-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qc8wXHY8qNfZ59DfAO3YBbiKJL+O9kTf6ekKtb5aBIjS0xre8Su9vCQCsT4SNj3K bJOvuWGDQuCEgMgSFwBrHw== 0001350071-09-000047.txt : 20090609 0001350071-09-000047.hdr.sgml : 20090609 20090609163030 ACCESSION NUMBER: 0001350071-09-000047 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090531 FILED AS OF DATE: 20090609 DATE AS OF CHANGE: 20090609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Reshoot & Edit CENTRAL INDEX KEY: 0001375554 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ALLIED TO MOTION PICTURE PRODUCTION [7819] IRS NUMBER: 205449905 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-52439 FILM NUMBER: 09882354 BUSINESS ADDRESS: STREET 1: 10685 OAK CREST AVENUE CITY: LAS VEGAS STATE: NV ZIP: 89144 BUSINESS PHONE: 702-610-6523 MAIL ADDRESS: STREET 1: 10685 OAK CREST AVENUE CITY: LAS VEGAS STATE: NV ZIP: 89144 10-Q 1 rsoomayq.txt ============================================================================= UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM 10-Q ------------------------------------ |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2009 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ ------------------ Commission file number 000-52439 RESHOOT & EDIT ------------------------------------------------------ (Exact name of registrant as specified in its charter) ------------------ Nevada 26-1665960 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 10685 Oak Crest Avenue, Las Vegas, Nevada 89144 --------------------------------------------------- (Address of principal executive offices)(Zip Code) Issuer's telephone number, including area code: (702) 610-6523 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (Check one). Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |_| Smaller Reporting Company |X| (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes |X| No |_| As of June 9, 2009, the registrant's outstanding common stock consisted of 9,200,000 shares, $0.001 par value. Authorized - 70,000,000 common voting shares. No preferred issued, 5,000,000 preferred shares, par value $0.001 authorized. Table of Contents Reshoot & Edit Index to Form 10-Q For the Quarterly Period Ended May 31, 2009
Part I. Financial Information Page Item 1. Financial Statements Balance Sheets as of May 31, 2009 and August 31, 2008 3 Statements of Income for the three months and nine months ended May 31, 2009 and 2008 4 Statements of Cash Flows for the nine months ended May 31, 2009 and 2008 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 3. Quantitative and Qualitative Disclosures About Market Risk 14 Item 4. Controls and Procedures 15 Part II Other Information Item 1. Legal Proceedings 17 Item 1A. Risk Factors 17 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17 Item 3 -- Defaults Upon Senior Securities 17 Item 4 -- Submission of Matters to a Vote of Security Holders 17 Item 5 -- Other Information 17 Item 6. Exhibits 18 Signatures 19
2 Part I. Financial Information Item 1. Financial Statements Reshoot & Edit (A development stage company) Balance Sheets
May 31, 2009 August 31, (Unaudited) 2008 ----------- ----------- ASSETS Current Assets: Cash $ - $ - Funds held in escrow - 4,100 Prepaid expense 4,500 - ----------- ----------- Total current assets 4,500 4,100 ----------- ----------- TOTAL ASSETS $ 4,500 $ 4,100 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable 650 2,900 ----------- ----------- Total liabilities 650 2,900 ----------- ----------- Stockholder's Equity: Series A preferred stock, $0.001 par value, 2,000,000 shares authorized, no shares issued or outstanding - - Series B preferred stock, $0.001 par value, 2,000,000 shares authorized, no shares issued or outstanding - - Series C preferred stock, $0.001 par value, 1,000,000 shares authorized, no shares issued or outstanding - - Common stock, $0.001 par value, 70,000,000 shares authorized, 9,200,000, 9,200,000 shares issued and outstanding as of 8/31/2008 and 5/31/2009, respectively 9,200 9,200 Additional paid-in capital 16,972 7,222 (Deficit) accumulated during development stage (22,322) (15,222) ----------- ----------- Total stockholders' equity 3,850 1,200 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,500 $ 4,100 =========== ===========
The accompanying notes are an integral part of these financial statements. 3 Reshoot & Edit (A development stage company) Statements of Operations (Unaudited)
For the three months For the nine months From ended ended August 23, 2006 ---------------------- ---------------------- (Inception) to May 31, May 31, May 31, May 31, May 31, 2009 2008 2009 2008 2009 ---------- ---------- ---------- ---------- ------------ Revenue $ - $ - $ - $ - $ - ---------- ---------- ---------- ---------- ------------ Expenses: General and administrative expenses 1,000 4,933 7,100 6,124 22,322 ---------- ---------- ---------- ---------- ------------ Total expenses 1,000 4,933 7,100 6,124 22,322 ---------- ---------- ---------- ---------- ------------ Net loss before income taxes (1,000) (4,933) (7,100) (6,124) (22,322) Provision for income taxes - - - - - ---------- ---------- ---------- ---------- ------------ Net (loss) $ (1,000) $ (4,933) $ (7,100) $ (6,124) $ (22,322) ========== ========== ========== ========== ============ Net (loss) per share - basic and fully diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00) ========== ========== ========== ========== Weighted average number of common shares outstanding - basic and fully diluted 9,200,000 9,200,000 9,200,000 9,200,000 ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements. 4 Reshoot & Edit (A development stage company) Statements of Cash Flows (Unaudited)
