<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>g1198a.txt
<DESCRIPTION>QUARTERLY REPORT FOR THE QTR ENDED 3/31/06
<TEXT>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 12(b) or 12(g) of
The Securities Act of 1934
For the Period ended March 31, 2006
Commission File Number 333-130606
GEMWOOD PRODUCTIONS, INC.
(Name of small business issuer in its charter)
Nevada 20-3240178
(State of incorporation) (IRS Employer ID Number)
C Alta Mar 157 Fracc Baja Del Mar
Playas de Rosarito BC 22710 Mexico
(775) 352-4178
(Address and telephone number of principal executive offices)
Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [ ]
Check whether the registrant is an accelerated filer (as defined in Rule 12b-2
of the Exchange Act). Yes [X] No [ ]
Check whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes [X] No [ ]
There were 2,900,000 shares of Common Stock outstanding as of March 31, 2006.
<PAGE>
GEMWOOD PRODUCTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX
Page
Number
------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) 2
Balance Sheet 2
Statements of Operations 3
Statements of Cash Flows 4
Statement of Stockholders' Equity 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis or Plan of Operation 8
Item 3. Controls and Procedures 14
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
1
<PAGE>
GEMWOOD PRODUCTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
<TABLE>
<CAPTION>
(Unaudited)
For the three (Audited)
months ended as of
March 31, 2006 September 30, 2005
-------------- ------------------
<S> <C> <C>
ASSETS
Current assets
Cash $ 40,421 $ 10,000
Deposits -- --
-------- --------
Total current assets 40,421 10,000
Inventory -- --
-------- --------
Total assets $ 40,421 $ 10,000
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ -- $ --
-------- --------
Total current liabilities -- --
-------- --------
Total liabilities -- --
Stockholders' equity
Common stock; $.001 par value; 50,000,000 shares authorized,
2,900,000 and 1,000,000 shares issued and outstanding
as of March 31, 2006 and September 30, 2005, respectively 2,900 1,000
Additional paid-in capital 44,100 9,000
Accumulated deficit (6,579) --
-------- --------
Total stockholders' equity 40,421 10,000
-------- --------
Total liabilities and stockholders' equity $ 40,421 $ 10,000
======== ========
</TABLE>
See Accompanying Notes to Financial Statements
2
<PAGE>
GEMWOOD PRODUCTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
(Unaudited)
(Unaudited) (Unaudited) (Unaudited) January 17, 2005
For the three January 17, 2005 For the six (Date of Inception)
months ended through months ended through
March 31, 2006 March 31, 2005 March 31, 2006 March 31, 2006
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Revenue $ -- $ -- $ -- $ --
Operating expenses
General and administrative 2,260 3,428 3,428
Professional fees 151 -- 3,151 3,151
---------- ---------- ---------- ----------
Total operating expenses 2,411 -- 6,579 6,579
---------- ---------- ---------- ----------
Loss from operations (2,411) -- (6,579) (6,579)
Other income (expenses):
Other expense -- -- --
Interest expense -- -- -- --
---------- ---------- ---------- ----------
Total other income (expenses) -- -- -- --
---------- ---------- ---------- ----------
Loss before provision for income taxes (2,411) -- (6,579) (6,579)
Provision for income taxes -- -- -- --
---------- ---------- ---------- ----------
Net loss $ (2,411) $ -- $ (6,579) $ (6,579)
---------- ---------- ---------- ----------
Basic and diluted loss per common share $ -- $ -- $ -- $ --
========== ========== ========== ==========
Basic and diluted weighted average
common shares outstanding 1,994,505
==========
</TABLE>
See Accompanying Notes to Financial Statements
3
<PAGE>
GEMWOOD PRODUCTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
(Unaudited)
(Unaudited) (Unaudited) (Unaudited) January 17, 2005
For the three January 17, 2005 For the six (Date of Inception)
months ended through months ended through
March 31, 2006 March 31, 2005 March 31, 2006 March 31, 2006
