPECTUS SUMMARY
------------------
The following summary highlights selected information contained in this
prospectus. Before making an investment decision, you should read the entire
prospectus carefully, including the "Risk Factors" section, the financial
statements and the notes to the financial statements.
Corporate Background
- - --------------------
The Company was organized October 31, 2007 (Date of Inception) under the laws
of the State of Nevada, as Reshoot Production Company ("Reshoot Production
Company"). The Company was incorporated as a subsidiary of Reshoot & Edit,
("Reshoot & Edit"), a Nevada corporation.
Reshoot & Edit is focused on becoming a depository of television and movie
scripts for resale. Reshoot & Edit formed a subsidiary, which solely focuses
on movie production, as compared to purchasing movie scripts. On December
26, 2007, Reshoot & Edit decided to spin off its subsidiary.
The Reshoot & Edit' director and largest shareholder decided it was in the
best interest of Reshoot & Edit and Reshoot Production Company shareholders
to spin-off Reshoot Production Company, in order to allow both companies to
focus on their different business plans.
SUMMARY OF DISTRIBUTION
-----------------------
Reshoot Production Company is a wholly-owned subsidiary of Reshoot & Edit On
July 31, 2007, the board of directors of Reshoot & Edit approved, subject to
the effectiveness of a registration with the U. S. Securities and Exchange
Commission, a spin off to Company shareholders on one-to-one basis for every
share of Reshoot & Edit common stock, par value $0.001 owned. The Reshoot &
Edit stock dividend will be based on 9,200,000 shares of Reshoot & Edit
common stock issued and outstanding as of the record date.
The shares of Reshoot Production Company are owned by Reshoot & Edit, who
will distribute the Reshoot Production Company shares once the Form SB-2 is
effective with the U. S. Securities and Exchange Commission. The shares will
be distributed by Empire Stock Transfer, Inc., which acts as our transfer
agent. Reshoot & Edit will retain no ownership in Reshoot Production Company
following the spin off. Further, Reshoot Production Company will no longer
be a subsidiary of Reshoot & Edit.
3
Following the Distribution, Reshoot & Edit may seek to expand its operations
through the acquisition of additional businesses. Any potential acquired
additional businesses may be outside the current field of operations of
Reshoot & Edit. Reshoot & Edit may not be able to identify, successfully
integrate or profitably manage any such businesses or operations. Currently,
Reshoot & Edit has no plans, proposals or arrangements, either orally or in
writing, regarding any proposed acquisitions and is not considering any
potential acquisitions.
The board of directors and management of Reshoot & Edit believe that the
Distribution is in the best interests of Reshoot & Edit and its stockholders.
Reshoot & Edit believes that the Distribution will enhance value for Reshoot
& Edit stockholders and that the spin off of the movie production business
into Reshoot Production Company may provide greater access to capital by
allowing the financial community to focus solely on each business entity as a
stand alone company. This may help provide the different businesses as a
stand-alone company to more easily be able to obtain financing from third
parties. Reshoot & Edit' is focused on becoming a depository of television
and movie scripts for resale. Reshoot Production Company focuses on movie
production, as compared to purchasing movie scripts.
Why Reshoot Production Company Sent This Document To You
Reshoot Production Company sent you this document because you were an
owner of Reshoot & Edit common stock on December 26, 2007. You will be
entitled to receive a distribution of one (1) share of Common Stock of
Reshoot Production Company, a wholly-owned subsidiary of Reshoot & Edit,
Inc., for every one (1) shares of Reshoot & Edit you own. No action is
required on your part to participate in the Distribution and you do not have
to pay cash or other consideration to receive your Reshoot & Edit shares.
This document describes Reshoot Production Company's business, the
relationship between Reshoot & Edit and Reshoot Production Company, and how
this transaction benefits Reshoot & Edit and its stockholders, and provides
other information to assist you in evaluating the benefits and risks of
holding or disposing of the shares of Reshoot Production Company stock you
will receive as part of this Distribution. You should be aware of certain
risks relating to the Distribution and Reshoot Production Company's business,
which are described in this document beginning on page 10.
4
Questions And Answers About The Spin-Off
Q. How Many Reshoot Production Company Shares Will I Receive?
A. Reshoot Production Company will distribute to you one (1) share of our
common stock for every one (1) shares of Reshoot & Edit you owned on [date],
the record date.
Q. What Are Shares Of Reshoot Production Company Worth?
A. The value of our shares will be determined by their trading price after
the spin-off. We do not know what the trading price will be and we can
provide no assurances as to value. After the spin-off, our shares will not
be listed on any stock exchange. We have not started the process of working
with a broker dealer to submit our application to be listed on the OTC-
Bulletin Board.
Q. What Is The History Of The Parent Company?
A. Reshoot & Edit was incorporated on August 23, 2006. Reshoot & Edit is
focused on becoming a depository of television and movie scripts for resale.
Reshoot & Edit obtained an option on a movie script but did not have the
resources to produce the movie. Management felt it was in its the best
interest of its shareholders to spin-off its subsidiary as Reshoot Production
Company to seek funding to produce a movie.
Q. What Do I Have To Do To Receive My Reshoot Production Company's Shares?
A. No action by you is required. You do not need to pay any money or
surrender your Reshoot & Edit common shares to receive our common shares.
Our transfer agent will mail your Reshoot Production Company common shares to
your record address as of the record date.
Q. When Can I Expect To Receive My Spin Off Shares in Reshoot
Production Company?
A. Subject to the Notice of Effectiveness of this Registration Statement, by
the U. S. Securities & Exchange Commission, our transfer agent will mail you
a share certificate representing your shares. If you are not a record holder
of Reshoot & Edit stock because your shares are held on your behalf by your
stockbroker or other nominee, your shares of Reshoot & Edit Common Stock
should be credited to your account with your stockbroker or nominee following
the effectiveness of Reshoot Production Company's registration statement.
5
Forward-looking Statements
--------------------------
This prospectus contains statements that plan for or anticipate the future.
Forward-looking statements include statements about our future business plans
and strategies, and most other statements that are not historical in nature.
In this prospectus, forward-looking statements are generally identified by
the words "anticipate," "plan," "believe," "expect," "estimate," and the
like. Although we believe that any forward-looking statements we make in this
prospectus are reasonable, because forward-looking statements involve future
risks and uncertainties, there are factors that could cause actual results to
differ materially from those expressed or implied.
About Us
- - --------
Reshoot Production Company was incorporated in Nevada on October 31, 2007 as
a wholly-owned subsidiary of Reshoot & Edit. Reshoot Production Company
acquired the interests in and rights and title to an Option Purchase
Agreement for an unpublished script entitled "Masquerade." This option
agreement grants to Reshoot Production Company an option to purchase motion
picture ("Motion Picture" meaning theatrical motion picture and or
television) and ancillary rights in the unpublished script by November 30,
2008. Reshoot Production Company needs to raise one million dollars to
produce this film.
Provided the Company can raise the required funding to produce this film, a
joint venture will be formed with Braverman Productions, who will produce
this film, and any monies generated by this joint will be split 50/50 between
Reshoot Production Company and Braverman Productions after Reshoot Production
Company recoups the first $1,000,000 (one million dollars). There will be no
expenses, interest, or overhead of any kind deducted by Reshoot Production
Company from any of the income.
Our principal offices are currently located at 14055 Tahiti Way, Unit 305
Marina del Rey, CA 90292. Our telephone number is (310) 823-3656.
THE SPIN-OFF AND PLAN OF DISTRIBUTION
-------------------------------------
Distributing Company Reshoot & Edit, a Nevada corporation. As
used in this prospectus, the term Reshoot & Edit
includes Reshoot & Edit, unless the context
otherwise requires.
6
Distributed Company Reshoot Production Company, a Nevada
corporation. As used in this prospectus, the terms
Reshoot Production Company, the Company, we,
our, us and similar terms mean Reshoot Production
Company, as of the relevant date, unless the
context otherwise requires.
Reshoot & Edit Shares Reshoot & Edit will distribute to Reshoot
to be Distributed Production Company stockholders an aggregate of
9,200,000 shares of Common Stock, $0.001 par value
per share, of Reshoot Production Company. The
shares of Reshoot Production Company Common
Stock distributed will constitute 100% of the
Reshoot Production Company Common Stock
outstanding after the Distribution. Immediately
following the Distribution, Reshoot & Edit
will not own any shares of Reshoot Production
Company Common Stock and Reshoot Production
Company will be an independent public company.
Record Date If you own Reshoot & Edit shares at the close
of business on [date] (the "Record Date"),
then you will receive Reshoot Production,
Company Common Stock in the Distribution.
Distribution Date You will receive your Reshoot Production Company,
stock certificate from our transfer agent.
The stock certificate will be mailed to you after
our Registration Statement becomes effective.
If you are not a record holder of Reshoot & Edit
stock because such shares are held on your behalf
by your stockbroker or other nominee, your Reshoot
Production Company Common Stock should be
credited to your account with your stockbroker or
other nominee after the Distribution date.
Following the Distribution, you may request
physical stock certificates if you wish, and
instructions for making that request will be
furnished with your account statement.
Distribution On the Distribution Date, the distribution agent
identified below will begin distributing
certificates representing our Common Stock
to Reshoot & Edit stockholders. You will not be
required to make any payment or take any other
action to receive your shares of our Common Stock.
7
Distribution Ratio Reshoot & Edit will distribute to Reshoot
Production Company stockholders an aggregate of
9,200,000 shares of Common Stock of Reshoot
Production Company, based on 9,200,000 Reshoot &
& Edit shares outstanding on the record date.
Therefore, for every one share of Reshoot & Edit
common stock that you own of record on [date]
you will receive one share of Reshoot Production
Company Common Stock.
Distribution Agent Empire Stock Transfer, Inc. Their address is 2470
St. Rose Pkwy, Suite 304, Henderson, NV 89074.
Their telephone number is (702) 818-5898.
Transfer Agent and Empire Stock Transfer, Inc. Their address is 2470
Registrar for the Reshoot St. Rose Pkwy, Suite 304, Henderson, NV 89074.
& Edit Shares Their telephone number is (702) 818-5898.
Trading Market We are not trading on any exchange.
Dividend Policy Reshoot & Edit has not paid cash dividends in the
past, and we anticipate that following the
Distribution neither Reshoot & Edit nor Reshoot
Production Company will pay cash dividends.
However, no formal action has been taken
with respect to future dividends, and the
declaration and payment of dividends by Reshoot
& Edit and Reshoot Production Company will
be at the sole discretion of their respective
boards of directors.
Risk Factors The distribution and ownership of our Common Stock
involve various risks. You should read carefully
the factors discussed under "Risk Factors"
beginning on page 10. Several of the most
significant risks of the Distribution include
o The Distribution may cause the price of
Reshoot & Edit Common Stock to decline.
o There has not been a prior trading market
for Reshoot Production Company Common
Stock and a trading market for our Common
Stock may not develop.
o The Distribution of Reshoot & Edit Common
Stock may result in tax liability to
you.
8
o Reshoot & Edit and/or Reshoot Production
Company may in the future, sell or
issue unregistered convertible
securities which are convertible into
common shares of their common stock
without limitations on the number of common
shares the securities are convertible into,
which could dilute the value of your
holdings and could have other negative
impacts on your investment.
Federal Income Tax Reshoot & Edit and Reshoot Production Company
Consequences do not intend for the Distribution to be a
tax-free for U.S. federal income tax purposes. You
may be required to pay income tax on the value of
your shares of Reshoot Production Company
Common Stock. You are advised to consult your own
tax advisor as to the specific tax consequences of
the Distribution.
Our Relationship with After the Distribution, Reshoot & Edit and
Reshoot & Edit after Reshoot Production Company will have different
the Distribution management and directors, and Reshoot & Edit will
have no ownership in Reshoot Production Company.
Board of Directors of After the Distribution, Reshoot Production Company,
Reshoot Production is expected to have an initial board of one
Company directors. The initial directors will serve a one-
year term. Ed DeStefano, the largest shareholder
of Reshoot & Edit has been identified to
serve on the initial board Reshoot Production
Company.
Management of Reshoot Mr. DeStefano will serve as Chairman of the Board
Production Company of Reshoot Production Company and will also serve
as President and Chief Executive Officer of
Reshoot Production Company. Mr. DeStefano will
not be an officer, director or employee of Reshoot
& Edit. Mr. DeStefano will not provide services to
Reshoot Production Company on a full-time
basis.
Stockholder Inquiries Any persons having inquiries relating to the
Distribution should contact the Shareholder
Services department of the distribution agent at
(702) 818-5898 or Reshoot Production Company,
in writing at Reshoot Production Company,
14055 Tahiti Way, Unit 305, Marina del Rey, CA
90292 or by telephone at (310) 823-3656.