For the nine months From ended August 23, 2006 ---------------------- (Inception) to May 31, May 31, May 31, 2009 2008 2009 ---------- ---------- ------------ Operating activities: Net (loss) $ (7,100) $ (6,124) $ (22,322) Adjustments to reconcile net loss to net cash used by operating activities: Increase (Decrease) in accounts payable (2,250) 1,000 650 (Increase) in prepaid expenses (4,500) - (4,500) ---------- ---------- ------------ Net cash (used) in operating activities (13,850) (5,124) (26,172) ---------- ---------- ------------ Financing activities: Issuances of common stock - - 16,400 Contributed capital 9,750 - 9,772 ---------- ---------- ------------ Net cash provided from financing activities 9,750 - 26,172 ---------- ---------- ------------ Net increase (decrease) in cash (4,100) (5,124) - Cash and equivalents - beginning 4,100 9,202 - ---------- ---------- ------------ Cash and equivalents - ending $ - $ 4,078 $ - ========== ========== ============ Supplemental disclosures: Interest paid $ - $ - $ - ========== ========== ============ Income taxes paid $ - $ - $ - ========== ========== ============ Non-Cash Transactions $ - $ - $ - ========== ========== ============
The accompanying notes are an integral part of these financial statements. 5 Reshoot & Edit (A Development Stage Company) Notes to Financial Statements Note 1 - Basis of Presentation The consolidated interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these consolidated interim financial statements be read in conjunction with the financial statements of the Company for the period ended August 31, 2008 and notes thereto included in the Company's 10-K annual statement. The Company follows the same accounting policies in the preparation of interim reports. Results of operations for the interim periods are not indicative of annual results. Note 2 - Going concern These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As at May 31, 2009, the Company has not recognized any revenues to date and has accumulated operating losses of approximately $(22,322) since inception. The Company's ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. While the Company is expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty. 6 Reshoot & Edit (A Development Stage Company) Notes to Financial Statements Note 3 - 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. 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Item 2. - Management's Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Information The Company may from time to time make written or oral "forward-looking statements" including statements contained in this report and in other communications by the Company, which are made in good faith by the Company pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements of the Company's plans, objectives, expectations, estimates and intentions, which are subject to change based on various important factors (some of which are beyond the Company's control). The following factors, in addition to others not listed, could cause the Company's actual results to differ materially from those expressed in forward looking statements: the strength of the domestic and local economies in which the Company conducts operations, the impact of current uncertainties in global economic conditions and the ongoing financial crisis affecting the domestic and foreign banking system and financial markets, including the impact on the Company's suppliers and customers, changes in client needs and consumer spending habits, the impact of competition and technological change on the Company, the Company's ability to manage its growth effectively, including its ability to successfully integrate any business which it might acquire, and currency fluctuations. All forward-looking statements in this report are based upon information available to the Company on the date of this report. The Company undertakes no obligation to publicly update or revise any forward- looking statement, whether as a result of new information, future events, or otherwise, except as required by law. Critical Accounting Policies - ---------------------------- There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations", included in our Registration Statement for the fiscal year ended August 31, 2007. 8 Results of Operations - --------------------- Overview of Current Operations - ------------------------------ Reshoot & Edit ("the Company") was incorporated under the laws of the State of Nevada on August 23, 2006, under the name Reshoot & Edit. Reshoot & Edit is focused on becoming a depository of television and movie scripts for resale. Reshoot & Edit's Business Plan - ------------------------------ Reshoot & Edit is a developmental stage start-up company that has not generated any revenues and has no inventory of any movie/television scripts. The Company's goal is to purchase or obtain options to purchase television and movie scripts, develop and implement a marketing and sales program to sell these television/movie scripts and address all necessary infrastructure concerns. Products and Services - --------------------- Reshoot & Edit plans to purchase screenplays through either 1) an outright purchase of the script or 2) an option to purchase the script. Few screenwriters sell their screenplays in upper 6 figures. A more realistic purchase price for new screenwriters will be in the mid-5 figure range. After a screenwriter sells a screenplay, they gain added credibility and their saleability increases. It is when a screenwriter sells a screenplay for the second and third time, they can then expect to sell their screenplays for higher figures. Reshoot & Edit hopes to identify, find and purchase screenplays from new writers, who are not known at this time. If they become successful writers in the future, Reshoot & Edit will have a greater likelihood of marketing and selling the writers original work(s). The prices that Reshoot & Edit can sell a screenplay will depend on: 1) available inventory of screenplays owned by Reshoot & Edit 2) the reputation of the writers of the inventoried screenplays 3) the quality and story of the screenplay 4) the producers and actors attached to the film 5) the target audience of the screenplay 6) paying a commission to an agency to help find a buyer 7) timing in finding the right buyer at the right time 9 Reshoot & Edit Funding Requirements - ----------------------------------- Reshoot & Edit does not have the required capital or funding to complete this initial project. Management anticipates Reshoot & Edit will require at least $200,000 to purchase or obtain options to purchase television and movie scripts, develop and implement a marketing and sales program and address all necessary infrastructure concerns. 