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (2,411) $ -- $ (6,579) $ (6,579)
Adjustments to reconcile net loss to
net cash used by operating activities:
Changes in operating assets and liabilities:
-------- -------- -------- --------
Net cash used by operating activities (2,411) -- (6,579) (6,579)
Cash flows from investing activities:
Purchase of property and equipment -- --
-------- -------- -------- --------
Net cash used by investing activities -- -- -- --
Cash flows from financing activities:
Proceeds from issuance of common stock 27,000 -- 37,000 47,000
-------- -------- -------- --------
Net cash provided by financing activities 27,000 -- 37,000 47,000
-------- -------- -------- --------
Net increase in cash 24,589 -- 30,421 40,421
Cash, beginning of period 15,832 10,000 --
-------- -------- -------- --------
Cash, end of period $ 40,421 $ -- $ 40,421 $ 40,421
======== ======== ======== ========
</TABLE>
See Accompanying Notes to Financial Statements
4
<PAGE>
GEMWOOD PRODUCTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Common Stock Additional Total
--------------------- Paid-in Accumulated Stockholders'
Shares Amount Capital Deficit Equity
------ ------ ------- ------- ------
<S> <C> <C> <C> <C> <C>
Balance at January 17, 2005 (Date of inception) -- $ -- $ -- $ -- $ --
Common Stock Issued for Cash - August 25, 2005 1,000,000 1,000 9,000 -- 10,000
---------- ------- ------- -------- -------
Balance, September 30, 2005 1,000,000 $ 1,000 $ 9,000 $ -- $10,000
Common Stock Issued for Cash - October 25, 2005 1,000,000 1,000 9,000 -- 10,000
Common Stock Issued for Cash - March 1, 2006 900,000 900 26,100 27,000
Accumulated Deficit (6,579) (6,579)
---------- ------- ------- -------- -------
Balance, March 31, 2006 2,900,000 $ 2,900 $44,100 $ (6,579) $40,421
========== ======= ======= ======== =======
</TABLE>
See Accompanying Notes to Financial Statements
5
<PAGE>
GEMWOOD PRODUCTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
DESCRIPTION OF BUSINESS AND HISTORY - Gemwood Productions, Inc., Nevada
Corporation, (hereinafter referred to as the "Gemwood Productions" or "the
Company") was incorporated in the State of Nevada on January 17, 2005. The
Company was formed for the purpose of marketing and selling its day spa
services to tourists at resort destinations throughout Mexico.
MANAGEMENT OF COMPANY - The company filed its articles of incorporation with
the Nevada Secretary of State on January 17, 2005, indicating Molly Wheeler
as the incorporator. At that time Adam Barker was named Director, President,
Secretary and Treasurer. On August 13, 2005 Mr. Barker resigned his positions
with the Company and Mr. Victor Manuel Savceda was named Director, President,
Secretary and Treasurer.
GOING CONCERN - The Company incurred net losses of approximately $6,579 from
the period from January 17, 2005 (Date of Inception) through March 31, 2006
and has not commenced its operations, rather, still in the development
stages, raising substantial doubt about the Company's ability to continue as
a going concern. The Company will seek additional sources of capital through
the issuance of debt or equity financing, but there can be no assurance the
Company will be successful in accomplishing its objectives.
The ability of the Company to continue as a going concern is dependent on
additional sources of capital and the success of the Company's plan. The
financial statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.
YEAR END - The Company's year end is September 30.
USE OF ESTIMATES - The preparation of consolidated financial statements in
conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.
INCOME TAXES - The Company accounts for its income taxes in accordance with
Statement of Financial Accounting Standards No. 109, which requires
recognition of deferred tax assets and liabilities for future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and tax credit carry forwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in operations in the period that includes the enactment
date.
