rsoo_8k.htm

0001393905-10-000117.txt : 20100329 0001393905-10-000117.hdr.sgml : 20100329 20100329172850 ACCESSION NUMBER: 0001393905-10-000117 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20100326 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100329 DATE AS OF CHANGE: 20100329 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52439 FILM NUMBER: 10711556 BUSINESS ADDRESS: STREET 1: 424 QUEEN ANNE AVE. N. STREET 2: SUITE #400 CITY: SEATTLE STATE: WA ZIP: 98109 BUSINESS PHONE: 206-612-6370 MAIL ADDRESS: STREET 1: 424 QUEEN ANNE AVE. N. STREET 2: SUITE #400 CITY: SEATTLE STATE: WA ZIP: 98109 8-K 1 rsoo_8k.htm rsoo_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)

March 26, 2010

Reshoot & Edit

(Exact Name of Registrant as Specified in Its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

000-52439	20-5449905
(Commission File Number)	(IRS Employer Identification No.)

424 Queen Anne Ave. N., Suite #400, Seattle, WA 98109

(Address of Principal Executive Offices) (Zip Code)

(206) 612-6370

(Registrant's Telephone Number, Including Area Code)

10685 Oak Crest Avenue, Las Vegas, Nevada 89144

(Former name or former address, if changed, since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement

On March 26, 2010, Reshoot & Edit (the “Company”) executed a Related Party Purchase Agreement to acquire all of the equity ownership interest of W K Inc., a Washington Company, owned and operated by William Von Schneidau. The Agreement is structured as a purchase of W K Inc. by Reshoot & Edit, which will become the public holding company for its wholly owned operating subsidiary. This purchase is treated as a related party transaction for the following reasons: (1) J’Amy Owens, the current President, Director and majority shareholder of Reshoot & Edit, was also a founder of W K Inc., and has contributed to its development and business operations since its inception; (2) William Von Schneidau will remain as an employee of W K Inc., after the acquisition and will continue to serve as one o f the consolidated company’s principals in charge of the “Bill the Butcher” business; and (3) William Von Schneidau will acquire a controlling interest in the public company through the purchase of stock in a private transaction from J’Amy Owens. Mr. Von Schneidau will not join the public company’s board of directors, but he will be an instrumental part of the consolidated operations under the Company’s new business plan and will have voting power over a “control block” of shares, which will, in conjunction with the voting power retained by Ms. Owens, constitute a majority interest in the Company.

Description of W K Inc.

In the following discussion describing our business and risk factors, we are referring to the business and risk factors of W K Inc. and its d.b.a. “Bill The Butcher” and not our prior business plan which was conducted under the business name “Reshoot & Edit”. Because we have changed our business plan with the acquisition of W K Inc., future references to our business and operations will now focus on the new business conducted under our d.b.a. “Bill The Butcher”. Where appropriate or required under the securities laws regarding disclosures for the public company or our prior operations, we will refer to the disclosures under the title of “Reshoot & Edit” or the “Public Company”. We will use the business titles of W K Inc., and Bill the Butc her interchangeably throughout this document with the understanding that Reshoot & Edit is the public company which has acquired W K Inc., as a wholly owned operating subsidiary, which does business through our retail butcher shops as “Bill The Butcher”.

Description of Business

W K Inc. (d.b.a. "Bill The Butcher") was incorporated under the laws of the state of Washington on May 27, 2009. Bill the Butcher sells U.S. sourced and ethically raised meat, free range poultry and wild seafood in the State of Washington. The Company's product line also includes specialties such as custom marinades, dry rubs and carved-to-order dry aged beef. The Company also features open pastured organic and natural grass fed beef that has not been raised with steroids, antibiotics or hormones, and has not been fed genetically modified corn.

Bill The Butcher currently has a single retail store in Woodinville, Washington, operating under the "Bill The Butcher" trade name. The Company is in the process of opening two additional retail locations in the Seattle metropolitan area. Future plans are to sell organic meats and related products in additional retail establishments (“Bill The Butcher” butcher shops) and via the Internet under the "Bill The Butcher" name and business plan.

