As filed with the Securities and Exchange Commission on January 4, 2008
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
RESHOOT PRODUCTION COMPANY
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(Name of small business issuer in its charter)
NEVADA 7812 26-1665960
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(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
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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: [ ]
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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
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TOTAL 9,200,000 N/A $184,000.00 $ 7.23
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(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.
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED ________, 2008
Reshoot Production Company
9,200,000 shares of common stock held by stockholders
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.
The company is offering shares to the public through the selling shareholders. Each of the selling stockholders may be deemed to be an "underwriter," as such term is defined in the Securities Act of 1933.
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.
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.
PAGE
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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..............................16
CAPITALIZATION .........................................................19
CERTAIN MARKET INFORMATION..............................................20
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...............20
DESCRIPTION OF BUSINESS.................................................23
LEGAL PROCEEDINGS.......................................................28
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS............29
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES..........................31
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..........................31
SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT...........32
THE DISTRIBUTION........................................................34
MANNER OF EFFECTING THE DISTRIBUTION....................................35
FEDERAL INCOME TAX CONSIDERATIONS.......................................41
FEDERAL SECURITIES LAWS CONSEQUENCES....................................43
DESCRIPTION OF SECURITIES...............................................43
DIVIDEND POLICY.........................................................46
TRANSFER AGENT..........................................................46
LEGAL MATTERS...........................................................46
EXPERTS.................................................................46
WHERE YOU CAN FIND MORE INFORMATION.....................................48
FINANCIAL STATEMENTS....................................................48
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
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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.
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.
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.
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.
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.
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.
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.
Distributing Company Reshoot & Edit, a Nevada corporation. As
used in this prospectus, the term Reshoot & Edit
includes Reshoot & Edit, unless the context
otherwise requires.
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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.
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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.
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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.
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For The Period
October 31, 2007
(Inception) to
December 31, 2007
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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
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Working Capital $ 0
Total Assets $ 0
Stockholders' Equity $ (5,400)
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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.
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.
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.
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.
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.
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. 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.
16. 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.
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.
17. 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. 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.
19. 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.
20. 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.
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)
-------------
-
-------------
$ -
=============
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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.
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.
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.
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
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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.
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 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 has agreed to produce this unpublished script with Reshoot Production Company, provided the Company can raise $1,000,000 to finance the production.
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 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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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)
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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.
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.
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.
We did not grant any stock options to the executive officers or directors from inception through December 31, 2007.
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.
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.
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.
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.
We do not have an audit committee financial expert nor do we have an audit committee established at this time.
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.
We are not aware of any current or potential conflicts of interest with any of our sole officer/director.
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.
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.
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.
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.
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.
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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.
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.
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.
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.
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.
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.
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.
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.
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.
Selling Security Holders Distribution
The selling 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 selling 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 selling security holders.
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 selling 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 selling 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 selling shareholders named in this prospectus.
We are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.
We are offering shares to the public through the selling shareholders. The selling shareholders named in this prospectus must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of the common stock. The selling shareholders and any broker-dealers who execute sales for the selling 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 selling 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 selling 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 selling 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.
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 selling security holder wants to sell shares of our common stock under this registration statement in the United States, the selling 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 selling security holder will be able to advise a selling 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 selling 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.
When the registration statement becomes effective, and a selling 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.
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.
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.
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
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.
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).
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.
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.
We have not issued and do not have outstanding any warrants to purchase shares of our common stock.
We have not issued and do not have outstanding any options to purchase shares of our common stock.
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.
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.
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 selling 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.
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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.
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.
Law Offices of Thomas C. Cook has opined on the validity of the shares of common stock being offered hereby.
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.
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.
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.
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.
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
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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
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2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
(702) 253-7499 Fax (702) 253-7501
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)
-------------
-
-------------
$ -
=============
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The accompanying notes are an integral part of these financial statements.
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.
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.
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.
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.
Reshoot Production Company
(A Development Stage Company)
Notes to Financial Statements
NOTE 2. Summary of Significant Accounting Practices (Continued)
The Company has not issued any options or warrants or similar securities since inception.
Reshoot Production Company
(A Development Stage Company)
Notes to Financial Statements
NOTE 2. Summary of Significant Accounting Practices (Continued)
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.
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.
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.