Management feels the Company will have a net operating loss carryover to be
used for future years. Such losses may not be fully deductible due to the
significant amounts of non-cash service costs. The Company has established a
valuation allowance for the full tax benefit of the operating loss carryovers
due to the uncertainty regarding realization.
FOREIGN CURRENCY TRANSLATION - The Company's functional currency is in US
dollars as all of the Company's operations are in USD.
CONCENTRATION OF RISK - A significant amount of the Company's assets and
resources are dependent on the financial support (inclusive of rent at $200
per month) of Victor Manuel Savceda. Should Victor Manuel Savceda determine
to no longer finance the operations of the company, it may be unlikely for
the company to continue.
REVENUE RECOGNITION - The Company has no revenues to date from its
operations. Once the revenue is generated, the company will recognize
revenues as the services are rendered.
6
<PAGE>
GEMWOOD PRODUCTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES, CONT.
There were no stock options granted for the period from October 1, 2005
through March 31, 2006. There are additionally no written or verbal
agreements related to the sale of any stock, option or warrants of the
Company's common stock.
2. PROPERTY AND EQUIPMENT
As of March 31, 2006, the Company does not own any property and/or equipment.
3. STOCKHOLDER'S EQUITY
The Company has 50,000,000 shares authorized and 2,900,000 issued and
outstanding as of March 31, 2006. The issued and outstanding shares were
issued as follows:
1,000,000 common shares were issued to Victor Manuel Savceda on August 25,
2005 for the sum of $10,000 in cash.
1,000,000 common shares were issued to Victor Manuel Savceda on October 25,
2005 for the sum of $10,000 in cash.
900,000 common shares were issued to 42 unrelated shareholders on March 1,
2006 for the sum of $27,000 in cash.
4. LOAN FROM STOCKHOLDER
As of March 31, 2006, there are no loans to the Company from any
stockholders.
5. RELATED PARTY TRANSACTIONS
The Company currently uses the offices of Mr. Savceda, the officer and
director of the Company. The director has determined that based on the fair
market value of his services and the use of his offices the Company began
paying $200 per month to Mr. Savceda in October 2005. There is no written
lease agreement or other material terms or arrangements relating to said
arrangement.
As of March 31, 2006, there are no related party transactions between the
Company and its officer, other than those mentioned above and in Note 3 -
Stockholder's Equity.
6. STOCK OPTIONS
As of March 31, 2006, the Company does not have any stock options
outstanding, nor does it have any written or verbal agreements for the
issuance or distribution of stock options at any point in the future.
7. LITIGATION
As of March 31, 2006, the Company is not aware of any current or pending
litigation which may affect the Company's operations.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS
We expect our current cash in the bank of $40,421 at March 31, 2006 to satisfy
our cash requirements until we are able to generate revenues. We expect to be
able to satisfy our cash requirements for at least the next twelve months
without having to raise additional funds or seek bank loans. After that twelve
month period, if we have not yet generated revenues sufficient to sustain our
business operations, we may have to raise additional monies through sales of our
equity securities or through loans from banks or third parties to continue our
business plans; however, no such plans have yet been implemented.
We are a development stage company and have generated no revenue to date. Cash
provided by financing activities for the three and six months ended March 31,
2006 was $37,000, resulting from the sale of our common stock to our director on
October 25, 2005 and in an initial public offering, which was completed in
February 2006.
We have received a going concern opinion on our financial statements that raises
substantial doubt as to our ability to continue as a going concern. As described
in Note 1 of our accompanying financial statements, our lack of any guaranteed
sources of future capital creates substantial doubt as to our ability to
continue as a going concern. If our business plan does not work, we could remain
as a start-up company with limited material operations, revenues, or profits.
Although management has believes their plan for Gemwood will generate revenue
and profit, there is no guarantee their past experiences will provide Gemwood
with similar future successes.