Management is in the process of developing a marketing plan to focus on the following reasons for consumers to purchase their organic beef and ethically raised meat products: 1) taste and quality; 2) environmental responsibility or “green” conscious consumerism; 3) local purchasing and sourcing of products, including meats; 4) social responsibility; and 5) a belief that organic and ethically raised products are better for their health.

The Organic Food Industry

Management believes that the market for organic foods is growing fast, and will enter into mainstream retailing in the near future. According to the Organic Trade Association, organic food sales have grown at about a 20% annual rate since 1990. The Organic Trade Association (“OTA”) is a membership-based business association that focuses on the organic business community in North America located in Greenfield, MA. A March 9, 2006 article published by “Reuters Food Summit” (an internet service of the Reuters Foundation), indicates that a key sign that organic foods are gaining mainstream acceptance is that Wal-Mart Stores, Inc., is now in the process of doubling its offering of organic foods in its stores.

According to OTA, the global market for organic food and drink reached $23 billion in 2002. Increasing demand in North America helped fuel the 10.1 percent increase, as North America overtook Europe as the largest market for organic food and drink. The OTA predicts continued growth for the global organic food industry, although at slower rates.

Industry Statistics and Projected Growth

Domestic sales of organic food and beverages have grown from $1 billion in 1990 to an estimated $20 billion in 2007, and are projected to reach nearly $23 billion in 2008. Organic food sales are anticipated to increase an average of 18 percent each year from 2007 to 2010. (Source: 2007 OTA Manufacturer Survey) This representing approximately 2.8 percent of overall food and beverage sales in 2006, this continues to be a fast growing sector, growing 20.9 percent in 2006. (Source: 2007 OTA Manufacturer Survey)

According to the National Restaurant Association’s 2007 Restaurant Industry Forecast, chefs ranked organic food as third on a list of the top 20 items for 2007. Also, more than half of fine-dining operators who serve organic food anticipated these items would represent a larger portion of sales in 2007. In addition, casual- and family-dining operators expected organic items to represent a larger proportion of their sales in 2007. (Source: National Restaurant Association’s 2007 Restaurant Industry Forecast).

The Organic and Natural Foods Consumer

Research released in 2008 by The Natural Marketing Institute (“NMI”) reveals that consumers are increasingly incorporating organic into their lifestyles. Total household penetration across six product categories has risen from 57 percent in 2006 to 59 percent in 2007. The research also showed that the number of core users has increased from 16 percent in 2006 to 18 percent in 2007. (Source: http://www.nmisolutions.com/, 2008)

According to findings published by The Hartman Group in 2008, over two-thirds (69 percent) of U.S. adult consumers buy organic products at least occasionally. Furthermore, about 28 percent of organic consumers (about 19 percent of adults) are weekly organic users. Organic categories that continue to be of high interest to consumers are dairy, fruit and vegetables, prepared foods, meats, breads and juices, according to the report. (Source: The Hartman Group, The Many Faces of Organic 2008, Summer 2008.)

Consumer interest in buying environmentally friendly products and organic food remains high among Northwest natural and organic product consumers despite tough economic times and rising food and energy prices. Recent market research by Mambo Sprouts Marketing released in 2008 showed that consumers in Washington and Oregon see buying ‘green’ as a priority. More than nine in ten consumers (92%) reported buying the same (54%) or more (38%) environmentally friendly products compared to six moths ago.

Consumers choose to buy organic for a wide variety of reasons. Among the most commonly cited of these reasons are related to health and the environment. According to the “Hartman Report on Sustainability: Understanding the Consumer Perspective,” sustainability-minded customers:

are twice as likely to think it is important that they buy environmentally friendly products

are seven times as likely to perceive buying organically grown food whenever possible as important

are twice as likely to think that purchases have an impact on society. (Source: Laurie Demeritt, “Consumer Understanding of Sustainability,” in Organic Processing Magazine, May/June 2008.)

Primary reasons given for buying organic products by participants in The Hartman Group survey, Organic 2006: Consumer Attitudes & Behavior, Five Years Later & Into the Future:

To avoid products that rely on pesticides or other chemicals

To avoid products that rely on antibiotics or growth hormones

For nutritional needs

To support the environment

To avoid genetically modified products

Health reasons other than allergies

They taste better

To support sustainable agriculture.

(Source: The Hartman Group, Organic 2006: Consumer Attitudes & Behavior, Five Years Later & Into the Future.)