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
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 selling 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
|
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
(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 This filing
-------------------------------------------------------------------------
3.2 Bylaws of the Registrant This filing
-------------------------------------------------------------------------
5.1 Opinion of Thomas C. Cook, Esq. This filing
regarding the legality of the
securities being registered
-------------------------------------------------------------------------
10.1 Short Form Option Purchase This filing
Agreement between Reshoot
Production Company and
Braverman Productions,
dated December 21, 2007
-------------------------------------------------------------------------
23.1 Consent of Moore & Associates, This filing
Chartered Previously
-------------------------------------------------------------------------
23.2 Consent of Thomas C. Cook, Esq. This filing
(included in Exhibit 5.1).
-------------------------------------------------------------------------
24.1 Power of Attorney (Contained on This filing
the signature page of this
registration statement)
-------------------------------------------------------------------------
|
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
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 4, 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
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 and has authorized this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada on January 4, 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
-------------------------------------------------------------------------
EXHIBITS
SEC REFERENCE TITLE OF DOCUMENT LOCATION
NUMBER
-------------------------------------------------------------------------
3.1 Articles of Incorporation This filing
-------------------------------------------------------------------------
3.2 Bylaws of the Registrant This filing
-------------------------------------------------------------------------
5.1 Opinion of Thomas C. Cook, Esq. This filing
regarding the legality of the
securities being registered
-------------------------------------------------------------------------
10.1 Short Form Option Purchase This filing
Agreement between Reshoot
Production Company and
Braverman Productions,
dated December 21, 2007
-------------------------------------------------------------------------
23.1 Consent of Moore & Associates, This filing
Chartered Previously
-------------------------------------------------------------------------
23.2 Consent of Thomas C. Cook, Esq. This filing
(included in Exhibit 5.1).
-------------------------------------------------------------------------
24.1 Power of Attorney (Contained on This filing
the signature page of this
registration statement)
-------------------------------------------------------------------------
|
Exhibit 3.1
/s/ Ross Miller Ross Miller Secretary of State |
ROSS MILLER
Secretary of State
/State Seal/ 101 North Carson Street, Suite 3
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
------------------------
/ Articles of /
/ Incorporation /
|
1. Name of Corporation: Reshoot Production Company
--------------------
2. Resident Agent Name and Reshoot & Edit
Street Address: --------------------------------------------
(must be a Nevada address Name
where process may be
served) 10685 Oak Crest Ave. Las Vegas
------------------------- --------------------------------------------
Street Address City
NEVADA 89144
----------
Zip Code
3. Shares: Number of shares 70,000,000 Common
(number of shares with par value: 5,000,000 Preferred
corporation ----------
authorized to issue)
-------------------- Par Value per share: $0.001
------
Number of shares
without par value: None.
--------
4. Names, Addresses,
Number of Board of
Directors/Trustees:
-------------------
1. Ed DeStefano
-----------------------------------------
Name
10685 Oak Crest Ave.
-----------------------------------------
Street Address
Las Vegas NV 89144
----------------- ------ --------------
City State Zip Code
|
6. Names, Address Reshoot & Edit /s/ Dana Washington and Signature of --------------------- Its President Incorporator: Name ---------------- (attach additional page Signature if there is more than 1 10685 Oak Crest Ave. incorporator) -------------------------------------------- ----------------------- Address |
Las Vegas NV 89144
------------------- ------ ---------------
City State Zip Code
7. Certificate of I, hereby accept appointment as Resident
Acceptance of Agent for the above named corporation.
Appointment of
Resident Agent: /s/ Dana Washington, President 10/30/2007
--------------- ----------------------------------- ----------
Authorized Signature of R.A. or Date
On Behalf of R.A. Company
|
This form must be accompanied by the appropriate fees.
Exhibit 3.2
BY-LAWS OF RESHOOT PRODUCTION COMPANY
ARTICLE I
OFFICES
1. THE PRINCIPAL OFFICES of the corporation shall be in the City of Las Vegas, State of Nevada. The corporation may have such other offices within or without the State of Nevada as the Board of Directors may designate or as the business of the corporation may from time to time require.
ARTICLE II
STOCKHOLDERS
1. ANNUAL MEETING. The annual meeting of the stockholders shall be held on the first Monday in April of every other year commencing with the year 2008 at the hour of 10:00 a.m. for the purpose of electing directors and officers and for the transaction of other business that may come up before the meeting. If the day fixed for the annual meeting shall be declared a legal holiday, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as soon as conveniently may be.