9
SUMMARY FINANCIAL INFORMATION
-----------------------------
For The Period
October 31, 2007
(Inception) to
December 31, 2007
------------------
Statement of Operations Data:
Revenues $ -
Net Loss $ (5,400)
Net Loss Per Common Share - Basic and Diluted $ (0.00)
Weighted Average Common Shares Outstanding - 9,200,000
Basic and Diluted
Balance sheet data:
December 31, 2007
------------------
Working Capital $ 0
Total Assets $ 0
Stockholders' Equity $ (5,400)
RISK FACTORS
------------
All parties and individuals reviewing this Form SB-2 and considering us as an
investment should be aware of the financial risk involved. When deciding
whether to invest or not, careful review of the risk factors set forth herein
and consideration of forward-looking statements contained in this
registration statement should be adhered to. Prospective investors should be
aware of the difficulties encountered as we face all the risks including
competition, and the need for additional working capital. If any of the
following risks actually occur, our business, financial condition, results of
operations and prospects for growth would likely suffer. As a result, you
could lose all or part of your investment.
You should read the following risk factors carefully before purchasing our
common stock.
10
RISK FACTORS RELATING TO OUR COMPANY
------------------------------------
1. SINCE WE ARE A DEVELOPMENT COMPANY, AND WE HAVE NOT GENERATED ANY
REVENUES, THERE ARE NO ASSURANCE THAT OUR BUSINESS PLAN WILL EVER BE
SUCCESSFUL.
Our company was incorporated on October 31, 2007, we are a spin off of
Reshoot & Edit. We have realized no revenues. We have no solid operating
history upon which an evaluation of our future prospects can be made. Based
upon current plans, we expect to incur operating losses in future periods as
we incur significant expenses associated with the initial startup of our
business. Further, there are no assurances that we will be successful in
realizing revenues or in achieving or sustaining positive cash flow at any
time in the future. Any such failure could result in the possible closure of
our business or force us to seek additional capital through loans or
additional sales of our equity securities to continue business operations,
which would dilute the value of any shares you purchase in this distribution.
2. IF OUR BUSINESS PLAN IS NOT SUCCESSFUL, WE MAY NOT BE ABLE TO CONTINUE
OPERATIONS AS A GOING CONCERN AND OUR STOCKHOLDERS MAY LOSE THEIR ENTIRE
INVESTMENT IN US.
As discussed in the Notes to Financial Statements included in this
registration statement, at December 31, 2007 we had no working capital, no
assets, and stockholders' equity of approximately $(5,400). In addition, we
had a net loss of approximately $(5,400) for the period October 31, 2007
(inception) to December 31, 2007.
These factors raise substantial doubt that we will be able to continue
operations as a going concern, and our independent auditors included an
explanatory paragraph regarding this uncertainty in their report on our
financial statements for the period October 31, 2007 (inception) to December
31, 2007. Our ability to continue as a going concern is dependent upon our
generating cash flow sufficient to fund operations and reducing operating
expenses. Our business plans may not be successful in addressing these
issues. If we cannot continue as a going concern, our stockholders may lose
their entire investment in us.
3. WE EXPECT LOSSES IN THE FUTURE BECAUSE WE HAVE GENERATED NO REVENUE.
We have generated no revenues, we are expect losses over the next eighteen
(18) to twenty-four (24) months since we have no revenues to offset the
expenses associated in executing our business plan. We cannot guarantee that
we will ever be successful in generating revenues in the future. We
recognize that if we are unable to generate revenues, we will not be able to
earn profits or continue operations as a going concern. There is no history
upon which to base any assumption as to the likelihood that we will prove
successful, and we can provide investors with no assurance that we will
generate any operating revenues or ever achieve profitable operations.
11
4. WE HAVE NO OPERATING HISTORY AS AN INDEPENDENT PUBLIC COMPANY AND WE
MAY BE UNABLE TO OPERATE PROFITABLY AS A STAND-ALONE COMPANY.
Reshoot Production Company does not have an operating history as an
independent public company. Historically, since the businesses that comprise
each of Reshoot & Edit and Reshoot Production Company have been under one
ultimate parent, they have been able to rely, to some degree, on the
earnings, assets, and cash flow of each other for capital requirements.
After the Distribution, Reshoot Production Company will be an independent
company, unable to rely on Reshoot & Edit Following the Distribution,
Reshoot Production Company will maintain its own credit and banking
relationships and perform its own financial and investor relations functions.
Reshoot Production Company may not be able to successfully put in place the
financial, administrative and managerial structure necessary to operate as
fully reporting independent public company, and the development of such
structure will require a significant amount of management's time and other
resources.
5. SINCE OUR OFFICER WORKS FOR US PART TIME, HIS OTHER ACTIVITIES COULD SLOW
DOWN OUR OPERATIONS.
Ed DeStefano, our sole officer, does not work for us exclusively and does not
devote all of his time to our operations. Therefore, it is possible that a
conflict of interest with regard to his time may arise based on his
employment in other activities. His other activities will prevent him from
devoting full-time to our operations which could slow our operations and may
reduce our financial results because of the slow down in operations.
Ed DeStefano, the President and Director of the company, currently devotes
approximately 5-10 hours per week to company matters. The responsibility of
developing the company's business, the distribution of the shares through
this prospectus and fulfilling the reporting requirements of a public company
all fall upon Mr. DeStefano. We have not formulated a plan to resolve any
possible conflict of interest with her other business activities. Mr.
DeStefano intends to limit his role in his other business activities and
devote more of his time to Reshoot Production Company after we attain a
sufficient level of revenue and are able to provide sufficient officers'
salaries per our business plan. In the event she is unable to fulfill any
aspect of her duties to the company we may experience a shortfall or complete
lack of sales resulting in little or no profits and eventual closure of the
business.
12
6. OUR SOLE OFFICER, MR. ED DESTEFANO, NO PRIOR EXPERIENCE IN RUNNING A
MOVIE PRODUCTION COMPANY.
Our sole executive officer has no experience in operating a movie production
company prior to Reshoot Production Company. Due to his lack of experience,
our executive officer may make wrong decisions and choices regarding key
decisions on behalf of the Company. Consequently, our Company may suffer
irreparable harm due to management's lack of experience in this industry.
7. IF WE ARE UNABLE TO OBTAIN ADDITIONAL FUNDING, OUR BUSINESS OPERATIONS
WILL BE HARMED. EVEN IF WE DO OBTAIN ADDITIONAL FINANCING OUR THEN EXISTING
SHAREHOLDERS MAY SUFFER SUBSTANTIAL DILUTION.
As of December 31, 2007, the Company had no working cash and equivalents.
The Company needs at least one million dollars ($1,000,000) in order to
produce its planned movie production.
There are no guarantees given that the Company will be able to find the
necessary financing or the necessary financing will be available, if required
or if available, will be on terms and conditions satisfactory to management.
The above outlined capital problems which could significantly affect the
value of any Common Shares and could result in the loss of an investor's
entire investment.
8. WE MAY NOT BE ABLE TO RAISE SUFFICIENT CAPITAL OR GENERATE ADEQUATE
REVENUE TO MEET OUR OBLIGATIONS AND FUND OUR OPERATING EXPENSES.
Failure to raise adequate capital and generate adequate sales revenues to
meet our obligations and develop and sustain our operations could result in
reducing or ceasing our operations. Additionally, even if we do raise
sufficient capital and generate revenues to support our operating expenses,
there can be no assurances that the revenue will be sufficient to enable us
to develop business to a level where it will generate profits and cash flows
from operations. These matters raise substantial doubt about our ability to
continue as a going concern. Our independent auditors currently included an
explanatory paragraph in their report on our financial statements regarding
concerns about our ability to continue as a going concern.
9. WE MAY NOT BE ABLE TO COMPETE WITH LARGER SALES CONTRACT COMPANIES, THE
MAJORITY OF WHOM HAVE GREATER RESOURCES AND EXPERIENCE THAN WE DO.
We are very small and unproven entity as compared to our competitors. As an
independent producer, we will compete with major U.S. and international
studios. Most of the major U.S. studios are part of large diversified
corporate groups with a variety of other operations, including television
networks and cable channels, that can provide both the means of distributing
their products and stable sources of earnings that may allow them better to
offset fluctuations in the financial performance of their motion picture and
television operations. In addition, the major studios have more resources
with which to compete for ideas, storylines and scripts created by third
parties as well as for actors, directors and other personnel required for
production. This will have a material adverse effect on our business,
results of operations and financial condition.
13
10. LICENSED DISTRIBUTORS' FAILURE TO PROMOTE OUR PROGRAMS MAY ADVERSELY
AFFECT OUR BUSINESS.
Licensed distributors' decisions regarding the timing of release and
promotional support of motion pictures, television programs and related
products are important in determining the success of these pictures, programs
and products. As with most companies engaging in licensed distribution, we
do not control the timing and manner in which our licensed distributors
distribute our motion pictures or television programs. Any decision by those
distributors not to distribute or promote one of our motion pictures,
television programs or related products or to promote our competitors' motion
pictures, television programs or related products to a greater extent than
they promote ours could have a material adverse effect on our business,
results of operations and financial condition.
11. PIRACY OF MOTION PICTURES, INCLUDING DIGITAL AND INTERNET PIRACY, MAY
REDUCE THE GROSS RECEIPTS FROM THE EXPLOITATION OF OUR PRODUCTION.
Motion picture piracy is extensive in many parts of the world. Additionally,
as motion pictures begin to be digitally distributed using emerging
technologies such as the internet and online services, piracy could become
more prevalent, including in the U.S., because digital formats are easier to
copy. As a result, users can download and distribute unauthorized copies of
copyrighted motion pictures over the internet. In addition, there could be
increased use of devices capable of making unauthorized copies of motion
pictures. As long as pirated content is available to download digitally,
many consumers may choose to download such pirated motion pictures rather
than pay to view motion pictures. Piracy of any films we produce may
adversely impact the gross receipts received from the exploitation of these
films, which could have a material adverse effect on our business, results of
operations and financial condition.
12. OUR EXCLUSIVE OPTION AGREEMENT WITH BRAVERMAN PRODUCTIONS IS SCHEDULED
TO EXPIRE ON NOVEMBER 30, 2008.
We have entered into an option agreement with the Braverman Productions to
purchase motion picture ("Motion Picture" meaning theatrical motion picture
and or television) and ancillary rights in an unpublished script entitled,
"MASQUERADE". In order to satisfy the conditions of this option agreement we
are responsible for raising one million dollars to produce this unpublished
script. This option agreement is due to expire on November 30, 2008. If we
are unable raise the required funding or unable to renew this agreement, we
would have no rights to this unpublished script. This option is not
automatically renewable. If at the termination of this Agreement, Braverman
Productions does not allow us to renew this option agreement, we will lose
our total investment and the time devoted in seeking funding to produce this
unpublished script. This is a substantial risk to the Company. Unless we
can identify a replacement script or another business strategy, we would need
to close our business operations.
14
13. IF WE ARE UNABLE TO ATTRACT KEY EMPLOYEES, WE MAY BE UNABLE TO SUPPORT
THE GROWTH OF OUR BUSINESS.
Successful execution of our business strategy depends, in large part, on our
ability to attract and retain qualified sales representatives and other
personnel with the skills and qualifications necessary to fully execute our
programs and strategy. Competition for talent among companies in the our
industry is intense and we cannot assure you that we will be able to continue
to attract or retain the talent necessary to support the growth of our
business.
14. OUR SOLE OFFICER/DIRECTOR OWNS A CONTROLLING INTEREST IN OUR VOTING STOCK
AND INVESTORS WILL NOT HAVE ANY VOICE IN OUR MANAGEMENT, WHICH COULD RESULT
IN DECISIONS ADVERSE TO OUR GENERAL SHAREHOLDERS.
Our sole officer/director is our principal stockholder, he beneficially owns
approximately or has the right to vote approximately 81% of our outstanding
common stock. As a result, this sole shareholder will have the ability to
control substantially all matters submitted to our stockholders for approval
including:
a) election of our board of directors;
b) removal of any of our directors;
c) amendment of our Articles of Incorporation or bylaws; and
d) adoption of measures that could delay or prevent a change in control or
impede a merger, takeover or other business combination involving us.
As a result of their ownership and positions, these two individuals have the
ability to influence all matters requiring shareholder approval, including
the election of directors and approval of significant corporate transactions.
In addition, the future prospect of sales of significant amounts of shares
held by our director and executive officer could affect the market price of
our common stock if the marketplace does not orderly adjust to the increase
in shares in the market and the value of your investment in the company may
decrease. Management's stock ownership may discourage a potential acquirer
from making a tender offer or otherwise attempting to obtain control of us,
which in turn could reduce our stock price or prevent our stockholders from
realizing a premium over our stock price.
15
15. IN THE FUTURE, WE WILL INCUR INCREMENTAL COSTS AS A RESULT OF OPERATING
AS A PUBLIC COMPANY, AND OUR MANAGEMENT WILL BE REQUIRED TO DEVOTE SUBSTANTIAL
TIME TO NEW COMPLIANCE INITIATIVES.