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. Competition - ----------- Many of the Company's competitors include movie/television producers, agents, and literary managers. Writers will look to them to sell their scripts before they would consider selling their script to Reshoot & Edit. These competing individuals and entities are significantly larger and have substantially greater financial, industry recognition and other resources than Reshoot & Edit. There is no assurance that the Company will be able to compete successfully against present or future competitors or that competitive pressures faced by the Company will not have a material adverse effect on the Company. Results of Operations for the quarter ended May 31, 2009 - -------------------------------------------------------- During the three and nine month period ended May 31, 2009, the Company did not generate any revenues. In addition, the Company does not expect to generate any profit for the next year. In its most recent three month operating period ended May 31, 2009, the Company generated no revenues. During the three months ended May 31, 2009, the Company lost $(1,000) as compared to $(4,933) for the same period last year. During the nine months ended May 31, 2009, the Company lost $(7,100) as compared to $(6,124) for the same period last year. This loss represented general and administrative expenses which paid accounting and legal fees. The increase expense represented accounting fees to keep the Company fully reporting. Since the Company's inception, on August 23, 2008, the Company experienced a net loss of $(22,322). 10 Revenues - -------- The Company has generated no revenues during the three and nine months ending May 31, 2009. As of May 31, 2009, the Company had an accumulated deficit of $(22,322) dollars. There can be no assurances that the Company can achieve or sustain profitability or that the Company's operating losses will not increase in the future. Plan of Operation - ----------------- Management does not believe that the Company will be able to generate any significant profit during the coming year, as the company seeks financing to execute its business plan. Management believes developmental and marketing costs will most likely exceed any anticipated revenues for the coming year. Management intends to personally finance Reshoot & Edit, without seeking reimbursement, to ensure that the Company has enough funds to operate for the next twelve (12) months without the need to raise additional capital to meet its fully reporting obligations in its normal course of business. Funding Requirements - -------------------- Reshoot & Edit does not have the required capital or funding to execute its business plan. Reshoot & Edit will require at least $200,000 to purchase or obtain options to purchase television and movie scripts. Management has been seeking funding, but has been unable to raise the necessary capital in this downturn recessionary climate. 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. Going Concern - ------------- 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. 11 Summary of any product research and development that we will perform for the term of our plan of operation. - ---------------------------------------------------------------------------- We do not anticipate performing any additional significant product research and development under our current plan of operation. Expected purchase or sale of plant and significant equipment. - ------------------------------------------------------------- We do not anticipate the purchase or sale of any plant or significant equipment; as such items are not required by us at this time. Significant changes in the number of employees. - ----------------------------------------------- As of May 31, 2009, we did not have any employees. We are dependent upon our sole officer and director for our future business development. As our operations expand we anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable at this time. Liquidity and Capital Resources - ------------------------------- 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. As of June 9, 2009, the Company has 9,200,000 shares of common stock issued and outstanding. The Company has limited financial resources available, which has had an adverse impact on the Company's liquidity, activities and operations. These limitations have adversely affected the Company's ability to obtain certain projects and pursue additional business. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. In order for the Company to remain a Going Concern it will need to find additional capital. Additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders), or from other available funding sources at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. No assurances can be given that any necessary financing can be obtained on terms favorable to the Company, or at all. 12 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. As a result of our the Company's current limited available cash, no officer or director received compensation through the three months ended May 31, 2009. No officer or director received stock options or other non-cash compensation since the Company's inception through May 31, 2009 . The Company has no employment agreements in place with its officers. Nor does the Company owe its officers any accrued compensation, as the Officers agreed to work for company at no cost, until the company can become profitable on a consistent Quarter-to-Quarter basis. Off-Balance Sheet Arrangements - ------------------------------ We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors. Critical Accounting Policies and Estimates - ------------------------------------------ Revenue Recognition: We recognize revenue from product sales once all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonable assured. 