Research conducted by the Natural Marketing Institute (“NMI”) found that the top three reasons prompting consumers to begin using organic products are:

These products are better for them and their families

They promote overall health, and

They enable consumers to avoid additives, pesticides, and toxins.

Additional NMI studies found that twenty-eight percent of “general population consumers” indicate that they would like to purchase organic foods at restaurants. This number jumps to 76 percent among consumers that are most dedicated to organic. (Source: Maryellen Molyneaux “Consumer Pathways and Barriers to Usage for Organic Products,” in Organic Processing Magazine, Jan/Feb 2008.

Competition

As the Company develops its business plan to market open pastured organic and natural grass fed beef products, it will face competition from many other businesses who sell similar products. The organic meat industry is intensely competitive with respect to price, location and food quality, and there are many well-established competitors with substantially greater financial and other resources than us. The organic consumer market for meats is often impacted by changes in the taste and eating habits of the public, economic and political conditions affecting spending habits, population and traffic patterns. The principal bases of competition in the industry are the quality and price of the food products offered.

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.

RISK FACTORS

1. BILL THE BUTCHER HAS A LIMITED OPERATING HISTORY

Bill The Butcher has a limited operating history and must be considered to be a developmental stage company. Prospective investors should be aware of the difficulties encountered by such new enterprises, as Bill The Butcher faces all of the risks inherent in any new business and especially with a developmental stage company. These risks include, but are not limited to, competition, the absence of an operating history, the need for additional working capital, and the possible inability to adapt to various economic changes inherent in a market economy. The likelihood of success of Bill The Butcher must be considered in light of these problems, expenses that are frequently incurred in the operation of a new business and the competitive environment in which we will be operating.

2. IT IS DIFFICULT TO EVALUATE THE LIKELIHOOD THAT BILL THE BUTCHER WILL ACHIEVE OR MAINTAIN PROFITABILITY IN THE FUTURE.

Bill The Butcher has prepared audited financial statements for the period ending December 31, 2009. Bill The Butcher’s ability to continue to operate as a going concern is fully dependent upon the Company obtaining sufficient financing to continue its development and operational activities. The ability to achieve profitable operations is in direct correlation to its ability to generate revenues or raise sufficient financing. It is important to note that even if the appropriate financing is received, there is no guarantee that Bill The Butcher will ever be able to operate profitably or derive any significant revenues from its operations.

3. IF WE ARE NOT ABLE TO COMPETE EFFECTIVELY AGAINST LARGER ORGANIC MEAT PURYEVORS WITH GREATER RESOURCES, OUR PROSPECTS FOR FUTURE SUCCESS WILL BE JEOPARDIZED.

Bill The Butcher faces intense competition from larger and more established competitors that may prevent the Company from ever becoming profitable under its current plan of operations. Management expects the competition to intensify in the future as the market for ethically and organically raised meat products develops and matures. Pressures created by our competitors could negatively impact our business, results of operations and financial condition.

Many of Bill The Butcher’s potential retail competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing, technical and other resources. In addition, Bill The Butcher competitors may acquire or be acquired by, receive investments from or enter into other commercial relationships with larger, well-established and well-financed competitors. Therefore, some of the Company’s competitors with other revenue sources may be able to devote greater resources to marketing and promotional campaigns, adopt more aggressive pricing policies and devote substantially more resources to product development. Increased competition may result in reduced operating margins, loss of market share and diminished value in Bill the Butcher bran ds. There can be no assurance that Bill the Butcher will be able to compete successfully against current and future competitors.

4. POSSIBLE INABILITY TO FIND SUITABLE EMPLOYEES.

In order to implement the aggressive business plan, management recognizes that additional staff will be required. No assurances can be given that Bill the Butcher will be able to find suitable employees that can support its needs or that these employees can be hired on favorable terms. The current labor market is favorable for the Company, but we cannot predict our ability to hire and retain skilled labor as the economy improves, the labor market strengthens and competition increases labor costs.

5. THE COMPANY WILL, IN THE FUTURE, ISSUE ADDITIONAL COMMON SHARES, WHICH WOULD REDUCE INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.