As of the date of this filing, we have taken the following steps: developed our
business plan, determined the market in which we intend to open our first day
spa location Rosarito Beach, Baja California, Mexico. Gemwood has signed a
commercial lease agreement to commence on May 1st, 2006 and will continue
month-to-month thereafter until canceled upon 30 days prior notice by either
party. We have paid a deposit of $500.00 for the location. The monthly rent will
cost $300.00. We have received a letter-of-intent from Gran Baja Resorts
authorizing Gemwood Productions, Inc. to provide day spa and salon services to
their guests beginning winter of 2006. We have completed a registration our
securities with the Securities and Exchange Commission and completed the
offering of 900,000 shares of common stock in order to raise funds to implement
our business plan. Our business plan includes a need for cash of $45,640.
8
<PAGE>
PROPOSED MILESTONES TO IMPLEMENT OUR PLAN OF OPERATIONS:
The following milestones are estimates from our director. They are estimates
only. The number of employees, number of initial stores, subsequent costs, and
other projected milestones are approximations only, and are subject to
adjustments based upon the requirements of the business and costs of those
requirements.
We intend to execute the following portions of our business plan over a twelve
month period:
MAY 2006
We will begin paying rent on our first location at a cost of $300 per month.
JUNE 2006
We will design the space for our first location with the intention of creating a
soothing environment for customers to relax and enjoy a full day of being
pampered. Our color choices will be neutral. Total cost for the month of June is
$300.
JULY 2006:
We intend to begin the remodeling and build out process for our first location
during the month of July. The cost for the first month of remodeling is
estimated to cost approximately $1,500. We plan to paint and do finishing work
to create an environment suitable for a day spa. Rent at a cost of $300 per
month, phone $60 per month, utilities $50 per month, postage and supplies $100
per month, salary $1000 per month, $1,200 one time fee to purchase salon and spa
equipment, $35 per month cost for a bookkeeper. Total cost for the month of July
is $4,245.
AUGUST 2006:
During the month of August, we intend to continue our remodeling and build out
efforts for our day spa. We will spend and additional $1,500 during this month
on, flooring, molding and tile work. The material choices during this month of
our build out will also be based on our goal of creating a soothing and
comfortable environment for our customers. Our total cost of operations for the
month of August including $300 per month for rent, phone $60 per month,
utilities $50 per month, postage and supplies $100 per month, salary $1000 per
month, $1,500 for remodeling, $35 per month cost for a bookkeeper. Our total
cost for the month of August is estimated to be $3,045.
9
<PAGE>
SEPTEMBER 2006:
In September, we will continue the remodeling efforts for our store at a cost of
$1500. We will include aesthetically pleasing artwork, comfortable furnishings,
new fixtures, and a musical sound system will be installed to provide meditation
and ambient music for our patrons. Our total cost of operations for the month of
September, including $300 per month for rent, phone $60 per month, utilities $50
per month, postage and supplies $100 per month, salary $1,000 per month, $1,500
for remodeling, $35 per month cost for a bookkeeper. Our total cost for the
month of September is estimated to be $3,045.
OCTOBER 2006:
Our final month of remodeling is October. We will finalize any interior design
choices remaining, purchase window treatments and complete any outstanding
finishing work. We estimate our costs to be approximately $1,500 for the final
month of remodeling and build out. Our total cost of operations for the month of
October, including $300 per month for rent, phone $60 per month, utilities $50
per month, postage and supplies $100 per month, salary $1,000 per month, $$1,500
for remodeling, $35 per month cost for a bookkeeper. Our total cost for the
month of October is estimated to be $3,045.
NOVEMBER 2006:
In the month of November, we intend to begin our marketing and advertising
efforts and hire initial staff at a cost of $500 per month. Our budget for
advertising is $1,500. We will have brochures designed, printed and distributed
to the lobbies of the hotels in Rosarito Beach, Mexico. We will also distribute
brochures to the travel agencies and hotels throughout San Diego, California to
generate sales of our day spa services. Our ongoing cost of monthly operations
is; $300 per month for rent, $500 for staff, phone $60 per month, utilities $50
per month, postage and supplies $100 per month, salary $1,000 per month, $35 per
month cost for a bookkeeper. Our total cost of operations for the month of
November is $3,545.