2. SPECIAL MEETING. Special meeting of the stockholders may be called by the directors, or by the President. Special meetings shall be called any time upon the request of the stockholders owning not less than fifty percent (50%) of the outstanding stock of the corporation entitled to vote at such meeting.
3. PLACE OF MEETING. All meetings of the stockholders shall be held at the principal office of the corporation in the City of Las Vegas, State of Nevada or at such other place as shall be determined from time to time by the Board of Directors. If the place of the meeting is not at the principal offices of the corporation, the place of such meeting shall be stated in the call of the meeting.
4. NOTICE OF MEETING. Notice of the time and place of the annual
meeting of stockholders shall be given by mailing written notice of the
meeting at least ten (10) days prior to the meeting to each stockholder of
record of the corporation entitled to vote at such meeting, such notice shall
be deemed to be delivered when deposited in the United States mail so
addressed, with postage prepaid thereon. The notice of the time and place of
special meetings shall be given by written notice or by personal notice five
(5) days prior to the meeting to each stockholder of record of the
corporation entitled to vote at such meeting.
5. CLOSING OF TRANSFER BOOKS. For the purpose of determining the stockholders entitled to notice of or entitled to vote at any regular meeting of stockholders or any special meeting, or of determining the stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other purpose, the Directors of the corporation shall provide that the stock transfer books be closed for a stated period, but not to exceed in any case fifty (50) days. If the stock transfer books are to be closed for or the purpose of determining stockholders entitled to noticed of a special meeting or of the annual meeting of stockholders, such book shall be closed for at least fourteen (14) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty (50) days and, in the case of a meeting of shareholders, not less than (10) days prior to the date on which a particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for determination of shareholders entitled to notice of or to vote at the meeting of shareholders, or shareholders entitled to received payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be record date for such determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.
6. VOTING LISTS. The officer or agent in charge of the stock transfer books for the corporation shall prepare before each meeting of stockholders a complete list of stockholders entitled to vote at the meeting arranged in alphabetical order with the address of and number of shares held by each person. The list shall be prepared five (5) days prior to the stockholders' meeting and shall be keep on file at the principal office of the corporation and subject to inspection during normal business hours by any stockholder. The list shall also be produced and kept open at the stockholders' meeting and shall be subject to inspection by any stockholder during the meeting.
7. QUORUM. The quorum at any annual of special meeting of stockholder shall consist of stockholders representing, capital stock of the corporation entitled to vote at such meetings, except as otherwise specifically provided by law or in the Articles of Incorporation. If a quorum is not present at a properly called stockholders' meeting, the meeting shall be adjourned by then present and an additional and further notice sent to all stockholders notifying them of the adjournment of the meeting and the date and time and place of the adjourned meeting. At such adjourned meeting. At such adjourned meeting, at which a quorum is present or represented, business may be transacted which might have been transacted at the meeting as originally notified.
8. PROXIES. At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or by their duly authorized attorney in fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting.
9. VOTING OF SHARES. Subject to a special voting rights or restrictions attached to a class of shares, each shareholder shall be entitled to one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy.
10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the Bylaws of such corporation may prescribe or in the absence of such provision, as the Board of Directors of such corporation may determine. Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such into her name. Shares standing the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into her name. Shares standing in the name of a receiver may be voted by such receiver, and the shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into her name, if authority to do so be contained in an appropriate order of the court by which such receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. Shares of it own stock belonging to the Corporation shall be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.
11. ORDER OF BUSINESS. The order of business at all meetings of stockholders shall be as follows:
a. Roll call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of preceding meeting.
d. Reports of Officers.
e. Reports of Committees.
f. Election of Directors.
g. Unfinished Business.
h. New Business.
12. INFORMAL ACTION BY SHAREHOLDERS. Unless otherwise provided in the Nevada Corporate Law, any action that may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on such action were present and voted. Unless the consents of all shareholders entitled to vote have been solicited in writing, and unless the unanimous written consent of all shareholders has been received, the Secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting.