13 New Accounting Standards - ------------------------ In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No.128, "Earnings per Share." FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial position and results of operations if adopted. In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company's financial position, statements of operations, or cash flows at this time. In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB's amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company's financial position, statements of operations, or cash flows at this time. In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133. This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its consolidated financial position, results of operations or cash flows. Item 3. Quantitative and Qualitative Disclosures about Market Risk. Not applicable. 14 Item 4T. Controls and Procedures (a) Evaluation of Internal Controls and Procedures Reshoot & Edit is committed to maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to its management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As required by Rule 13a-15(b) of the Exchange Act, Reshoot & Edit has carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and the Chief Financial Officer, (who is also our principal financial and accounting officer), to provide reasonable assurance regarding the reliability of financial reporting and the reparation of the financial statements in accordance with U. S. generally accepted accounting principles. The evaluation examined those disclosure controls and procedures as of May 31, 2009, the end of the period covered by this report. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of May 31, 2009. Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. 15 Additional procedures were performed in order for management to conclude with reasonable assurance that the Company's financial statements contained in this Quarterly Report on Form 10-Q present fairly, in all material respects, the Company's financial position, results of operations and cash flows for the periods presented. (b) Management's Remediation Initiatives - ----------------------------------------- In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures: We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us. (c) Changes in internal controls over financial reporting - ---------------------------------------------------------- There was no change in our internal controls over financial reporting that occurred during the period covered by this report, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. 16 PART II. OTHER INFORMATION Item 1 -- Legal Proceedings From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us. Item 1A - Risk Factors See Risk Factors set forth in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2008 and the discussion in Item 1, above, under " Liquidity and Capital Resources." Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds There have been no issuances of shares for the quarter ending May 31, 2009. Item 3 -- Defaults Upon Senior Securities None. Item 4 -- Submission of Matters to a Vote of Security Holders None. Item 5 -- Other Information None. 17 Item 6 -- Exhibits Incorporated by reference ------------------------- Filed Period Filing Exhibit Exhibit Description herewith Form ending Exhibit date - ------------------------------------------------------------------------------ 3.1 Articles of Incorporation, SB-2 3.1 10/3/06 as currently in effect - ------------------------------------------------------------------------------ 3.2 Bylaws SB-2 3.2 10/3/06 as currently in effect - ------------------------------------------------------------------------------ 31.1 Certification of President X and Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act - ------------------------------------------------------------------------------ 32.1 Certification of President X and Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act - ------------------------------------------------------------------------------ 18 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Reshoot & Edit -------------------------- Registrant Date: June 9, 2009 By: /s/ Dana Washington ------------ --------------------------------------------- Dana Washington Title: President, Chief Executive Officer, Chief Financial Officer, Secretary and Director (Principal Executive, Financial, and Accounting Officer) 19 EX-31.1 2 ex311sec302.txt SECTION 302 CERTIFICATION Exhibit 31.1 - SECTION 302 CERTIFICATION CERTIFICATION I, Dana Washington, certify that: 1. I have reviewed this report on Form 10-Q of Reshoot & Edit; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles c) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. June 9, 2009 - ------------ /s/ Dana Washington - --------------------------- Dana Washington Chief Executive Officer Chief Financial Officer EX-32.1 3 ex321sec906.txt SECTION 906 CERTIFICATION Exhibit-32.1 -- Certification per Sarbanes-Oxley Act (Section 906) I am the Chief Executive and Financial Officer of Reshoot & Edit, a Nevada corporation (the "Company"). I am delivering this certificate in connection with the Form 10-Q of the Company for the quarter ended May 31, 2009 and filed with the U. S. Securities and Exchange Commission ("Form 10-Q"). Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I hereby certify that, to the best of my knowledge, the Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: June 9, 2009 ------------ /s/ Dana Washington --------------------------- Dana Washington Chief Executive Officer Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----