Upon the effectiveness of our registration, we will incur legal, accounting and
other expenses as a fully-reporting public company. Moreover, the Sarbanes-
Oxley Act of 2002 (the "Sarbanes-Oxley Act"), as well as new rules subsequently
implemented by the SEC, have imposed various new requirements on public
companies, including requiring changes in corporate governance practices. Our
management will need to devote a substantial amount of time to these new
compliance initiatives. Moreover, these rules and regulations will increase
our legal and financial compliance costs and will make some activities more
time-consuming and costly. We expect to incur approximately $10,000 of
incremental operating expenses in 2008, our first year of being a public
company. We are required to be in compliance with section 404 of the
Sarbanes-Oxley Act by December 31, 2008. At this time, we project that the
total incremental operating expenses of being a public company will be
approximately $11,000 for 2008. The incremental costs are estimates, and
actual incremental expenses could be materially different from these estimates.
The Sarbanes-Oxley Act also requires, among other things, that we maintain
effective internal controls for financial reporting and disclosure controls and
procedures. In particular, commencing in fiscal 2008, we must perform system
and process evaluation and testing of our internal controls over financial
reporting to allow management and our independent registered public accounting
firm to report on the effectiveness of our internal controls over financial
reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our testing,
or the subsequent testing by our independent registered public accounting firm,
may reveal deficiencies in our internal controls over financial reporting that
are deemed to be material weaknesses. Our compliance with Section 404 will
require that we incur substantial accounting expense and expend significant
management efforts. Moreover, if we are not able to comply with the
requirements of Section 404 in a timely manner, or if we or our independent
registered public accounting firm identifies deficiencies in our internal
controls over financial reporting that are deemed to be material weaknesses,
the market price of our stock could decline, and we could be subject to
sanctions or investigations by the SEC or other regulatory authorities, which
would require additional financial and management resources.
16
RISKS RELATING TO OUR COMMON SHARES
-----------------------------------
16. WE MAY, IN THE FUTURE, ISSUE ADDITIONAL COMMON SHARES, WHICH WOULD REDUCE
INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.
Our Articles of Incorporation authorize the issuance of 70,000,000 shares of
common stock and 5,000,000 preferred shares. The future issuance of common
stock may result in substantial dilution in the percentage of our common
stock held by our then existing shareholders. We may value any common stock
issued in the future on an arbitrary basis. The issuance of common stock for
future services or acquisitions or other corporate actions may have the
effect of diluting the value of the shares held by our investors, and might
have an adverse effect on any trading market for our common stock.
17. OUR COMMON SHARES ARE SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND
THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN
OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes relevant to
us, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to
certain exceptions.
For any transaction involving a penny stock, unless exempt, the rules
require: (a) that a broker or dealer approve a person's account for
transactions in penny stocks; and (b) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity
and quantity of the penny stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the
broker or dealer must: (a) obtain financial information and investment
experience objectives of the person; and (b) make a reasonable determination
that the transactions in penny stocks are suitable for that person and the
person has sufficient knowledge and experience in financial matters to be
capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prescribed by the Commission relating to the
penny stock market, which, in highlight form: (a) sets forth the basis on
which the broker or dealer made the suitability determination; and (b) that
the broker or dealer received a signed, written agreement from the investor
prior to the transaction. Generally, brokers may be less willing to execute
transactions in securities subject to the "penny stock" rules. This may make
it more difficult for investors to dispose of our Common shares and cause a
decline in the market value of our stock.
17
Disclosure also has to be made about the risks of investing in penny stocks
in both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies available to an
investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in
penny stocks.
18. THERE IS NO CURRENT TRADING MARKET FOR OUR SECURITIES AND IF A TRADING
MARKET DOES NOT DEVELOP, PURCHASERS OF OUR SECURITIES MAY HAVE DIFFICULTY
SELLING THEIR SHARES.
There is currently no established public trading market for our securities
and an active trading market in our securities may not develop or, if
developed, may not be sustained. We intend to apply for admission to
quotation of our securities on the NASD OTC Bulletin Board after this
prospectus is declared effective by the SEC. If for any reason our common
stock is not quoted on the OTC Bulletin Board or a public trading market does
not otherwise develop, purchasers of the shares may have difficulty selling
their common stock should they desire to do so. As of the date of this
filing, there have been no discussions or understandings between Reshoot
Production Company or anyone acting on our behalf with any market maker
regarding participation in a future trading market for our securities. If no
market is ever developed for our common stock, it will be difficult for you
to sell any shares you purchase in this distribution. In such a case, you
may find that you are unable to achieve any benefit from your investment or
liquidate your shares without considerable delay, if at all. In addition, if
we fail to have our common stock quoted on a public trading market, your
common stock will not have a quantifiable value and it may be difficult, if
not impossible, to ever resell your shares, resulting in an inability to
realize any value from your investment.
The Company's common stock could be subject to wide fluctuations in response
to variations in quarterly results of operations, announcements of
technological innovations or new solutions by the Company or its competitors,
general conditions in pharmaceutical industry, and other events or factors,
many of which are beyond the Company's control. In addition, the stock
market has experienced price and volume fluctuations, which have affected the
market price for many companies in industries similar or related to that of
the Company, which have been unrelated to the operating performance of these
companies. These market fluctuations may have a material adverse eject on
the market price of the Company's common stock if it ever becomes tradable.
18
19. BECAUSE WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS ON OUR COMMON STOCK,
OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS
THEY SELL THEM.
We intend to retain any future earnings to finance the development and
expansion of our business. We do not anticipate paying any cash dividends on
our common stock in the foreseeable future. Unless we pay dividends, our
stockholders will not be able to receive a return on their shares unless they
sell them. There is no assurance that stockholders will be able to sell
shares when desired.
20. WE MAY ISSUE SHARES OF PREFERRED STOCK IN THE FUTURE THAT MAY ADVERSELY
IMPACT YOUR RIGHTS AS HOLDERS OF OUR COMMON STOCK.
Our articles of incorporation authorize us to issue up to 5,000,000 shares of
preferred stock. Accordingly, our board of directors will have the authority
to fix and determine the relative rights and preferences of preferred shares,
as well as the authority to issue such shares, without further stockholder
approval. As a result, our board of directors could authorize the issuance
of a series of preferred stock that would grant to holders preferred rights
to our assets upon liquidation, the right to receive dividends before
dividends are declared to holders of our common stock, and the right to the
redemption of such preferred shares, together with a premium, prior to the
redemption of the common stock. To the extent that we do issue such
additional shares of preferred stock, your rights as holders of common stock
could be impaired thereby, including, without limitation, dilution of your
ownership interests in us. In addition, shares of preferred stock could be
issued with terms calculated to delay or prevent a change in control or make
removal of management more difficult, which may not be in your interest as
holders of common stock.
21. WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND
COMPLIANCE, WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE,
MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
We plan to contact a market maker immediately following the effectiveness of
our Registration Statement and have them file an application on our behalf to
have the shares quoted on the OTC Electronic Bulletin Board. To be eligible
for quotation on the OTCBB, issuers must remain current in their filings with
the SEC. Market Makers are not permitted to begin quotation of a security
whose issuer does not meet this filing requirement. Securities already
quoted on the OTCBB that become delinquent in their required filings will be
removed following a 30 or 60 day grace period if they do not make their
required filing during that time. In order for us to remain in compliance
we will require future revenues to cover the cost of these filings, which
could comprise a substantial portion of our available cash resources. If we
are unable to generate sufficient revenues to remain in compliance it may be
difficult for you to resell any shares you may purchase, if at all.
19
CAPITALIZATION
--------------
The following table sets forth, as of December 31, 2007, the capitalization
of the Company on an actual basis. This table should be read in conjunction
with the more detailed financial statements and notes thereto included
elsewhere herein.
December 31, 2007
------------------
Actual
-----------
Liabilities and Stockholders' Equity
Stockholders' equity:
Preferred stock, $0.001 par value, 5,000,000
Shares authorized, none issued -
Common stock, $0.001 par value, 70,000,000
shares authorized, none issued and outstanding
as of 12/31/07 -
Additional paid-in capital 5,400
(Deficit) accumulated during development
stage (5,400)
-------------
-
-------------
$ -
=============
20
CERTAIN MARKET INFORMATION
--------------------------
There currently exists no public trading market for our common stock. We do
not intend to develop a public trading market until the spin-off registration
has been completed. There can be no assurance that a public trading market
will develop at that time or be sustained in the future. Without an active
public trading market, you may not be able to liquidate your shares without
considerable delay, if at all. If a market does develop, the price for our
securities may be highly volatile and may bear no relationship to our actual
financial condition or results of operations. Factors we discuss in this
prospectus, including the many risks associated with an investment in our
company, may have a significant impact on the market price of our common
stock. Also, because of the relatively low price of our common stock, many
brokerage firms may not effect transactions in the common stock.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
---------------------------------------------------------
Certain statements contained in this prospectus, including statements
regarding the anticipated development and expansion of our business, our
intent, belief or current expectations, primarily with respect to the future
operating performance of Reshoot Production Company and the services we
expect to offer and other statements contained herein regarding matters that
are not historical facts, are "forward-looking" statements. Future filings
with the Securities and Exchange
Commission, future press releases and future oral or written statements made
by us or with our approval, which are not statements of historical fact, may
contain forward-looking statements, because such statements include risks and
uncertainties, actual results may differ materially from those expressed or
implied by such forward-looking statements.
All forward-looking statements speak only as of the date on which they are
made. We undertake no obligation to update such statements to reflect events
that occur or circumstances that exist after the date on which they are made.
This section must be read in conjunction with the Audited Financial
Statements included in this prospectus.
Overview
Reshoot Production Company acquired the interests in and rights and title to
an Option Purchase Agreement for an unpublished script entitled "Masquerade."
Our objective is to seek funding ($1,000,000) one million dollars to produce
this film as a joint venture with a California movie production company.
21
Results of Operations for Period Ending December 31, 2007
We earned no revenues since our inception on October 31, 2007 through
December 31, 2007. We do not anticipate earning any significant revenues
until such time as we can produce a motion picture. We are presently in the
development stage of our business and we can provide no assurance that we
will be successful in producing any motion picture.
For the period of inception through December 26, 2007 we generated no income.
Since our inception on July 19, 2007, we experienced a net loss of $(5,400).
Our loss was attributed to organizational expenses and the acquisition of an
Option Purchase Agreement. We anticipate our operating expenses will
increase as we build our operations. Some of our increased expenses will be
attributed to professional fees to be incurred in connection with the filing
of a registration statement with the Securities Exchange Commission under the
Securities Act of 1933. We anticipate our ongoing operating expenses will
also increase once we become a reporting company under the Securities
Exchange Act of 1934.
Revenues
We generated no revenues for the period from October 31, 2007 (inception)
through December 31, 2007. We do not anticipate generating any revenues for
at least 24 months.
Liquidity and Capital Resources
Our balance sheet as of December 31, 2007 reflects no assets and no current
liabilities.
Notwithstanding, we anticipate generating losses and therefore we may be
unable to continue operations in the future. We anticipate we will require
additional capital up to approximately $1,000,000 and we would have to issue
debt or equity or enter into a strategic arrangement with a third party. We
intend to try and raise capital through a private offering after this
registration statement is declared effective and our shares are quoted on the
Over the Counter Bulletin Board. There can be no assurance that additional
capital will be available to us. We currently have no agreements,
arrangements or understandings with any person to obtain funds through bank
loans, lines of credit or any other sources.
Our sole officer/director has agreed to donate funds to the operations of the
Company, in order to keep it fully reporting for the next twelve (12) months,
without seeking reimbursement for funds donated.
Future Financings
We anticipate continuing to rely on equity sales of our common shares in
order to continue to fund our business operations. Issuances of additional
shares will result in dilution to our existing shareholders. There is no
assurance that we will achieve any of additional sales of our equity
securities or arrange for debt or other financing to fund our exploration and
development activities.
22
We are seeking to raise a $1,000,000 in a future offering of our common
stock. In the event we are unable to raise $1,000,000, we may be unable to
conduct any operations and may consequently go out of business. There are no
formal or informal agreements to attain such financing and we can not assure
you that any financing can be obtained. If we are unable to raise these
funds, we will not be able to implement any of our proposed business
activities and may be forced to cease operations. The table below
illustrates our business plan that constitute top priorities. Each material
event or milestone listed in the table below will be required until revenues
are generated. Each step needs to be completed before we can move on to the
next step with these milestones. Therefore, we are unable to provide a
timeline, in that, if one step is not achieved, the remaining steps cannot be
completed.