The future issuance of common stock may result in substantial dilution in the percentage of the Company’s common stock held by our then existing shareholders. The Company 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.

6. IF THE SUPPLY CHAIN TO WHICH BILL THE BUTCHER OBTAINS ITS PRODUCTS FAIL TO MEET REQUIREMENTS FOR QUALITY, QUANTITY AND TIMELINESS, THE COMPANY’S REVENUES AND REPUTATION IN THE MARKETPLACE COULD BE HARMED.

Bill The Butcher purchases its organic products from other suppliers. Bill The Butcher currently depends on a small number of suppliers for its products. These suppliers supply the organic and ethically raised meat products sold by the Company. If these suppliers were to terminate their arrangements with Bill The Butcher or fail to provide the required capacity and quality on a timely basis, Bill the Butcher would be unable to supply its customers with organic meat products. If the Company would need to replace its suppliers there would be a time delay to qualify as new supplier, familiarize itself with the Company’s quality standards and other requirements employed by Bill The Butcher could be a costly and time-consuming process. Therefore, if the supply chain is broken, Bill The Butcher may be unab le to establish alternative suppliers on acceptable terms.

Bill The Butcher’s reliance on organic meat suppliers involves certain risks, including the following:

lack of direct control over production capacity and delivery schedules; and,

lack of direct control over quality assurance, and production costs

Any interruption in Bill The Butcher’s ability to effect the distribution of its products could result in delays in shipment, lost sales, limited revenue growth and damage to the Company’s reputation in the market, all of which would adversely affect Bill The Butcher’s business.

7. BILL THE BUTCHER MAY BE LIABLE FOR THE PRODUCTS SOLD.

There is no guarantee that the level of insurance coverage Bill The Butcher secures will be adequate to protect the Company from risks associated with claims that exceed the level of coverage maintained. As a result of the Company’s limited operations to date, no threatened or actual claims have been made upon us for product liability.

8. THE ORGANIC MEAT INDUSTRY IS SUBJECT TO PRICING PRESSURES THAT MAY CAUSE BILL THE BUTCHER TO REDUCE THE FUTURE GROSS MARGINS FOR ITS PRODUCTS.

To be competitive, Bill The Butcher might be required to adjust its prices in response to industry-wide pricing pressures. Bill The Butcher’s competitors may possibly source from regions with lower costs than those of Bill The Butcher’s sourcing partners and those competitors may apply such additional cost savings to further reduce prices.

Moreover, increased customer demands for markdown allowances, incentives and other forms of economic support reduce the Company’s gross margins and affect the Company’s profitability. Bill The Butcher’s financial performance may be negatively affected by these pricing pressures if the Company forced to reduce its prices without being able to correspondingly reduce its costs for finished goods or if the costs for finished goods increase and Bill the Butcher cannot increase its prices.

9. THE LOSS OF ONE OR MORE OF BILL THE BUTCHER’S FUTURE SUPPLIERS OF FINISHED GOODS OR RAW MATERIALS MAY INTERRUPT ITS SUPPLIES.

We plan to purchase ethically raised and organic meats from a limited number of third-party suppliers. The Company does not have any material or long-term contracts with any of its suppliers at this time. Furthermore, the Company’s suppliers purchase their products (i.e., cattle feed) from a limited number of suppliers. The loss of one or more of these vendors could interrupt the supply chain and impact the Company’s ability to deliver products to its customers, which would have a material adverse effect on Bill The Butcher net sales and profitability.

10. INCREASES IN THE PRICE OF RAW MATERIALS USED TO PRODUCE BILL THE BUTCHER’S PRODUCTS COULD MATERIALLY INCREASE BILL THE BUTCHER’S COSTS AND DECREASE ITS PROFITABILITY.

The prices for organic food are dependent on the market price for the raw materials used to produce them. There can be no assurance that prices for these and other raw materials will not increase in the near future.

These raw materials are subject to price volatility caused by weather, supply conditions, power outages, government regulations, economic climate and other unpredictable factors. Any raw material price increase would increase Bill the Butcher’s cost of sales and decrease its profitability unless the Company is able to pass higher prices on to its customers. In addition, if one or more of Bill the Butcher’s competitors is able to reduce its production costs by taking advantage of any reductions in raw material prices or favorable sourcing agreements, Bill the Butcher may face pricing pressures from those competitors and may be forced to reduce its prices or face a decline in net sales, either of which could have a material and adverse effect on its business, results of operations and financial condition.