ARTICLE III
BOARD OF DIRECTORS
1. GENERAL POWERS. The business and affairs of the corporation shall be managed by the Board of Directors consisting of not less than one or more than nine directors. The Board of Directors shall be elected for a term of two years and shall hold office until the successors are elected and qualified. Directors need not be stockholders. In addition to the power and authority granted by the By-Laws and the Articles of Incorporation, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things that are not forbidden by statute, Articles of Incorporation, or by these By-Laws.
2. VACANCIES. All vacancies in the Board of Directors, whether caused by resignation, death of otherwise, may be filled by a majority vote of the remaining director or directors, even though they constitute less than a quorum, or by a majority vote of the stockholders. This may be accomplished at any special or regular meeting of the Board of Directors or by the stockholders at any regular or special meeting. A director thus elected to fill any vacancies shall hold office for the unexpired term of their predecessor and until their successor is elected and qualified.
3. REGULAR MEETINGS. A regular meeting of the directors shall be held at the same time as the annual meeting of stockholders. No notice of the regular meeting of the Board of Directors shall be sent. The directors may provide by resolution the time and place for the holding of additional regular meetings other than the meeting at the annual meeting of stockholders, by giving notice under their same provisions as that notice given of a stockholders meeting.
4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called at any time by the President, or in her absence, by the Vice President, or by any two directors, to be held at the time and place designated in notice of special meeting. The notice of special meeting shall be in the same form and done in the same manner as the notice given for stockholders' meeting.
5. NOTICE. Notice of any special meeting shall be given at least two
(2) days previous thereto by written notice delivered personally or mailed to
each director at h is business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States
mail so addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the notice be
given to the telegraph company. Any directors may waive notice of any
meeting. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except; where a director attends a meeting
for the purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
6. TELEPHONIC MEETING. A meeting of the Board of Directors may be had by means of a telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other, and the participation in a meeting under such circumstances shall constitute presence at the meeting.
7. QUORUM. The majority of the Board of Directors shall be necessary at all meetings to constitute a quorum for the transaction of business. If less than a quorum is present, the meeting shall be adjourned. Any resolution adopted in writing and executed and signed by a majority of the Board of Directors, accompanied with a showing that the resolution had been presented to all directors, shall constitute and be a valid resolution as if the resolution had been adopted at a meeting at which all directors shall in all respects bind the corporation and constitute full and complete authority for the officers acting pursuant to it.
8. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
9. ACTION WITHOUT A MEETING. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the directors.
10. REMOVAL. Any director may be removed for cause by the majority vote of the stockholders or by a majority vote of the Board of Directors. Any director may be removed without cause by a majority vote of the stockholders.
11. RESIGNATION. Any director may resign at any time by giving written notice to the Board of Directors and the President or the Secretary or the corporation. The resignation shall be effective upon receipt of the notice and the acceptance of the resignation shall not be necessary to make it effective.
12. COMPENSATION. No compensation shall be paid to directors as such for their services but the Board of Directors by resolution can fix a sum for expenses for actual attendance at each regular or special meeting of the Board. Nothing contained herein shall be construed to preclude any director from serving the corporation in any other capacity and receiving a compensation therefore.
13. CONTRACTS. No contract or other transaction between this Corporation and any other corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that one or more the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporations, provided that such facts are disclosed or made known to the Board of Directors, prior to their authorizing such transaction. Any director may be a party to or may be interested in any contract or transaction of this Corporation , and no directors shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors prior to their authorization of such contract or transaction, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such Director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair, invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.
14. COMMITTEES. The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designated from among its members an executive committee and such other committees, and alternative members thereof, as they may deem desirable, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board.
15. PRESUMPTION OF ASSENT. A director of a corporation who is present at a meeting of the Board of Directors at which action on any corporate matter has been taken, will be presumed to have assented to the action taken unless their dissent is entered in the minutes of the meeting or unless they had filed their written dissent to such action with the person acting as the Secretary at the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
ARTICLE IV
OFFICERS
1. OFFICERS. The officers of the corporation shall be a President, Vice-Presidents (if needed), a Secretary (if needed) and a Treasurer (if needed), each of whom shall be elected by the Board of Directors. Such officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors, including a Chairman of the Board. In its discretion, the Board of Directors may leave unfilled for any such period as it may determine any office except those of President and Secretary. Any two or more officers may be held by the same person. Officers may be directors or shareholders of the Corporation.