Anticipated
Manner time needed to
Milestone of achievement complete milestone
----------------------------------------------------------------------------
1. Business plan Prepared by officer of the Already completed
developed Company
2. Company acquires Purchased Option Purchase Already completed
unpublished script Agreement
3. Separate company Spin-off of Subsidiary In process
formed with own
management
3. Company becomes Files Registration In process
non-deficient with SEC and completes
fully reporting comments
4. Broker-dealer Company seeks a Following
applies for market maker Effectiveness
OTC-BB listing of Registration
5. Business plan Pipe transaction (stock Three months after
funded must be trading) OTC-BB listing
6. Movie Produced With funds from pipe Nine months
transaction after funding.
7. Movie Distributed With funds from pipe Twelve months
transaction after funding
8. The Company Provided movie is successful 18-24 months
operates at a and distribution achieved after funding
profit
23
Going Concern Consideration
Our independent auditors included an explanatory paragraph in their report on
the accompanying financial statements regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional
note disclosures describing the circumstances that lead to this disclosure by
our independent auditors.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
DESCRIPTION OF BUSINESS
-----------------------
Corporate History
- - -----------------
The Company was organized October 31, 2007 (Date of Inception) under the laws
of the State of Nevada, as Reshoot Production Company The Company was
incorporated as a subsidiary of Reshoot & Edit, a Nevada corporation.
Reshoot Production Company Business Plan
- ----------------------------------------
Reshoot Production Company acquired the interests in and rights and title to
an Option Purchase Agreement for an unpublished script entitled "Masquerade."
This option agreement grants to Reshoot Production Company an option to
purchase motion picture ("Motion Picture" meaning theatrical motion picture
and or television) and ancillary rights in the unpublished script by November
30, 2008. Reshoot Production Company needs to raise one million dollars to
produce this film.
Provided the Company can raise the required funding to produce this film, a
joint venture will be formed with Braverman Productions, who will produce
this film, and any monies generated by this joint will be split 50/50 between
Reshoot Production Company and Braverman Productions after Reshoot Production
Company recoups the first $1,000,000 (one million dollars). There will be no
expenses, interest, or overhead of any kind deducted by Reshoot Production
Company from any of the income.
Braverman Productions
- ---------------------
Braverman Productions has agreed to produce this unpublished script with
Reshoot Production Company, provided the Company can raise $1,000,000 to
finance the production.
24
Mr. Chuck Braverman, founder of Braverman Productions, began his career 30
years ago in movie production by producing many commercials for major clients
like Xerox, Chevrolet, Goodyear, and Kodak. He produced corporate films for
Apple Computer, Atlantic Records and presidential candidate Ronald Reagan.
David Bowie, Paul McCartney, Cher, Bob Seeger and many others hired Chuck
Braverman to produce and direct their music videos. Mr. Braverman then
produced the first series for Showtime, "What's Up America!" This was hour
long documentary series that was shot throughout the United States. He
produced the Big Laff-off for Showtime featuring then unknown comics like
Eddie Murphy and Jerry Seinfeld. He also produced network television
specials with Willie Nelson, Andy Kaufman, and Tony Bennett.
Mr. Braverman was nominated and won the Directors Guild of America award for
Best Documentary and in 2001 was nominated for an Academy Award(R) for
another film. Mr. Braverman has been nominated four times by the Directors
Guild of America, and has also won two Emmys. The last two years his
documentaries have made the Oscar(r) documentary short list.
In the last couple of years Mr. Braverman has produced and directed films for
Discovery Channel, HBO, Animal Planet, A&E, Discovery Times, TLC, and
Discovery Health. Some of the titles are; "Children of the Court," "High
School Boot Camp," "Curtain Call," Making Marines," "Bottom of the Ninth,"
"Sextuplets," "Broken Wings," "Biography of Oscar(R)," "Debutantes," and
"Homeless In Paradise."
Reshoot Production Company Funding Requirements
- -----------------------------------------------
Reshoot Production Company does not have the required capital or funding to
execute its business plan. Reshoot Production Company will require at least
$1,000,000 to produce a motion picture.
Future funding could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or
amortization expenses related to goodwill and other intangible assets, which
could materially adversely affect the Company's business, results of
operations and financial condition. Any future acquisitions of other
businesses, technologies, services or product(s) might require the Company to
obtain additional equity or debt financing, which might not be available on
terms favorable to the Company, or at all, and such financing, if available,
might be dilutive.
25
Motion Picture Industry Overview
- --------------------------------
The "major" studios dominate the motion picture industry in the United States
by controlling the distribution of films that they produce as well as films
that are produced by "independent" studios. These major studios include
among others: The Walt Disney Company; Sony Pictures Entertainment;
Paramount Pictures; Twentieth Century Fox Film Corporation; Universal
Studios; and Warner Bros. Entertainment.
Historically, the major studios financed, produced and distributed the vast
majority of American-made motion pictures. Today, much of the financing and
distribution of major motion pictures remains in the control of these major
studios. But as many of the major studios have become part of large
conglomerate business operations, or diversified their operations, they have
adopted a policy of producing only a relatively small number of films each
year. As demand for filmed entertainment has increased, many smaller,
independent film production companies have been successfully established to
fill the excess demand for motion pictures.
Management believes that two convergent trends in the production and
distribution of motion pictures have led to an opportunity for independent
films to be profitably exploited. This includes: 1) the increasing
commercial success of independent films; and 2) the increasing commercial
success of DVDs.
In the last decade, the distribution of independent films, films produced by
independent production companies outside of the major studios, brought
increasing commercial success to the major studios that were distributing
them. Management believes that increasing commercial success of independent
films that cater to specific audiences or specialized tastes is an indication
that consumer tastes have proven broader than what the major studios can
fulfill.
As the demand for a diversity of motion pictures has expanded, so too has
audience market with the commercial success of the DVD format. The popular
and inexpensive DVD format has expanded the audience market beyond
traditional theatrical distribution. The high production, marketing, and
distribution costs for films produced for theatrical distribution
economically require that theatrically distributed films have the broadest
possible audience appeal.
Motion Picture Distribution
- ---------------------------
The commercial success of any film is dependent upon distribution. Many
independent films never find a distributor. As independent producer,
management recognizes that its success is having a distribution deal prior to
production of the film.
26
The revenue of a distributor is derived not just from the theatrical
exploitation of a film. It also includes receipts from television and cable
sales, video cassettes, and ancillary rights, non-theatrical distribution
rights, merchandising rights and even sound track albums and music rights.
Generally, the marketing department of the distributor determines how a
picture will be sold. This includes the concept for the campaign and the
marketing strategy as to where to open the picture and when.
Competition
- -----------
The motion picture industry is intensely competitive. In addition to
competing with the major film studios that dominate the motion picture
industry, we will also compete with numerous independent motion picture
production companies, television networks, and pay television systems.
Virtually all of our competitors are significantly larger than we are, have
been in business much longer than we have, and have significantly more
resources at their disposal.
The motion picture industry at times may create an oversupply of motion
pictures in the market. The number of motion pictures released by different
movie studies, particularly the major U.S. studios, may create an oversupply
of product in the market, reduce our potential share of box office receipts
and make it more difficult for our film to succeed commercially. Oversupply
may become most pronounced during peak release times, such as school holidays
and national holidays, when theatre attendance is expected to increase.
The limited supply of motion picture screens compounds this product
oversupply problem. Currently, a substantial majority of the motion picture
screens in the U.S. typically are committed at any one time to only 10 to 15
films distributed nationally by major studio distributors. In addition, as a
result of changes in the theatrical exhibition industry, including
reorganizations and consolidations and the fact that major studio releases
occupy more screens, the number of screens available to us when we want to
release a picture may decrease. If the number of motion picture screens
decreases, box office receipts, and the correlating future revenue streams,
such as from home video and pay and free television, of our motion pictures
may also decrease, which could have a material adverse effect on our
business, results of operations and financial condition.
27
PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS
Our ability to compete depends, in part, upon successful protection of our
intellectual property. We do not have the financial resources to protect our
rights to the same extent as major studios. We will attempt to protect
proprietary and intellectual property rights to our production through
available copyright and trademark laws and licensing and distribution
arrangements with reputable international companies in specific territories
and media for limited durations. Despite these precautions, existing
copyright and trademark laws afford only limited practical protection in
certain countries. We also distribute our products in other countries in
which there is no copyright or trademark protection. As a result, it may be
possible for unauthorized third parties to copy and distribute our
productions or certain portions or applications of our intended productions,
which could have a material adverse effect on our business, results of
operations and financial condition.
Litigation may also be necessary in the future to enforce our intellectual
property rights, to protect our movie rights, or to determine the validity
and scope of the proprietary rights of others or to defend against claims of
infringement or invalidity. Any such litigation could result in substantial
costs and the diversion of resources and could have a material adverse effect
on our business, results of operations and financial condition. We cannot
assure you that infringement or invalidity claims will not materially
adversely affect our business, results of operations and financial condition.
Regardless of the validity or the success of the assertion of these claims,
we could incur significant costs and diversion of resources in enforcing
our intellectual property rights or in defending against such claims,
which could have a material adverse effect on our business, results of
operations and financial condition.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
NEED FOR GOVERNMENTAL APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES
Due to the nature of the Company's business, Reshoot Production Company does
not need to seek direct government approval for its services.
28
EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE BUSINESS
The Company is not currently subject to many direct government regulations,
other than the securities laws and the regulations thereunder applicable to
all publicly owned companies, the laws and regulations applicable to general
businesses. It is possible that certain laws and regulations may be adopted
at the local, state, national and international level that could effect the
Company's operations. Changes to such laws could create uncertainty in the
marketplace which could reduce demand for the Company's products or increase
the cost of doing business as a result of costs of litigation or a variety of
other such costs, or could in some other manner have a material adverse
effect on the Company's business, financial condition, results of operations
and prospects. If any such law or regulation is adopted it could limit the
Company's ability to operate and could force the business operations to
cease, which would have a significantly negative effect on the Company.
Employees
- ---------
We have no employees other than Mr. DeStefano, our President. He plans to
devote 5-10 hours per week of his time to our business. All functions
including development, strategy, negotiations and clerical work is being
provided by our sole officer/director on a voluntary basis, without
compensation.
Description of Property
- -----------------------
Our offices are currently located at 14055 Tahiti Way, Unit 305, Marina del
Rey, CA 90292. Our telephone number is (310) 823-3656. This space consists
of a unit within a larger building that is also used by unrelated businesses.
Management believes that its current facilities are adequate for its needs
through the next twelve months, and that, should it be needed, suitable
additional space will be available to accommodate expansion of the Company's
operations on commercially reasonable terms, although there can be no
assurance in this regard. Our officer will not seek reimbursement for past
office expenses.
LEGAL PROCEEDINGS
-----------------
There are no pending legal proceedings to which the Company is a party or in
which any director, officer or affiliate of the Company, any owner of record
or beneficially of more than 5% of any class of voting securities of the
Company, or security holder is a party adverse to the Company or has a
material interest adverse to the Company. The Company's property is not the
subject of any pending legal proceedings.
29
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
------------------------------------------------------------
Directors and Executive Officers
- --------------------------------
Our executive officers and directors and their respective ages as of December
31, 2007 are as follows:
Set forth below are the names, ages and present principal occupations or
employment, and material occupations, positions, offices or employments for
the past five years of our current directors and executive officers.
Name Age Positions and Offices Held
- --------------- --- ----------------------------------
Ed DeStefano 73 President, Secretary and Director
The business address for our officers/directors is: c/o Reshoot Production
Company, 14055 Tahiti Way, Unit 305, Marina del Rey, CA 90292. Set forth
below is a brief description of the background and business experience of our
sole officer/director.
Ed DeStefano, President/Director
- - --------------------------------
2006-Present President, Director, Fairfax & Third Wireless, Los Angeles,
California, a company selling retail wireless service
2001-2003 Corporate Secretary, Director, EZ Credit, Inc., a Nevada
Corporation, a Company which helps individuals repair their
personal credit information.
1999-2004 President, Director, Wireless Wizard, Las Vegas, Nevada,
a "blank check company," where no operations have even taken
place.
2000-2001 Corporate Secretary and Director for Business Translation
Services, Inc., a Company which was designed to provide
translation services to international businesses. He
voluntarily resigned as the Company's director and officer
on October 30, 2001.
1999-2000 Loan Representative, First Mortgage Corporation, Diamond Bar,
California, worked as an independent contractor as loan
representative selling mortgage loans.
1995-1998 General Manager, All State Cellular, San Diego, California,
managed independent phone stores which sold cellular telephones
and telephone accessories.
1989-1994 Owner, Wholesale Cellular Distributorship, Gardinia, California.
A distributor of cellular telephones and telephone accessories.
1984-1988 General Manager, Taft Electric, Telephone Communications,
Ventura,
California. A store manager, which sold cellular telephones and
pagers.
1979-1983 General Sales Manager, AL Piano Datson, Westlake, California,
an automobile dealership, selling new and used automobiles.