11. LOW-PRICED STOCKS MAY AFFECT THE RESELL OF OUR SHARES.

Penny Stock Regulations and Broker-dealer practices in connection with transactions in "Penny Stocks" are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 per share (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). 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 that provides information about penny stocks and the risk associated with the penny stock market. The broker-dealer must also 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. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer must make a 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 a stock that is subject to the penny stock rules. Our stock has had a trading price of less than $5.00 per share and will likely be quoted at less than $5.00 per share after the anticipated forward split and is not traded on any listed exchanges. Therefore, the Company's stock is subject to the penny stock rules and investors may find it more difficult to purchase and/or sell their securities based on these limitations and regulations.

12. BECAUSE BILL THE BUTCHER HAS NEVER PAID DIVIDENDS ON ITS COMMON STOCK AND HAS NO PLANS TO DO SO, THE ONLY RETURN ON YOUR INVESTMENT WILL COME FROM ANY INCREASE IN THE VALUE OF THE COMMON STOCK.

Since beginning Bill The Butcher’s current business, the Company has not paid cash dividends on the common stock and does not intend to pay cash dividends in the foreseeable future. Rather, the Company currently intends to retain future earnings, if any, to finance operations and expand the business. Therefore, any return on your investment would come only from an increase in the value of the Company’s common stock.

Selected Financial Data and Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain statements in this Management's Discussion and Analysis of Financial Condition and Results of Operations which are not historical facts are forward-looking statements such as statements relating to future operating results, existing and expected competition, financing and refinancing sources and availability and plans for future development or expansion activities and capital expenditures. Such forward-looking statements involve a number of risks and uncertainties that may significantly affect our liquidity and results in the future and, accordingly, actual results may differ materially from those expressed in any forward-looking statements. Such risks and uncertainties include, but are not limited to, those related to effects of competition, leverage and debt service financing and refinancing efforts, and ge neral economic conditions. The following discussion and analysis should be read in conjunction with the financial statements and notes thereto included elsewhere in this report.

W K Inc. (d.b.a. “Bill The Butcher”) Results of Operations – For the Period May 27, 2009 (inception) through December 31, 2009.

Bill The Butcher recognized $145,723 in revenues and experienced a net loss of $(9,968) for period May 27, 2009 (inception) through December 31, 2009. Cost of good sold on revenues were $95,914 or approximately 65 percent. Operating expenses for the same period were $59,139. As of December 31, 2009, Bill The Butcher had cash and cash equivalents of $28,437 and current assets of $94,896 versus current liabilities of $107,437.

Description of Property

Bill The Butcher leases a single retail store located in Woodinville, Washington, operating under the "Bill the Butcher". We are in the process of negotiating and entering into two additional leases for retail outlets in the Seattle, Washington metropolitan area, and intend to continue expansion through additional retail locations in the near future.

SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information, to the best of our knowledge, about the ownership of the common stock of Reshoot & Edit on March 26, 2010 relating to those persons known to beneficially own more than 5% of our capital stock and by our named executive officer and sole director.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate actual or beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes shares of common stock that the stockholder has a right to acquire within 60 days after March 26, 2010 pursuant to options, warrants, conversion privileges or other right. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares o f Reshoot & Edit common stock.

We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.

		AMOUNT AND
		NATURE OF
TITLE OF	NAME OF BENEFICIAL	BENEFICIAL	PERCENT OF
CLASS	OWNER AND POSITION	OWNERSHIP	CLASS(1)

Common	J'Amy Owens (2)	3,710,000	65%
	Chairman/President

DIRECTORS AND OFFICERS AS A GROUP
(1 person)		3,710,000	65%

(1) Percent of Class based on 5,710,000 shares of common stock issued and outstanding.

(2) J'Amy Owens, 424 Queen Anne Ave. N., # 400, Seattle, WA 98109.