2. ELECTION AND TERM OF OFFICERS. The officers of the corporation shall be elected annually at the regular meeting of the Board of Directors. Each officer shall hold office for one year or until their successor shall have been duly elected and qualified. They can resign by giving written noticed to any member of the Board of Directors of the corporation. The resignation shall take effect upon receipt thereof and the acceptance shall not be necessary to make it effective.
3. RESIGNATION. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.
4. REMOVAL. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in their judgment, the best interests of the corporation would be served by such removal. Such removal shall be without prejudice to the contractual rights, if any, of the persons so removed.
5. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the directors for the unexpired position of the term.
6. PRESIDENT. The President shall be the principal executive officer, shall generally supervise and control all the business and affairs of the corporation. The President shall preside at all meetings of stockholders and of directors. she shall sign with the Secretary, Certificates for share of Common Stock. The President shall also sign deeds, mortgages, bonds, contracts of any other instrument which the directors have authorized to be executed by the President. The President shall be responsible for the Corporate Books, unless this is delegated to another officer. The President in general shall perform all the duties incident to the office of President and such other during as may be prescribed by she directors from time to time.
7. VICE-PRESIDENTS. In the absence of the President, or in the event of a death, inability or refusal to act, the Vice-President shall perform the duties of the President. When they are so acting, they shall have all the powers of and by subject to all the restrictions of the President. The Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by the directors. The Vice-President shall serve in equal capacity.
8. SECRETARY. The secretary shall keep the minutes of the stockholders and of the directors meetings and shall see that all notices are duly given in accordance with the provisions of these By-Laws. The secretary shall issue the notices for all meetings except that a notice of a special meeting of the directors called at the request of two directors may be issued by those directors. The secretary shall keep a register of the post office address of each stockholder and shall have general charge of the stock transfer books unless this duty is given to a Transfer Agent. The secretary shall make reports and perform such other duties as are incident to their office or are properly required of them by the Board of Directors or the President.
9. TREASURER. The treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation. He/she shall receive monies due to the corporation and give receipts therefore and shall disperse the funds of the corporation in payment of the demands against the corporation as directed by the officers and the Board of Directors. He/she shall perform all duties incident to this office of as properly required of him/her by the officers or the Board of Directors. If required by the directors, the treasurer shall give a bond for faithful discharge of his/her duties in such sum as the directors shall determine.
10. SALARIES. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officers shall be prevented from receiving such salary by reason of the fact the he/she is also a director of the Corporation. Salaries of all officers of the corporation shall be fixed by a vote of the Board of Directors.
11. INABILITY TO ACT. In case of absence or inability to act of any officer of the corporation, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer of the corporation.
12. SURETIES AND BONDS. In the case the Board of Directors shall so require any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his/her duties to the Corporation, including responsibility for negligence for the accounting for all property, funds or securities of the Corporation which may come into his/her hands.
13. SHARES OF STOCK OF OTHER CORPORATIONS. Whenever the Corporation is the holder of shares of stock of any other corporation, any right of power of the Corporation as such shareholder (including the attendance, acting and voting at shareholders' meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President or such other person as the Board of Directors my authorize.
ARTICLE V
INDEMNITY
1. INDEMNITY. The Corporation shall indemnify its directors, officers and employees as follows:
Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be made a party, or in which he/she may become involved, by reason of being or having been a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the Corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he/she is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, employee or agent is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation.
The Corporation shall provide to any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of a suit, litigation or other proceedings which is specifically permissible under applicable law.
The Board of Directors may, in its discretion, direct the purchase of liability insurance by way of implementing the provisions of this Article.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
2. LOANS. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
4. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
ARTICLE VII
SHARES OF STOCK
1. CERTIFICATES. Certificates representing share of the corporation shall be in a form designated by the directors. Such certificates shall be signed by the President and Secretary. All certificates for shares shall be consecutively numbered. The name and address of the stockholder, the number of shares, and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificates shall be issued until, the former certificate for a like number of share has been surrendered and canceled. The exception is the case of a lost or destroyed or mutilated certificate and in such case a new one may be issued when the person claiming that certificate is lost or destroyed or mutilated certifies to the corporation of that fact and indemnifies the corporation.