1965-1978 Owner, Town and County Provisions, Meat Wholesaler, Long Island,
New York. Managed, owned and operated a purveyor of meat
products to retail outlets and restaurants.
1958-1965 Supervisor, Julian Freich, Wholesaler Meat, Long Island City, NY.
Meat Distributor, Mineola, Long Island, NY, where he managed
sales representatives who wholesaled meat products to retail
stores and restaurants.
1956-1957 Sales of Bread and Cake, Dugan Brothers, Flushing, NY, worked
as a sales representative for bakery.
1954-1955 U.S. Army, United States of America.
1952-1953 Intern, Gibbs & Cox, Manhattan, NY (Ship Builders)
30
Involvement in Certain Legal Proceedings
- ----------------------------------------
Our sole director, executive officer and control persons has not been
involved in any of the following events during the past five years and which
is material to an evaluation of the ability or the integrity of our director
or executive officer:
1. any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor
offences);
3. being subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; and
4. being found by a court of competent jurisdiction (in a civil action), the
SEC or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not
been reversed, suspended, or vacated.
Compensation
- ------------
We presently do not pay our officers/directors any salary or consulting fee.
We do not anticipate paying compensation to officers/directors until our
Company can generate a profit on a regular basis.
We do not have any employment agreements with our officers/directors. We do
not maintain key-man life insurance for any our executive officers/directors.
We do not have any long-term compensation plans or stock option plans.
EXECUTIVE COMPENSATION
- ----------------------
Summary Compensation
- --------------------
As a result of our the Company's current limited available cash, no officer
or director received compensation since October 31, 2007 (inception) of the
company through December 31, 2007. Reshoot & Edit has no intention of paying
any salaries at this time. Reshoot & Edit intends to pay salaries when cash
flow permits.
31
Stock Option Grants
- -------------------
We did not grant any stock options to the executive officers or directors
from inception through December 31, 2007.
Term of Office
- --------------
Our directors are appointed for a one-year term to hold office until the next
annual general meeting of our shareholders or until removed from office in
accordance with our bylaws. Our officers are appointed by our board of
directors and hold office until removed by the board.
Committees of the Board of Directors
- ------------------------------------
Currently, we do not have any committees of the Board of Directors.
Director and Executive Compensation
- -----------------------------------
We do not pay to our directors any compensation for serving as a director on
our board of directors. We do not pay to our director or officer any salary
or consulting fee.
Employment Agreements
- ---------------------
The Company currently does not have employment agreements with its executive
officer. The executive officer/director of the Company has agreed to take no
salary until the Company can generate enough revenues to support salaries on
a regular basis. The officer will not be compensated for services previously
provided. He will receive no accrued remuneration.
Equity Incentive Plan
- ---------------------
We have not adopted an equity incentive plan, and no stock options or similar
instruments have been granted to any of our officers or directors.
Audit Committee Financial Expert
- --------------------------------
We do not have an audit committee financial expert nor do we have an audit
committee established at this time.
32
Auditors; Code of Ethics; Financial Expert
- ------------------------------------------
Our principal independent accountant is Moore & Associates, Chartered. We do
not currently have a Code of Ethics applicable to our principal executive,
financial and accounting officer. We do not have an audit committee or
nominating committee. Mr. Ed DeStefano is the board's financial expert
member.
Potential Conflicts of Interest
- -------------------------------
We are not aware of any current or potential conflicts of interest with any
of our sole officer/director.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
----------------------------------------------
Our Articles and By-laws provide to the fullest extent permitted by law, our
directors or officers, former directors and officers, and persons who act at
our request as a director or officer of a body corporate of which we are a
shareholder or creditor shall be indemnified by us. We believe that the
indemnification provisions in our By-laws are necessary to attract and retain
qualified persons as directors and officers. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Act" or
"Securities Act") may be permitted to directors, officers or persons
controlling us pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The company's sole officer/director has contributed office space for our use
for all periods presented. There is no charge to us for the space.
Our officer/director can be considered a promoter of Reshoot Production
Company in consideration of his participation and managing of the business of
the company.
Mr. DeStefano, our sole officer/director will be the largest shareholder of
Reshoot Production Company. He is also the largest shareholder of Reshoot &
Edit. He will own approximately 81% of Reshoot Production Company common
stock and simultaneously owns approximately 81% of Reshoot & Edit's common
stock. This relationship could create, or appear to create, potential
conflicts of interest when Reshoot & Edit is faced with decisions that have
different implications for Reshoot Production Company and Reshoot & Edit,
such as potential business acquisitions to be made by Reshoot Production
Company or disputes arising out of any agreements between the two
companies. Reshoot Production Company does not have any formal procedure in
place for resolving such conflicts of interest which may arise in the
future.
33
Other than as set forth above, there are no transactions since our inception,
or proposed transactions, to which we were or are to be a party, in which any
of the following persons had or is to have a direct or indirect material
interest:
a) Any director or executive officer of the small business issuer;
b) Any majority security holder; and
c) Any member of the immediate family (including spouse, parents, children,
siblings, and in-laws) of any of the persons in the above.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The following table lists, the number of shares of Common Stock beneficially
owned by (i) each person or entity known to our Company to be the beneficial
owner of more than 5% of the outstanding common stock; (ii) each officer and
director of our Company; and (iii) all officers and directors as a group,
following the Distribution. Information relating to beneficial ownership of
common stock by our principal shareholders and management is based upon
information furnished by each person using "beneficial ownership" concepts
under the rules of the U. S. Securities and Exchange Commission. Under these
rules, a person is deemed to be a beneficial owner of a security if that
person has or shares voting power, which includes the power to vote or direct
the voting of the security, or investment power, which includes the power to
vote or direct the voting of the security. The person is also deemed to be a
beneficial owner of any security of which that person has a right to acquire
beneficial ownership within 60 days. Under the Securities and Exchange
Commission rules, more than one person may be deemed to be a beneficial owner
of the same securities, and a person may be deemed to be a beneficial owner
of securities as to which he or she may not have any pecuniary beneficial
interest. Except as noted below, each person has sole voting and investment
power.
34
The percentages below are calculated based on 9,200,000 shares of our common
stock to be issued and outstanding after the Distribution. We do not have
any outstanding options, warrants or other securities exercisable for or
convertible into shares of our common stock.
Amount
Title Name and Address of shares Percent
of of Beneficial held by of
Class Owner of Shares Position Owner Class(1)
- - ----------------------------------------------------------------------------
Common Ed DeStefano(2) President/Sec 6,800,000 80.9%
Director
-------------------------------------------
All Executive Officers, Directors
as a Group (1 person ) 6,800,000 80.9%
(1) The percentages listed in the Percent of Class column are based upon
9,200,000 issued and outstanding shares of Common Stock.
(2) Ed DeStefano, 14055 Tahiti Way, Unit 305, Marina del Rey, CA 90292.
We are not aware of any arrangements that may result in "changes in control"
as that term is defined by the provisions of Item 403(c) of Regulation S-B.
We believe that all persons named have full voting and investment power with
respect to the shares indicated, unless otherwise noted in the table. Under
the rules of the Securities and Exchange Commission, a person (or group of
persons) is deemed to be a "beneficial owner" of a security if he or she,
directly or indirectly, has or shares the power to vote or to direct the
voting of such security, or the power to dispose of or to direct the
disposition of such security. Accordingly, more than one person to be a
beneficial owner of the same security. A person is also deemed to be a
beneficial owner of any security, which that person has the right to acquire
within 60 days, such as options or warrants to purchase our common stock.
35
THE DISTRIBUTION
----------------
Introduction
- - ------------
In December 2007, Reshoot & Edit board of directors declared a distribution
payable to the holders of record of outstanding Reshoot & Edit common
stock at the close of business on [date], (the "Record Date"). The
Reshoot & Edit stock dividend was based on 9,200,000 shares of Reshoot
& Edit common stock that were issued and outstanding as of the record date.
Reshoot Production Company is a wholly-owned subsidiary of Reshoot & Edit.
As a result of the Distribution, 100% of the outstanding Reshoot Production
Company Common Stock will be distributed to Reshoot & Edit stockholders.
Immediately following the Distribution, Reshoot & Edit will not own any
shares of Reshoot Production Company Common Stock and Reshoot Production
Company will be an independent public company. The Reshoot Production
Company Common Stock will be distributed by stock certificates, issued by
Empire Stock Transfer, our stock transfer agent.
On December, 2007, Reshoot Production Company received by assignment all of
the interests in and rights and title to, and assumed all of the obligations
of, all of the agreements, contracts, understandings and other proprietary
information of the movie production operations of Reshoot & Edit, a Nevada
corporation.
Following the Distribution, Reshoot & Edit may seek to expand its operations
through additional acquisitions of businesses. Any potential acquired
additional businesses may be outside the current field of operations of
Reshoot & Edit. Reshoot & Edit may not be able to identify, successfully
integrate or profitably manage any such businesses or operations. Currently,
Reshoot & Edit has no plans, proposals or arrangements, either orally or in
writing, regarding any proposed acquisitions and is not considering any
potential acquisitions.
Reshoot Production Company principal executive offices are located at 14055
Tahiti Way, Unit 305, Marina del Rey, CA 90292, and its telephone number is
(310) 823-3656.
36
Reasons for the Distribution
- - ----------------------------
The board of directors and management of Reshoot & Edit believe that the
Distribution is in the best interests of Reshoot & Edit and its stockholders.
Our board of directors believes that spinning-off its wholly-owned
subsidiary, will accomplish a number of important objectives. The spin-off
will separate distinct companies with different financial, investment and
operating characteristics so that each can adopt business strategies and
objectives tailored to their respective markets. This will allow both
companies that have operations that are inconsistent with each other to
better prioritize the allocation of their management and their financial
resources for achievement of their corporate objectives. The spin off may
provide greater access to capital by allowing the financial community to
focus solely on each business entity as a stand alone company. In order to
avoid any potential conflict of interest, Reshoot & Edit and Reshoot
Production Company will have different management and different directors.
MANNER OF EFFECTING THE DISTRIBUTION
------------------------------------
The Distribution will be made on the basis of one share of Reshoot Production
Company Common Stock for one share of Reshoot & Edit common stock outstanding
on the Record Date. This includes a total of 9,200,000 common shares.
At the time of the Distribution, the shares of Reshoot Production Company
Common Stock to be distributed will constitute 100% of the outstanding
Reshoot Production Company. Immediately following the Distribution, Reshoot
& Edit will not own any Reshoot Production Company Common Stock and Reshoot &
Edit will be an independent public company.
The shares of Reshoot Production Company Common Stock being distributed in
the Distribution will be fully paid and non-assessable and the holders
thereof will not be entitled to preemptive rights. See "Description of
Securities" beginning on page 46.
Reshoot & Edit and Reshoot Production Company will notify Empire stock
transfer agent, their mutual stock transfer company to issue the common
shares to the Reshoot Production Company shareholders upon effectiveness of
the Reshoot Production Company registration statement. Following the
Distribution, each record holder of Reshoot & Edit stock on the Record Date
will receive from the Transfer Agent a share certificate of Reshoot
Production Company Common Stock in the stockholder's name based on the same
number of Reshoot & Edit shares owned.
37
If you are not a record holder of Reshoot & Edit stock because your shares
are held on your behalf by your stockbroker or other nominee, your shares of
Reshoot & Edit Common Stock should be credited to your account with your
stockbroker or nominee following the effectiveness of Reshoot Production
Company's registration statement.
No Reshoot & Edit stockholder will not be required to pay any cash or other
consideration for the shares of Reshoot Production Company Common Stock
received in the Distribution, or to surrender or exchange Reshoot & Edit
shares in order to receive shares of Reshoot Production Company Common Stock.
The Distribution will not affect the number of, or the rights attaching to,
outstanding Reshoot & Edit shares. No vote of Reshoot & Edit stockholders is
required or sought in connection with the Distribution, and Reshoot & Edit
stockholders will have no appraisal rights in connection with the
Distribution.
In order to receive shares of Reshoot Production Company Common Stock in the
Distribution, Reshoot & Edit stockholders must be stockholders at the close
of business on [date], the Record Date. The Distribution will take effect
subject to a Notice of Effectiveness for this Registration Statement.
Results of the Distribution
- ---------------------------
After the Distribution, Reshoot Production Company will be a separate
company. Based on the original 9,200,000 common shares of Reshoot & Edit
shares outstanding, Reshoot Production Company expects to have approximately
41 holders of record of Reshoot Production Company Common Stock, and
9,200,000 common shares of Reshoot & Edit Common Stock outstanding,
immediately after the Distribution. The Distribution will not affect the
number of outstanding Reshoot & Edit shares or any rights of Reshoot & Edit
stockholders.
Reshoot Production Company Common Stock
- ---------------------------------------
Neither Reshoot & Edit nor Reshoot Production Company makes any
recommendations on the purchase, retention or sale of shares of Reshoot &
Edit common stock or shares of Reshoot Production Company Common Stock. You
should consult with your own financial advisors, such as your stockbroker,
bank or tax advisor.