CURRENT DIRECTORS AND OFFICERS

The names, ages and positions of the Company's director and executive officer are as follows:

Name	Age	Position
J'Amy Owens	48	Chairman, President, & Secretary

Biography of J'Amy Owens President and Director

2009-Present

Bill the Butcher. Chief Executive Officer. J’Amy Owens was integral in the development, design and launch of the first Bill the Butcher Shop in August, 2009. She is responsible for directing all aspects of strategy, growth, and operations including branding, design, capitalization, finance, real estate and marketing.

2000-Present

J’Amy Owens Group. CEO. A comprehensive full service retail branding and management consultancy, which provides turnkey business incubation for consumer brand and retailers, with a specialization in startups and turnarounds.

2007-Present

Rollercoaster Cuts. Co-founder, co-owner. A children’s multimedia haircutting, clothing and toy concept in one, in a partnership with Six Flags. Owens was responsible for developing the business plan, concept and financial performance, as well as was instrumental in closing capital and then designing all aspects of the business and overseeing the development and opening of the first two stores in West Hartford, Connecticut and the King of Prussia Mall.

1986-2000

The Retail Group. Founded the Retail Group and grew it to a 65 person strategic retail planning company which was responsible for the development of over 400 consumer business and retail models while directing $500 million in annual spending.

1998-2000

Laptop Lane Ltd. Co-Founder. A virtual on-site office centers within the terminals of major U.S. airports. Sold business for $45.7 million after aggressively growing Laptop Lane to 13 locations in less than two years.

1997-1999

Ravenna Gardens. Founder. Upscale gardening center catering to the gardens of urban dwellers. Ms. Owens founded the chain with a partner and grew the chain regionally to eight stores, to an over $4 million dollar enterprise, before selling her interest to an outside investor.

Education

Punahou Preparatory Academy Graduate, 1979

Loyola Marymount, 1979 — 1980

Executive Compensation

As a result of our current limited available cash, no officer or director received compensation since May 27, 2009 (inception) through December 31, 2009. We intend to pay salaries when cash is available from operations or financing activities.

Summary Compensation Table

						All
						Other
		Period				Compen-
		Ending	Salary	Bonus	Awards	sation	Total
Name	Principal Position	Dec 31	($)	($)	($)	($)	($)

J'Amy Owens	Pres.	2009	-0-	-0-	-0-	-0-	-0-

Compensation of Directors

No director receives any fee, salary or commission for service as a director.In addition, no such arrangement is contemplated for the foreseeable future.

Certain Relationships and Related Transactions

On October 7, 2009, J'Amy Owens acquired majority control of Reshoot & Edit through the purchase of 3,710,000 shares of the Company’s unregistered common stock. She purchased control of the Company with plans to change the Company’s business plan through the eventual acquisition of W K Inc. a business which she co-founded with William Von Schneidau on May 27, 2009. Ms. Owens was instrumental in the inception and development of the “Bill The Butcher” business plan but she has never been an officer, director or shareholder of W K Inc., which has been solely owned and operated by Mr. Von Schneidau since its establishment. Since her purchase of the controlling interest in Reshoot & Edit in October 2009, J'Amy Owens has been working on preparing financials for the private company , W K Inc. in anticipation of the acquisition which is now being consummated. As previously disclosed, Ms. Owens needed to have the W K Inc. financials prepared under Sarbanes-Oxley compliance before Reshoot & Edit could acquire the private company owned by Mr. Von Schneidau and implement the "Bill the Butcher" business plan under the new ownership of the public company. The audited financials of W K Inc. have been prepared and through a related party transaction, Reshoot & Edit, purchased all of the ownership interest of W K Inc. from William Von Schneidau. Thus, Reshoot & Edit now owns W K Inc. as a wholly owned operating subsidiary and has implemented the “Bill The Butcher” business plan as the consolidated operations of the two entities.

Legal Proceedings

The Company is not currently a party to any legal proceedings. From time to time, the Company may be involved in legal proceedings and claims arising out of the ordinary course of business.

Item 5.03 Amendments to the Articles of Incorporation or By-law; Change in Fiscal year.

In connection with the acquisition of W K Inc. on March 26, 2010, our board of directors approved a change in the fiscal year of the Company from August 31st, to December 31st.