2. TRANSFER OF SHARES. A transfer of stock shall be made only upon the transfer books of the corporation kept at the office of the corporation or of the corporation or so elected held at a Transfer Agent office. Only registered stockholders in the transfer books of the corporation shall be entitled to be treated by the corporation as the holders in fact of stock. The corporation shall not be bound to recognize any equitable or other claims to or any interest in any share of stock which is not recorded upon the transfer books of the corporation in a manner prescribed by these By-Laws except as expressly provided by the laws of the State of Nevada.
ARTICLE VIII
FISCAL YEAR
1. FISCAL YEAR. The fiscal year of the corporation shall begin on the 1st day of January in each year and end on the 31st day of December.
ARTICLE IX
DIVIDENDS
1. DIVIDENDS. The directors may from time to time declare and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by these By-Laws.
ARTICLE X
SEAL
1. SEAL. The directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon, the name Reshoot Production Company, State of Nevada, 2007, and the words "corporate seal."
ARTICLE XI
WAIVER OF NOTICE
1. WAIVER. Unless otherwise provided by law, whenever any notice is required to be given to any stockholder or director of the corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation, or under the provisions of the applicable Business Corporation Act, a waiver thereof in writing signed by the person or persons entitled to such notice, whether made before or after the time stated thereon, shall be deemed equivalent to giving of such notice.
ARTICLE XII
AMENDMENTS
1. AMENDMENTS. Alterations or amendments may be made by an affirmative vote of at least fifty-one percent of the stockholders in any duly called special or regular meeting or by a majority of the Board of Directors at any duly called regular or special meeting.
The above Bylaws are certified to have been adopted by the Board of Directors of the Corporation on the 31st day of October, 2007.
/s/ Ed DeStefano
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Ed DeStefano
Corporate Secretary
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Exhibit 5.1
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
January 4, 2008
To: Board of Directors, Reshoot Production Company
Re: Registration Statement of Form SB-2 (the "Registration Statement")
Gentlemen:
We have acted as counsel for RESHOOT PRODUCTION COMPANY, a Nevada corporation (the "Company") in connection with the preparation of the Registration Statement on Form SB-2 (the "Registration Statement"), as to which this opinion is a part, filed with the U. S. Securities and Exchange Commission (the "Commission") for the distribution by spin-off of up to 9,200,000 shares of common stock, $0.001 par value, of the Company (the "Shares").
In that connection, we have examined original copies, certified or otherwise identified to our satisfaction, of such documents and corporate records, and have examined such laws or regulations, as we have deemed necessary or appropriate for the purposes of the opinions hereinafter set forth.
Based on the foregoing, we are of the opinion that:
1. The company is a corporation duly organized and validly existing under the laws of the State of Nevada.
2. The Shares to be issued as covered by the Registration Statement and registered by the Company, when issued in accordance with the terms and conditions set forth in the Registration Statement, will be duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to be named in the Prospectus forming Part I of the aforesaid Registration Statement under the caption, "Legal Matters" and the filing of this opinion as an Exhibit to said Registration Statement.
Sincerely,
Law Offices of Thomas C. Cook
/s/ Thomas C. Cook, Esq. ------------------------ Thomas C. Cook, Esq. |
Exhibit 10.1
SHORT FORM OPTION PURCHASE AGREEMENT
Agreement dated as of this 17th day of December 2007 by and between Braverman Productions, Inc., (BPI) and Reshoot Production Company, a Nevada Corporation (RPC) ("Purchaser") with respect to the heretofore unpublished script entitled, "MASQUERADE" (which, together with the rights granted under this Agreement, is herein called the "Property").
1. Option.
(a) In consideration of the sum of $5,000 (Five Thousand hundred dollars) BPI grants to Purchaser an option (the "Option") to purchase motion picture ("Motion Picture" meaning theatrical motion picture and or television) and ancillary rights in the Property for a period (the "Option Period") commencing as of the date of execution of this Agreement and extending to November 30, 2008.
2. Compensation. As FULL and complete consideration for all rights granted and to be granted hereunder, purchaser agrees to pay BPI and BPI agrees to accept the following:
(a) In the event the Option is exercised, RPC and BPI will form a new joint venture. The new joint venture will be funded by RPC with $1,000,000 (One Million dollars) within 30 days of notification the option has been exercised. The new joint venture will be the producing entity for the film and all checks will be double signed by Chuck Braverman (or his agent) and an agent representing RPC. Braverman will produce the film and have complete financial and creative control producing the project, which will include but not be limited to; credits, budget, casting, pre-production, above the line, below the line, production, and post production.