If you do decide to purchase or sell any Reshoot & Edit or Reshoot Production
Company shares, you should make sure your stockbroker, bank or other nominee
understands whether you want to purchase or sell Reshoot & Edit common stock
or Reshoot Production Company Common Stock, or both. The following
information may be helpful in discussions with your stockbroker, bank or
other nominee.
38
There is not currently a public market for the Reshoot Production Company
Common Stock. We intend to apply for admission to quotation of our
securities on the NASD OTC Bulletin Board after this prospectus is declared
effective by the SEC. The shares of Reshoot Production Company Common Stock
distributed to Reshoot & Edit stockholders will be freely transferable,
except for (1) shares of Reshoot Production Company Common Stock received by
persons who may be deemed to be affiliates of Reshoot & Edit under the
Securities Act of 1933, as amended (the "Securities Act"), and (2) shares of
Reshoot Production Company Common Stock received by persons who hold
restricted shares of Reshoot & Edit common stock. Persons who may be deemed
to be affiliates of Reshoot & Edit after the Distribution generally include
individuals or entities that control, are controlled by, or are under common
control with Reshoot Production Company and may include certain directors,
officers and significant stockholders of Reshoot Production Company. Persons
who are affiliates of Reshoot Production Company will be permitted to sell
their shares of Reshoot Production Company Common Stock only pursuant to an
effective registration statement under the Securities Act or an exemption
from the registration requirements of the Securities Act, such as the
exemptions afforded by Section 4(1) of the Securities Act and the provisions
of Rule 144 thereunder.
Following the Distribution, Reshoot & Edit expects that its common stock
will continue to be listed and traded on the Over-the-Counter Bulletin Board
under the symbol "RSOO." Even though Reshoot & Edit is currently a publicly
held company, there can be no assurance as to whether an active trading
market for Reshoot & Edit common stock will develop after the Distribution.
Reshoot Production Company stockholders may sell their Reshoot Production
Company common stock following the Distribution. Whether an active trading
market for Reshoot Production Company common stock will be maintained after
the Distribution and the prices for Reshoot Production Company common stock
will be determined in the marketplace and may be influenced by many factors,
including the depth and liquidity of the market for the shares, Reshoot
Production Company's results of operations, what investors think of Reshoot
Production Company and its industries, changes in economic conditions in its
industries and general economic and market conditions.
In addition, the stock market often experiences significant price
fluctuations that are unrelated to the operating performance of the specific
companies whose stock is traded. Market fluctuations could have a material
adverse impact on the trading price of the Reshoot & Edit Common Stock and/or
Reshoot Production Company's common stock.
39
Admission to Quotation on the OTC Bulletin Board
- ------------------------------------------------
We intend to have our common stock be quoted on the OTC Bulletin Board. If
our securities are not quoted on the OTC Bulletin Board, a security holder
may find it more difficult to dispose of, or to obtain accurate quotations as
to the market value of our securities. The OTC Bulletin Board differs from
national and regional stock exchanges in that it (1) is not situated in a
single location but operates through communication of bids, offers and
confirmations between broker-dealers, and (2) securities admitted to
quotation are offered by one or more Broker-dealers rather than the
"specialist" common to stock exchanges.
To qualify for quotation on the OTC Bulletin Board, an equity security must
have one registered broker-dealer, known as the market maker, willing to list
bid or sale quotations and to sponsor the company listing. If it meets the
qualifications for trading securities on the OTC Bulletin Board our
securities will trade on the OTC Bulletin Board. We may not now or ever be
qualified for quotation on the OTC Bulletin Board. We have not begun the
application process for listing on the OTC Bulletin Board. We do not expect
to begin the application process until we receive a notice of effectiveness
for this Registration Statement and the shares have been distributed to our
shareholders.
To qualify for quotation on the OTC Bulletin Board, an equity security must
have one registered broker-dealer, known as the market maker, willing to list
bid or sale quotations and to sponsor the company listing. If it meets the
qualifications for trading securities on the OTC Bulletin Board our
securities will trade on the OTC Bulletin Board. We may not now or ever
qualified for quotation on the OTC Bulletin Board. We currently have no
market maker who is willing to list quotations for our securities.
Shareholder Distribution
The shareholders may sell some or all of their common stock in one or more
transactions, including block transactions:
1. On such public markets as the common stock may from time to time be
trading;
2. In privately negotiated transactions;
3. Through the writing of options on the common stock;
4. In short sales; or
5. In any combination of these methods of distribution.
There is currently no market for any of our shares, and we cannot give any
assurance that our shares will have any market value. The shareholders may
sell their shares of our common stock at a fixed price of $0.02 per share until
shares of our common stock are quoted on the OTC Bulletin Board, and thereafter
at prevailing market prices or privately negotiated prices. There can be no
assurance that we will be able to obtain an OTCBB listing. We will not receive
any proceeds from the resale of common shares by the security holders.
40
If our common stock becomes traded on the Over-the-Counter Bulletin Board
electronic quotation service, then the sales price to the public will vary
according to the selling decisions of each shareholder and the market for
our stock at the time of resale. In these circumstances, the sales price
to the public may be:
1. The market price of our common stock prevailing at the time of sale;
2. A price related to such prevailing market price of our common stock; or
3. Such other price as the shareholders determine from time to time.
We can provide no assurance that all or any of the common stock offered will
be sold by the shareholders.
We are bearing all costs relating to the registration of the common stock.
The shareholders, however, will pay any commissions or other fees
payable to brokers or dealers in connection with any sale of the common
stock.
The shareholders must comply with the requirements of the Securities Act and
the Exchange Act in the offer and sale of the common stock. The shareholders
and any broker-dealers who execute sales for the shareholders may be deemed to
be an "underwriter" within the meaning of the Securities Act in connection with
such sales. In particular, during such times as the shareholders may
be deemed to be engaged in a distribution of the common stock, and therefore
be considered to be an underwriter, they must comply with applicable law and
may, among other things:
1. Not engage in any stabilization activities in connection with our common
stock;
2. Furnish each broker or dealer through which common stock may be offered,
such copies of this prospectus, as amended from time to time, as may be
required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under
the Exchange Act.
We and the security holders will be subject to applicable provisions
of the Exchange Act and the rules and regulations under it, including,
without limitation, Rule 10b-5 and, insofar as a stockholder is a
distribution participant and we, under certain circumstances, may be a
distribution participant, under Regulation M. All of the foregoing may affect
the marketability of the common stock.
Any shares of common stock covered by this prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act, as amended, may be sold under
Rule 144 rather than pursuant to this prospectus.
41
Penny Stock Regulations
You should note that our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines "penny stock" to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and "accredited investors". The term
"accredited investor" refers generally to institutions with assets in excess
of $5,000,000 or individuals with a net worth in excess of $1,000,000 or
annual income exceeding $200,000 or $300,000 jointly with their spouse. The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document in a form prepared by the SEC which provides information
about penny stocks and the nature and level of risks in the penny stock
market. The broker-dealer also must provide the customer with current bid and
offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction and monthly account statements showing
the market value of each penny stock held in the customer's account. The bid
and offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before
or with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive
the purchaser's written agreement to the transaction. These disclosure
requirements may have the effect of reducing the level of trading activity in
the secondary market for the stock that is subject to these penny stock
rules. Consequently, these penny stock rules may affect the ability of
broker-dealers to trade our securities. We believe that the penny stock rules
discourage investor interest in and limit the marketability of our common
stock.
Blue Sky Restrictions on Resale
If a security holder wants to sell shares of our common stock under
this registration statement in the United States, the security
holders will also need to comply with state securities laws, also known as
"Blue Sky laws," with regard to secondary sales. All states offer a variety
of exemption from registration for secondary sales. Many states, for
example, have an exemption for secondary trading of securities registered
under Section 12(g) of the Securities Exchange Act of 1934 or for securities
of issuers that publish continuous disclosure of financial and non-financial
information in a recognized securities manual, such as Standard & Poor's.
The broker for a security holder will be able to advise a security holder
which states our common stock is exempt from registration with that state for
secondary sales. Any person who purchases shares of our common stock from a
security holder under this registration statement who then wants to sell such
shares will also have to comply with Blue Sky
laws regarding secondary sales.
42
When the registration statement becomes effective, and a security
holder indicates in which state(s) he desires to sell his shares, we will be
able to identify whether it will need to register or it will rely on an
exemption.
FEDERAL INCOME TAX CONSIDERATIONS
---------------------------------
General
- -------
The following discusses U.S. federal income tax consequences of the spin-off
transactions to Reshoot & Edit stockholders who hold Reshoot & Edit common
stock as a capital asset. The discussion which follows is based on the
Internal Revenue Code, Treasury Regulations issued under the Internal Revenue
Code, and judicial and administrative interpretations of the Code, all as in
effect as of the date of this Prospectus, all of which are subject to change
at any time, possibly with retroactive effect. This summary is not intended
as a complete description of all tax consequences of the spin-off, and in
particular may not address U.S. federal income tax considerations applicable
to Reshoot & Edit stockholders who are subject to special treatment under
U.S. federal income tax law. Stockholders subject to special treatment
include, for example:
o foreign persons (for income tax purposes, a non-U.S. person is a person who
is not a citizen or a resident of the United States, or an alien individual
who is a lawful permanent resident of the United States, or meets the
substantial presence residency test under the federal income tax laws, or
a corporation, partnership or other entity that is not organized in or under
the laws of the United States or any state thereof or the District of
Columbia);
o financial institutions;
o dealers in securities;
o traders in securities who elect to apply a market-to-market method of
accounting;
o insurance companies;
o tax-exempt entities;
o holders who acquire their shares pursuant to the exercise of employee
stock options or other compensatory rights, and;
o holders who hold Reshoot & Edit common stock as part of a hedge, straddle,
conversion or constructive sale.
Further, no information is provided in this Prospectus with respect to the
tax consequences of the spin-off under applicable foreign or state or local
laws. Reshoot & Edit stockholders are urged to consult with their tax
advisors regarding the tax consequences of the spin-off to them, as
applicable, including the effects of U.S. federal, state, local, foreign and
other tax laws.
43
Based upon the assumption that the spin-off fails to qualify as a tax-free
distribution under Section 355 of the Code, then each Reshoot & Edit
stockholder receiving our shares of common stock in the spin-off generally
would be treated as if such stockholder received a taxable distribution in an
amount equal to the fair market value of our common stock when received. This
would result in:
o a dividend to the extent paid out of Reshoot & Edit' current and
accumulated earnings and profits at the end of the year in which the spin-
off occurs; then
o a reduction in your basis in Reshoot & Edit common stock to the extent that
the fair market value of our common stock received in the spin-off exceeds
your share of the dividend portion of the distribution;
o referenced above; and then
o gain from the sale or exchange of Reshoot & Edit common stock to the extent
the amount received exceeds the sum of the portion taxed as a dividend and
the portion treated as a reduction in basis;
o each shareholder's basis in our common stock will be equal to the fair
market value of such stock at the time of the spin-off. If a public trading
market for our common stock develops, we believe that the fair market value
of the shares will be equal to the public trading price of the shares on
the distribution date. However, if a public trading market for our shares
does not exist on the distribution date, other criteria will be used to
determine fair market value, including such factors as recent transactions
in our shares, our net book value and other recognized criteria of value.
Following completion of the distribution, information with respect to the
allocation of tax basis among Reshoot & Edit and our common stock will be
made available to the holders of Reshoot & Edit common stock.
Back-up Withholding Requirements
- --------------------------------
U.S. information reporting requirements and back-up withholding may apply
with respect to dividends paid on and the proceeds from the taxable sale,
exchange or other disposition of our common stock unless the stockholder:
o is a corporation or comes within certain other exempt categories and, when
required, demonstrates these facts; or
o provides a correct taxpayer identification number, certifies that there
has been no loss of exemption from back-up withholding and otherwise
complies with applicable requirements of the back-up withholding rules
44
A stockholder who does not supply Reshoot & Edit with his, her or its correct
taxpayer identification number may be subject to penalties imposed by the
I.R.S. Any amount withheld under these rules will be creditable against the
stockholder's federal income tax liability. Stockholders should consult their
tax advisors as to their qualification for exemption from back-up withholding
and the procedure for obtaining such exemption. If information reporting
requirements apply to the stockholder, the amount of dividends paid with
respect to the stockholder's shares will be reported annually to the I.R.S.
and to the stockholder.
FEDERAL SECURITIES LAWS CONSEQUENCES
------------------------------------
Of the 9,200,000 shares of Reshoot Production Company common stock
distributed to Reshoot & Edit stockholders in the spin-off, following the
effectiveness of this registration statement, all 9,200,000 shares will be
freely transferable under the Act, except for those securities received by
persons who may be deemed to be affiliates of Reshoot & Edit under Securities
Act rules. Persons who may be deemed to be affiliates after the spin-off
generally include individuals or entities that control, are controlled by or
are under common control with Reshoot Production Company, such as our directors
and executive officers. Approximately 6,800,000 shares of our common stock
will be held by affiliates after completion of the spin-off.