DECEMBER 2006:
We intend for sales to begin in the month of December. Our marketing efforts
during the month of December will include a direct mailing of coupon Christmas
cards to potential clients. We will target women's gift, bath, and beauty store
managers by offering them a free day at our spa. In return we would like them to
put coupons for our store on their register counters through the holiday season.
We anticipate the cost for this effort to be $1,500. Our ongoing cost of monthly
operations is; $300 per month for rent, $5000 for staff, phone $60 per month,
utilities $50 per month, postage and supplies $100 per month, salary $1,000 per
10
<PAGE>
month, $35 per month cost for a bookkeeper. Our total cost of operations for the
month of December is $3,545.
JANUARY 2007:
In January, we will begin our print advertising campaign. We will run ads in
local newspapers and magazines to generate business for our day spa. We intend
to spend $1,500 in print advertising in January. Our ongoing cost of monthly
operations is; $300 per month for rent, $500 for staff, phone $60 per month,
utilities $50 per month, postage and supplies $100 per month, salary $1,000 per
month, $35 per month cost for a bookkeeper. Our total cost of operations for the
month of January is $3,545.
FEBRUARY 2007:
In February, we intend to continue our marketing efforts by offering a free day
at our facility to travel agents, hotel management, restaurant, bar, and
nightclub owners throughout Rosarito Beach and San Diego. The cost for
invitations, mailing, and catering for the day and evening is estimated to be
$1,500. We hope that this open house style approach of one-to-one marketing will
generate interest and sales for our business. Our ongoing cost of monthly
operations is; $300 per month for rent, $500 for staff, phone $60 per month,
utilities $50 per month, postage and supplies $100 per month, salary $1,000 per
month, $35 per month cost for a bookkeeper. Our total cost of operations for the
month of February is $3,545.
MARCH 2007:
We will continue marketing throughout the month of March. We intend to design
and develop a web site at a cost of $1,500 to promote our services. Our ongoing
cost of monthly operations is; $300 per month for rent, $500 for staff, phone
$60 per month, utilities $50 per month, postage and supplies $100 per month,
salary $1,000 per month, $35 per month cost for a bookkeeper. Our total cost of
operations for the month of March is $3,545.
APRIL 2007:
In the month of April, we intend to begin an email marketing campaign. We will
send out emails to targeted potential customers. The cost for our email campaign
is $1,500. Our ongoing cost of monthly operations is; $300 per month for rent,
$500 for staff, phone $60 per month, utilities $50 per month, postage and
supplies $100 per month, salary $1,000 per month, $35 per month cost for a
bookkeeper. Our total cost of operations for the month of April is $3,545.
11
<PAGE>
MAY 2007:
In February, we intend to continue our marketing efforts by offering a free day
at our facility to travel agents, hotel management, restaurant, bar, and
nightclub owners throughout Rosarito Beach and San Diego. This will be a direct
mailing effort followed by a phone call follow up. Each participant will receive
a full treatment for themselves and a guest. Cost of this campaign is estimated
to be $1,500. Our ongoing cost of monthly operations is; $300 per month for
rent, $500 for staff, phone $60 per month, utilities $50 per month, postage and
supplies $100 per month, salary $1,000 per month, $35 per month cost for a
bookkeeper. Our total cost of operations for the month of May is $3,545.
JUNE 2007:
In March, we intend to advertise in the travel section of the San Diego Union
Tribune. We will offer a buy-one, get-one free coupon redeemable for six months.
We believe the cost of this campaign to be $1,500. Our ongoing cost of monthly
operations is; $300 per month for rent, $500 for staff, phone $60 per month,
utilities $50 per month, postage and supplies $100 per month, salary $1,000 per
month, $35 per month cost for a bookkeeper. Our total cost of operations for the
month of June is $3,545.