(b) BPI will complete the film and have available for the joint venture an Hdcam, Hdcam SR, or D5 answer print suitable for screenings at festivals and digital projection in a commercial theater and ready for blowup to 35mm.
(c) Any and all income from the film and any and all income from any ancillary rights from theatrical distribution, television, cable, internet, DVD's, and every other source will go into the new joint venture formed to make the film, and that money will be split 50/50 between RPC and BPI after RPC recoups the first $1,000,000 (one million dollars). There will be no expenses, interest, or overhead of any kind deducted by RPC from any of the income.
3.Publicity. No advertising or publicity of any kind including fund raising in any media using the name of Chuck Braverman or Braverman Productions, Inc. may be used without the advanced approval in writing of Chuck Braverman, with the exception of Exhibit A ("MASQUERADE" script synopsis) and Exhibit B (Braverman resume).
Reshoot-Braverman Short form option agreement Page 1
4. No Partnership or Joint Venture. Nothing herein contained shall in any way create any association, partnership, joint venture or the relation of principal and agent between the parties to constitute such except as noted above in paragraph 2a. Neither of the parties hereto shall hold itself out contrary to the terms of this provision, by advertising or otherwise. This Agreement is not for the benefit of any third party.
5. Notices. All notices and other communications prescribed or given hereunder shall be in writing sent by certified or registered mail, return receipt requested and directed to the parties at the respective addresses of each of the parties (or at such other address as a party may specified by notice given to the others);
RPC: Ed DeStefano, President
Reshoot Production Company 14055 Tahiti Way, Suite 305
Marina del Rey, CA 90292
(310) 420-7660
BPI: Chuck Braverman
Braverman Productions, Inc. 3000 Olympic Blvd.,
Santa Monica, CA. 90404
(310) 264-4184 voice
(310) 388-5885 fax
chuck@ braverman.net
6. Miscellaneous. This Agreement supersedes and replaces all discussions,
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correspondence and agreements (oral or written) between BPI and Purchaser and their respective representatives relating to the Property, and may not be modified or amended except by means of a writing signed by the party against whom such modification or amendment is sought to be charged. Unless and until a more formal agreement is executed incorporating all of the foregoing and additional detailed grants of rights, representations, warranties and other provisions customarily included in such formal literary purchase agreements, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors, representatives, assigns and licensees. Paragraph headings are for the sake of convenience only and of no substantive import.
7. California Law. This Agreement shall be interpreted, construed and governed in all respects under the laws of the state of California applicable to contracts entered into and wholly performed therein, and any dispute arising out of or in connection with this Agreement shall be adjudicated exclusively by the courts of said state which are located in the County of Los Angeles. Any dispute shall be settled by binding arbitration pursuant to the rules of the Independent film and Television Alliance in Los Angeles, Ca. Prevailing party shall be entitled to reasonable attorneys fees and expenses.
Reshoot-Braverman Short form option agreement Page 2
8. Short Form. It is understood that this is a short form agreement and that after the option is exercised a longer agreement may be made. Please sign below to indicate your acceptance of and agreement to the foregoing. This Agreement shall take effect only after all parties have signed below.
ACCEPTED AND AGREED:
Reshoot Production Company
By: Ed DeStefano
/s/ Ed DeStefano Date: 12.-21-07
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ACCEPTED AND AGREED:
Braverman Productions, Inc.
By: Chuck Braverman
/s/ Chuck Braverman Date 12/20/2007
------------------------ -------------------
Reshoot-Braverman Short form option agreement Page 3
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Exhibit 23.1
We consent to the use, in the registration statement on Form SB2 of Reshoot Production Company, of our report dated January 2, 2008 on our audit of the financial statements of Reshoot Production Company as of December 31, 2007, and the related statements of operations, stockholders' equity and cash flows through December 31, 2007 and from inception October 31, 2007 through December 31, 2007, and the reference to us under the caption "Experts."
/s/ Moore & Associates, Chartered
---------------------------------
Moore & Associates Chartered
Las Vegas, Nevada
January 4, 2008
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2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
(702)253-7499 Fax (702)253-7501