Persons who are affiliates of Reshoot Production Company generally will be
permitted to sell their shares of Reshoot Production Company common stock
received in the spin-off only pursuant to Rule 144 under the Securities Act.
However, because the shares received in the spin-off are not restricted
securities, the holding period requirement of Rule 144 will not apply. As a
result, Reshoot Production Company common stock received by Reshoot
Production Company affiliates pursuant to the spin-off may be sold if certain
provisions of Rule 144 under the Securities Act are complied with (e.g., the
amount sold within a three-month period does not exceed the greater of one
percent of the outstanding Reshoot Production Company common stock or the
average weekly trading volume for Reshoot Production Company common stock
during the preceding four-week period, and the securities are sold in
"broker's transactions" and in compliance with certain notice provisions
under Rule 144).
DESCRIPTION OF SECURITIES
-------------------------
General
- -------
Our authorized common stock consists of 70,000,000 shares of common stock,
with a par value of $0.001 per share. Upon Distribution, there will be
9,200,000 common shares outstanding which were held by approximately forty-
one (41) stockholders of record. There are 5,000,000 preferred shares
authorized and none issued.
45
Common Stock
- ------------
Our common stock is entitled to one vote per share on all matters submitted to
a vote of the stockholders, including the election of directors. Except as
otherwise required by law, the holders of our common stock will possess all
voting power. Generally, all matters to be voted on by stockholders must be
approved by a majority (or, in the case of election of directors, by a
plurality) of the votes entitled to be cast by all shares of our common stock
that are present in person or represented by proxy. Holders of our common
stock representing fifty-one percent (51%) of our capital stock issued,
outstanding and entitled to vote, represented in person or by proxy, are
necessary to constitute a quorum at any meeting of our stockholders. A vote
by the holders of a majority of our outstanding shares is required to
effectuate certain fundamental corporate changes such as liquidation, merger
or an amendment to our Articles of Incorporation. Our By-laws do not provide
for cumulative voting in the election of directors.
Holders of our common stock have no pre-emptive rights, no conversion rights
and there are no redemption provisions applicable to our common stock.
Share Purchase Warrants
- -----------------------
We have not issued and do not have outstanding any warrants to purchase
shares of our common stock.
Options
- -------
We have not issued and do not have outstanding any options to purchase shares
of our common stock.
Convertible Securities
- ----------------------
We have not issued and do not have outstanding any securities convertible
into shares of our common stock or any rights convertible or exchangeable
into shares of our common stock.
46
Nevada Anti-Takeover laws
- -------------------------
Nevada revised statutes sections 78.378 to 78.3793 provide state regulation
over the acquisition of a controlling interest in certain Nevada corporations
unless the articles of incorporation or bylaws of the corporation provide that
the provisions of these sections do not apply. Our articles of incorporation
and bylaws do not state that these provisions do not apply. The statute
creates a number of restrictions on the ability of a person or entity to
acquire control of a Nevada company by setting down certain rules of conduct
and voting restrictions in any acquisition attempt, among other things. The
statute is limited to corporations that are organized in the state of Nevada
and that have 200 or more stockholders, at least 100 of whom are stockholders
of record and residents of the State of Nevada; and does business in the State
of Nevada directly or through an affiliated corporation. Because of these
conditions, the statute does not apply to our company.
Expenses of Issuance and Distribution
- -------------------------------------
We have agreed to pay all expenses incident to the distribution to the
public of the shares being registered other than any commissions and
discounts of underwriters, dealers or agents and any transfer taxes, which
shall be borne by the security holders. The expenses which we are paying are
set forth in the following table.
Nature of Expenses:
Amount
------
Securities and Exchange Commission registration fee $ 6
Legal fees and miscellaneous expenses* $1,000
Audit Fees $1,500
Printing* $ 294
------
Total $2,800
======
*Estimated Expenses.
47
DIVIDEND POLICY
---------------
We have not declared or paid dividends on our Common Stock since our
formation, and we do not anticipate paying dividends in the foreseeable
future. Declaration or payment of dividends, if any, in the future, will be
at the discretion of our Board of Directors and will depend on our then
current financial condition, results of operations, capital requirements and
other factors deemed relevant by the board of directors. There are no
contractual restrictions on our ability to declare or pay dividends.
TRANSFER AGENT
--------------
We are currently utilizing the services of Empire Stock Transfer, Inc.,
2470 St. Rose Pkwy, Suite 304, Henderson, NV 89074, Telephone: 702-818-5898.
Empire serves in the capacity as our transfer agent to have us track and
facilitate the transfer of our stock.
LEGAL MATTERS
-------------
Law Offices of Thomas C. Cook has opined on the validity of the shares of
common stock being offered hereby.
EXPERTS
-------
The financial statements included in this prospectus and in the registration
statement have been audited by Moore & Associates, Chartered, an independent
registered public accounting firm, to the extent and for the period set forth
in their report appearing elsewhere herein and in the registration statement,
and are included in reliance upon such report given upon the authority of
said firm as experts in auditing and accounting.
Interest of Named Experts and Counsel
- -------------------------------------
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of
the securities being registered or upon other legal matters in connection
with the registration or distribution of the common stock was employed on a
contingency basis or had, or is to receive, in connection with the
distribution, a substantial interest, directly or indirectly, in the
registrant or any of its parents or subsidiaries. Nor was any such person
connected with the registrant or any of its parents, subsidiaries as a
promoter, managing or principal underwriter, voting trustee, director,
officer or employee.
48
Our officers/directors can be considered promoters of Reshoot Production
Company in consideration of her participation and managing of the business of
the company since its incorporation.
WHERE YOU CAN FIND MORE INFORMATION
-----------------------------------
We have filed a registration statement on Form SB-2 under the Securities Act
with the SEC for the securities offered hereby. This prospectus, which
constitutes a part of the registration statement, does not contain all of the
information set forth in the registration statement or the exhibits and
schedules which are part of the registration statement. For additional
information about us and our securities, we refer you to the registration
statement and the accompanying exhibits and schedules. Statements contained
in this prospectus regarding the contents of any contract or any other
documents to which we refer are not necessarily complete. In each instance,
reference is made to the copy of the contract or document filed as an exhibit
to the registration statement, and each statement is qualified in all
respects by that reference. Copies of the registration statement and the
accompanying exhibits and schedules may be inspected without charge (and
copies may be obtained at prescribed rates) at the public reference facility
of the SEC at Room 1024, 100 F Street, N.E. Washington, D.C. 20549.
You can request copies of these documents upon payment of a duplicating fee
by writing to the SEC. You may call the SEC at 1-800-SEC-0330 for further
information on the operation of its public reference rooms. Our filings,
including the registration statement, will also be available to you on the
Internet web site maintained by the SEC at http://www.sec.gov.
49
FINANCIAL STATEMENTS
--------------------
Reshoot Production Company
FINANCIAL STATEMENTS
December 31, 2007
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Financial Statement
-------------------
PAGE
----
Independent Auditors' Report F-1
Balance Sheet F-2
Statements of Operations F-3
Statements of Changes in Stockholders' Equity F-4
Statements of Cash Flows F-5
Notes to Financials F-6
50
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
------------------------
PCAOB REGISTERED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
To the Board of Directors
Reshoot Production Company
(A Development Stage Company)
We have audited the accompanying balance sheet of Reshoot Production Company
(A Development Stage Company) as of December 31, 2007, and the related
statements of operations, stockholders' equity and cash flows through
December 31, 2007, and Inception on October 31, 2007 through December 31,
2007. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Reshoot Production Company
(A Development Stage Company) as of December 31, 2007 and the results of its
operations and its cash flows through December 31, 2007, and Inception on
October 31, 2007 through December 31, 2007, in conformity with accounting
principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has not commenced its planned principal
operations and it has not generated any revenues as of December 31, 2007,
which raises substantial doubt about its ability to continue as a going
concern. Management's plans concerning these matters are also described in
Note 3. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Moore & Associates, Chartered
- ---------------------------------
Moore & Associates Chartered
Las Vegas, Nevada
January 2, 2008
2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
(702) 253-7499 Fax (702) 253-7501
F-1
Reshoot Production Company
(A Development Stage Company)
Balance Sheet
December 31, 2007
Balance Sheet
December 31,
2007
-------------
Assets
Current assets:
Cash and equivalents $ -
-------------
Total current assets -
$ -
=============
Liabilities and Stockholders' Equity
Stockholders' equity:
Preferred stock, $0.001 par value, 5,000,000
Shares authorized, none issued -
Common stock, $0.001 par value, 70,000,000
shares authorized, none issued and outstanding
as of 12/31/07 -
Additional paid-in capital 5,400
(Deficit) accumulated during development
stage (5,400)
-------------
-
-------------
$ -
=============
The accompanying notes are an integral part of these financial statements.
F-2
Reshoot Production Company
(A Development Stage Company)
Statement of Operations
For the Period from October 31, 2007 (Inception) to December 31, 2007
Statement of Operations
October 31, 2007
(inception) to
December 31,
2007
----------------
Revenue $ -
----------------
Expenses:
Organizational Costs 400
General and Administrative Costs 5,000
----------------
Total expenses 5,400
----------------
Net (loss) $ (5,400)
================
Weighted average number of
common shares outstanding 0
================
Net (loss) per share $ (0.00)
================
The accompanying notes are an integral part of these financial statements.
F-3
Reshoot Production Company
(A Development Stage Company)
Statements of Changes in Stockholders' Equity
For the Period from October 31, 2007 (Inception) to December 31, 2007
Statements of Changes in Stockholders' Equity
(Deficit)
Accumulated
Common Stock Additional During Total
------------------ Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
---------- ------- -------- ---------- --------------
October 2007
Donated Capital - - 400 400
December 2007
Donated Capital 5,000 5,000
Net loss as of 12/31/07 (5,400) (5,400)
---------- ------- -------- ---------- --------------
Balance,
December 31, 2007 0 $ 0 $ 5,400 $ (5,400) $ 0
========== ======= ======== ========== ==============
The accompanying notes are an integral part of these financial statements.
F-4
Reshoot Production Company
(A Development Stage Company)
Statement of Cash Flow
For the Period from October 31, 2007 (Inception) to December 31, 2007
Statement of Cash Flow
October 31, 2007
(inception) to
December 31,
2007
----------------
Cash flows from operating activities:
Net (loss) $ (5,400)
----------------
Net cash (used) by operating activities (5,400)
----------------
Cash flows from financing activities:
Additional paid-in capital 5,400
----------------
Net cash provided by financing activities 5,400
----------------
Net increase (decrease) in cash -
Cash - beginning -
----------------
Cash - ending $ -
================
Supplemental disclosures:
Interest paid $ -
================
Income taxes paid $ -
================
The accompanying notes are an integral part of these financial statements.
F-5
Reshoot Production Company
(A Development Stage Company)
Notes to Financial Statements
NOTE 1. General Organization and Business
The Company was organized October 31, 2007 (Date of Inception) under the laws
of the State of Nevada, as Reshoot Production Company. The Company was
incorporated as a subsidiary of Reshoot & Edit, a Nevada corporation.
Reshoot & Edit was incorporated August 23, 2006, and, at the time of spin off
was listed on the Over the Counter Bulletin Board.
The directors of Reshoot & Edit approved a spin off its subsidiary in the form
of a stock dividend. The record shareholders of Reshoot & Edit will received
one (1) common share, par value $0.001, of Reshoot Production Company common
stock for every share of Reshoot & Edit common stock owned, upon obtaining a
notice of effectiveness from filing a Registration Statement with the U.S.
Securities and Exchange Commission. The Reshoot Production Company stock
dividend will be based on 9,200,000 shares of Reshoot & Edit common stock that
are issued and outstanding as of the record date. Since Reshoot Production
Company business is related to film production and Reshoot & Edit's business
was related to sourcing movie scripts, the Reshoot & Edit directors decided it
was in the best interest of Reshoot & Edit and Reshoot Production Company's
shareholders to spin off Reshoot Production Company to minimize any potential
of conflict of interest, in accessing funding.
This spin off was valued at par value since the company holds no assets, is
uncertain as to future benefit, the stock is not trading, and the company has
not even received a stock symbol.
Reshoot & Edit retained no ownership in Reshoot Production Company following
the spin off. Reshoot Production Company is no longer a subsidiary of Reshoot
& Edit.
The Company is a development stage enterprise in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by
Development Stage Enterprises". The Company plans to develop and market
medical devices.
NOTE 2. Summary of Significant Accounting Practices
The Company has no cash assets and no current liabilities as of
December 31, 2007. The relevant accounting policies are listed below.