Our total cost for twelve months of operations is $41,795.
We intend to use the funding we received from the completion of our offering on
February 27, 2006 to provide cash for our business plan during the next twelve
months as cash flow from sales is not estimated to begin until the 4th quarter
of 2006. We will face considerable risk in each of our business plan steps, such
as difficulty of hiring competent personnel within our budget, longer than
anticipated lead time necessary for us to complete our marketing plan. If
expenses exceed our estimates, we may utilize funds loaned by our director.
While our director has informally agreed to advance funds to allow us to pay for
miscellaneous business expenses, our director has no formal commitments,
arrangements or legal obligation to advance or loan funds to Gemwood. To date,
there have been no loans by the director to Gemwood, no negotiated material
terms or agreed upon amounts, and no formalized agreements of any kind.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
CRITICAL ACCOUNTING POLICIES
It is suggested that these financial statements be read in conjunction with our
September 30, 2005 audited financial statements and notes thereto, which can be
found in our Form SB-2 on the SEC website at www.sec.gov under our SEC File
Number 333-130606.
12
<PAGE>
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States. Because a precise
determination of many assets and liabilities is dependent upon future events,
the preparation of financial statements for a period necessarily involves the
use of estimates which have been made using careful judgement.
The financial statements have, in management's opinion, been properly prepared
within reasonable limits of materiality and within the framework of the
significant accounting policies summarized below:
USE OF ESTIMATES - The preparation of consolidated financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
INCOME TAXES - The Company accounts for its income taxes in accordance with
Statement of Financial Accounting Standards No. 109, which requires recognition
of deferred tax assets and liabilities for future tax consequences attributable
to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases and tax credit carry
forwards. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in operations in
the period that includes the enactment date.
Management feels the Company will have a net operating loss carryover to be used
for future years. Such losses may not be fully deductible due to the significant
amounts of non-cash service costs. The Company has established a valuation
allowance for the full tax benefit of the operating loss carryovers due to the
uncertainty regarding realization.
FOREIGN CURRENCY TRANSLATION - The Company's functional currency is in US
dollars as substantially all of the Company's operations are in USD.
CONCENTRATION OF RISK - A significant amount of the Company's assets and
resources are dependent on the financial support (inclusive of rent at $200 per
month) of Victor Manuel Savceda. Should Victor Manuel Savceda determine to no
longer finance the operations of the company, it may be unlikely for the company
to continue.
13
<PAGE>
ITEM 3. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, particularly during
the period when this report was being prepared.
Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have no identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following exhibits are included with this quarterly filing.
Those marked with an asterisk and required to be filed hereunder, are
incorporated by reference and can be found in their entirety in our original
Form SB-2 Registration Statement, filed under SEC File Number 333-130606, at the
SEC website at www.sec.gov:
Exhibit
Number Description
------ -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Principal Executive Officer
31.2 Sec. 302 Certification of Principal Financial Officer
32.1 Sec. 906 Certification of Principal Executive Officer
32.2 Sec. 906 Certification of Principal Financial Officer
There were no reports filed on Form 8-K during the quarter ended March 31, 2006.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
May 18, 2006 Gemwood Productions, Inc., Registrant
By: /s/ Victor Manuel Savceda
--------------------------------------
Victor Manueal Savceda, President, Chief
Executive Officer, Principal Accounting
Officer, Chief Financial Officer,
Secretary and Chairman of the Board
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
May 18, 2006 Gemwood Productions, Inc., Registrant
By: /s/ Victor Manuel Savceda
--------------------------------------
Victor Manueal Savceda, President, Chief
Executive Officer, Principal Accounting
Officer, Chief Financial Officer,
Secretary and Chairman of the Board
15
</TEXT>
</DOCUMENT>