Basis of Accounting
- -------------------
The basis is United States generally accepted accounting principles.
F-6
Reshoot Production Company
(A Development Stage Company)
Notes to Financial Statements
NOTE 2. Summary of Significant Accounting Practices (Continued)
Earnings per Share
- ------------------
The basic earnings (loss) per share is calculated by dividing the Company's
net income (loss) available to common shareholders by the weighted average
number of common shares during the year. The diluted earnings (loss) per
share is calculated by dividing the Company's net income (loss) available to
common shareholders by the diluted weighted average number of shares
outstanding during the year. The diluted weighted average number of shares
outstanding is the basic weighted number of shares adjusted as of the first
of the year for any potentially dilutive debt or equity.
The Company has not issued any options or warrants or similar securities
since inception.
Revenue recognition
- -------------------
The Company recognizes revenue on an accrual basis as it invoices for services.
Dividends
- ---------
The Company has not yet adopted any policy regarding payment of dividends.
No Dividends have been paid during the period shown.
Income Taxes
- ------------
The provision for income taxes is the total of the current taxes payable and
the net of the change in the deferred income taxes. Provision is made for
the deferred income taxes where differences exist between the period in which
transactions affect current taxable income and the period in which they enter
into the determination of net income in the financial statements.
Year-end
- --------
The Company has selected December 31 as its year-end.
Advertising
- -----------
Advertising is expensed when incurred. There has been no advertising
during the period.
F-7
Reshoot Production Company
(A Development Stage Company)
Notes to Financial Statements
NOTE 2. Summary of Significant Accounting Practices (Continued)
Use of Estimates
- - ----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of revenue and expenses during the reporting period. Actual results could
differ from those estimates.
NOTE 3 - Going concern
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has not commenced its planned principal
operations and it has not generated any revenues. In order to obtain the
necessary capital, the Company is seeking equity and/or debt financing.
There are no assurances that the Company will be successful, without
sufficient financing it would be unlikely for the Company to continue as
a going concern.
NOTE 4 - Stockholders' equity
The Company is authorized to issue 70,000,000 shares of its $0.001 par value
common stock and 5,000,000 shares of its $0.001 par value preferred stock.
There have been no issuances of common or preferred stock.
F-8
Reshoot Production Company
(A Development Stage Company)
Notes to Financial Statements
NOTE 5. Related Party Transactions
The Company does not lease or rent any property. Office services are
provided without charge by a director. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the
resolution of such conflicts.
NOTE 6. Provision for Income Taxes
The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109"), which
requires use of the liability method. SFAS No. 109 provides that deferred
tax assets and liabilities are recorded based on the differences between the
tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes, referred to as temporary differences. Deferred tax
assets and liabilities at the end of each period are determined using the
currently enacted tax rates applied to taxable income in the periods in which
the deferred tax assets and liabilities are expected to be settled or
realized.
The provision for income taxes differs from the amount computed by applying
the statutory federal income tax rate to income before provision for income
taxes. The sources and tax effects of the differences are as follows:
U.S federal statutory rate (34.0%)
Valuation reserve 34.0%
------
Total -%
NOTE 7. Operating Leases and Other Commitments
The Company has no lease or other obligations.
F-9
Reshoot Production Company
(A Development Stage Company)
Notes to Financial Statements
NOTE 8. Recent Pronouncements
In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment
of ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB No. 43,
Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts
of idle facility expense, freight, handing costs, and spoilage. This
statement requires that those items be recognized as current period charges
regardless of whether they meet the criterion of "so abnormal" which was the
criterion specified in ARB No. 43. In addition, this Statement requires that
allocation of fixed production overheads to the cost of production be based
on normal capacity of the production facilities. This pronouncement is
effective for the Company beginning October 1, 2005. The Company does not
believe adopting this new standard will have a significant impact to its
financial statements.
In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based
Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based
Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for
Stock Issued to Employees and amends SFAS No. 95, Statement of Cash Flows.
Generally, the approach in SFAS No. 123(R) is similar to the approach
described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based
payments to employees, including grants of employee stock options, to be
recognized in the income statement based on their fair values. Pro forma
disclosure is no longer an alternative. The new standard will be effective
for the Company in the first interim or annual reporting period beginning
after December 15, 2005. The Company expects the adoption of this standard
will have a material impact on its financial statements assuming employee
stock options are granted in the future.
NOTE 9. Recent Event
In December 2007, the Company entered into an option agreement with Braverman
Productions, Inc. The Company paid $5,000 for this option agreement which is
set to expire on November 30, 2008. This agreement gives Reshoot Production
Company the rights to purchase the motion picture ("Motion Picture" meaning
theatrical motion picture and or television) and ancillary rights in an
unpublished script entitled, "Masquerade." The funds used were provided by
an officer of the Company as donated capital.
F-10
INFORMATION NOT REQUIRED IN PROSPECTUS
--------------------------------------
Indemnification Of Directors, Officers, Employees And Agents
- ------------------------------------------------------------
Our officers and directors are indemnified as provided by the Nevada Revised
Statutes and our bylaws. Under the Nevada Revised Statutes, director
immunity from liability to a company or its shareholders for monetary
liabilities applies automatically unless it is specifically limited by a
company's Articles of Incorporation. Our Articles of Incorporation do not
specifically limit our directors' immunity. Excepted from that immunity are:
(a) a willful failure to deal fairly with the company or its stockholders in
connection with a matter in which the director has a material conflict of
interest; (b) a violation of criminal law, unless the director had reasonable
cause to believe that his or her conduct was lawful or no reasonable cause to
believe that his or her conduct was unlawful; (c) a transaction from which
the director derived an improper personal profit; and (d) willful misconduct.
Our Articles and bylaws provide that we will indemnify our directors and
officers to the fullest extent not prohibited by Nevada law; provided,
however, that we may modify the extent of such indemnification by individual
contracts with our directors and officers; and, provided, further, that we
shall not be required to indemnify any director or officer in connection with
any proceeding, or part thereof, initiated by such person unless such
indemnification: (a) is expressly required to be made by law, (b) the
proceeding was authorized by our board of directors, (c) is provided by us,
in our sole discretion, pursuant to the powers vested in us under Nevada law
or (d) is required to be made pursuant to the bylaws.
Our Articles and bylaws also provide that we may indemnify a director or former
director of subsidiary corporation and we may indemnify our officers, employees
or agents, or the officers, employees or agents of a subsidiary corporation and
the heirs and personal representatives of any such person, against all expenses
incurred by the person relating to a judgment, criminal charge, administrative
action or other proceeding to which he or she is a party by reason of being or
having been one of our directors, officers or employees.
Our directors cause us to purchase and maintain insurance for the benefit of a
person who is or was serving as our director, officer, employee or agent, or as
a director, officer, employee or agent or our subsidiaries, and his or her
heirs or personal representatives against a liability incurred by him as a
director, officer, employee or agent.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and control persons pursuant to the
foregoing provisions or otherwise, we have been advised that, in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy, and is, therefore, unenforceable.
II-1
Other Expenses Of Issuance And Distribution
- -------------------------------------------
The following table sets forth the expenses in connection with the issuance and
distribution of the securities being registered hereby. All such expenses will
be borne by the registrant; none shall be borne by any stockholders.
Expenses:
Amount
------
Securities and Exchange Commission registration fee $ 6
Legal fees and miscellaneous expenses* $1,000
Audit Fees $1,500
Printing* $ 294
------
Total $2,800
======
*Estimated expenses
Recent Sales of Unregistered Securities
- ---------------------------------------
Reshoot Production Company is a wholly-owned subsidiary of Reshoot & Edit
Reshoot & Edit plans to spin-off Reshoot Production Company There have been
no shares issued to the shareholders of Reshoot Production Company. Shares
will be issued to Reshoot Production Company subject to a Notice of
Effectiveness of this Registration Statement.
II-2
Exhibits
--------
(a) Exhibits:
The following exhibits are filed as part of this registration statement:
- ---------------------------------------------------------------------------
EXHIBITS
SEC REFERENCE TITLE OF DOCUMENT LOCATION
NUMBER
- ---------------------------------------------------------------------------
3.1 Articles of Incorporation* Previously filed
- ---------------------------------------------------------------------------
3.2 Bylaws of the Registrant* Previously filed
- ---------------------------------------------------------------------------
5.1 Opinion of Thomas C. Cook, Esq.* Previously filed
regarding the legality of the
securities being registered
- ---------------------------------------------------------------------------
10.1 Short Form Option Purchase* Previously filed
Agreement between Reshoot
Production Company and
Braverman Productions,
dated December 21, 2007
- ---------------------------------------------------------------------------
23.1 Consent of Moore & Associates,* Previously filed
Chartered
- ---------------------------------------------------------------------------
23.2 Consent of Thomas C. Cook, Esq.* Previously filed
(included in Exhibit 5.1).
- ---------------------------------------------------------------------------
23.3 Consent of Moore & Associates,** Previously filed
Chartered
- ---------------------------------------------------------------------------
23.4 Consent of Moore & Associates, This filing
Chartered
- ---------------------------------------------------------------------------
24.1 Power of Attorney (Contained on* Previously filed
the signature page of this
registration statement)
- ---------------------------------------------------------------------------
* Previously filed as an exhibit to the Company's Form SB-2 filed on
January 7, 2008.
** Previously filed as an exhibit to the Company's Form SB-2/A filed on
January 17, 2008.
UNDERTAKINGS
------------
Item 28. Undertakings
The undersigned Registrant hereby undertakes:
(1) File, during any period in which offers or sales are being made, a post-
effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933, as amended (the "Securities Act");
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of the
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of a prospectus filed with the Commission pursuant to
Rule 424(b) under the Securities Act if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement, and
II-3
(iii) Include any additional or changed material information on the plan of
distribution.
(2) For determining liability under the Securities Act, treat each post-
effective amendment as a new registration statement of the securities offered,
and the offering of the securities at that time to be the initial bona fide
offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(4) For determining liability of the undersigned small business issuer under
the Securities Act to any purchaser in the initial distribution of the
securities, the undersigned undertakes that in a primary offering of securities
of the undersigned small business issuer pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned small business issuer
will be a seller to the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned small business
issuer relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned small business issuer or used or referred to by the
undersigned small business issuer;
(iii) The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned small business issuer or
its securities provided by or on behalf of the undersigned small business
issuer; and
(iv) Any other communication that is an offer in the offering made by the
undersigned small business issuer to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may
be available to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred and paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered hereby,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
II-4
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ed DeStefano, his true and lawful attorneys-
in-fact, with full power of substitution and resubstitution, for his and in
his name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this registration
statement and to sign a registration statement pursuant to Section 462(b) of
the Securities Act of 1933, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on
the dates indicated.
Date: January 24, 2008 By: /s/ Ed DeStefano
---------------- --------------------------------------------
Ed DeStefano
Title: President, Chief Executive
Officer, Chief Financial Officer,
Secretary and Director (Principal
Executive, Financial, and Accounting
Officer)
II-5
Signatures
----------
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing this Form SB-2/A and has authorized this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Marina del Rey, California on January 24, 2008.
RESHOOT PRODUCTION COMPANY
By: /s/ Ed DeStefano
---------------------------------------
Ed DeStefano
Title: President, Chief Executive
Officer, Chief Financial Officer,
Secretary and Director (Principal
Executive, Financial, and Accounting
Officer)
II-6
EXHIBIT INDEX
-------------
- ---------------------------------------------------------------------------
EXHIBITS
SEC REFERENCE TITLE OF DOCUMENT LOCATION
NUMBER
- ---------------------------------------------------------------------------
3.1 Articles of Incorporation* Previously filed
- ---------------------------------------------------------------------------
3.2 Bylaws of the Registrant* Previously filed
- ---------------------------------------------------------------------------
5.1 Opinion of Thomas C. Cook, Esq.* Previously filed
regarding the legality of the
securities being registered
- ---------------------------------------------------------------------------
10.1 Short Form Option Purchase* Previously filed
Agreement between Reshoot
Production Company and
Braverman Productions,
dated December 21, 2007
- ---------------------------------------------------------------------------
23.1 Consent of Moore & Associates,* Previously filed
Chartered
- ---------------------------------------------------------------------------
23.2 Consent of Thomas C. Cook, Esq.* Previously filed
(included in Exhibit 5.1).
- ---------------------------------------------------------------------------
23.3 Consent of Moore & Associates,** Previously filed
Chartered
- ---------------------------------------------------------------------------
23.4 Consent of Moore & Associates, This filing
Chartered
- ---------------------------------------------------------------------------
24.1 Power of Attorney (Contained on* Previously filed
the signature page of this
registration statement)
- ---------------------------------------------------------------------------
* Previously filed as an exhibit to the Company's Form SB-2 filed on
January 7, 2008.
** Previously filed as an exhibit to the Company's Form SB-2/A filed on
January 17, 2008.