Also, in connection with the acquisition and change of business plan, the Company intends to change its name to “Bill The Butcher” or such other name as determined by the Board of Directors and intends to undertake a forward split of its common stock at the ratio of 3.8 new (post-forward split) common shares for each currently issued and outstanding common share of stock. The amendment to the Company’s articles of incorporation changing the corporate name and forward-splitting the common stock will be subject to shareholder approval and the requirements of Rule 14c of the Securities Exchange Act of 1934, as amended. Shareholders entitled to notice will receive a Schedule 14C Information Statement within the legally required notice period under the Exchange Act. The Company will file the I nformation Statement with the Commission, however, no date has been set for the amendment and no shareholder meeting or vote has occurred at the time of this filing on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

Financial Statements of W K Inc., are included herewith as Exhibit 99.1.

(b) Pro Forma Financial Statements

Pro Forma Financial Information giving effect to the acquisition of W K Inc. and the Reshoot & Edit are included herewith as Exhibit 99.2.

Exhibit No. Exhibits

2.1 Related Party Purchase Agreement by and between W K Inc. and Reshoot & Edit, dated March 26, 2010.

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

	By: /s/ J'Amy Owens
	Name: J'Amy Owens
	Title: Director/President

Dated: March 26, 2010

EX-2.1 2 rsoo_ex2-1.htm rsoo_ex2-1.htm

Related Party Purchase Agreement

This Agreement is entered into on this 26th day of March, 2010, between William Von Schneidau, the 100% owner of W K Inc., a privately held Washington corporation (the “Seller”), and Reshoot & Edit, a publicly traded Nevada corporation (the “Buyer”), collectively referred to hereafter as the “Parties”.

RECITALS

WHEREAS, William Von Schneidau, sole owner of W K Inc., desires to sell 100% ofhis ownership interest in W K Inc., a privately held Washington corporation, and Reshoot & Edit, a publicly traded Nevada corporation desires to buy 100% of said ownership of W K Inc. The Parties hereto agree that the transaction will be treated as an acquisition of W K Inc., as a wholly owned operating subsidiary of Reshoot & Edit. The public company will change its name and implement a forward stock split subsequent to the acquisition of W K Inc., as a wholly owned operating subsidiary;

WHEREAS, Reshoot & Edit is a publicly traded company listed on the OTC-Bulletin Board under the trading symbol: RSOO. RSOO is controlled by J'Amy Owens, the President, Director and majority shareholder of Reshoot & Edit. Ms. Owens helped found the business with Mr. Von Schneidau in May of 2009, although she has never been an officer, director or shareholder of W K Inc. Mr. Von Schneidau will purchase a portion of Ms. Owens’ RSOO shares in a private purchase transaction subsequent to the execution of this Agreement, thus resulting in this Agreement being defined as a related party transaction; and

WHEREAS, the Parties agree that the acquisition of W K Inc., by the public company will result in the best opportunity for the business to implement its business plan and achieve success through additional financing which would not otherwise be available to W K Inc., as a private company, and also offer the best potential returns for its shareholders, including Ms. Owens and Mr.Von Schneidau.

Background

1. W K Inc., doing business under the name of “Bill The Butcher”, was originally organized in the State of Washington on or about May 27, 2009, by co-founders J'Amy Owens and William Von Schneidau. Mr. Von Schneidau is the sole officer, director and 100% owner of W K Inc., and has been since its inception.

2. Reshoot & Edit was originally organized in the State of Nevada on or about August 23, 2006. On October 7, 2009, J'Amy Owens, acquired majority control of Reshoot & Edit through the purchase of 3,710,000 shares of Reshoot & Edit’s unregistered common stock. Her ownership in Reshoot & Edit represents approximately 65 percent of the issued and outstanding equity ownership in the Company.

3. W K Inc. currently has a single retail store in Woodinville, Washington, operating under the "Bill The Butcher" trade name. This retail store sells U.S. sourced and ethically raised meat, free range poultry and wild seafood in the State of Washington. The Company's product line also includes specialties such as custom marinades, dry rubs and carved-to-order dry aged beef.

4. In the principles of voluntariness, fairness and good faith and upon adequate due diligence, the Parties have entered into this Agreement with the following terms and conditions.

Article 1 – Sale of 100% of W K Inc., Equity Interest to Reshoot & Edit

1.1 William Von Schneidau agrees, in accordance with the provisions hereof, to sell all of his ownership interest in W K Inc. to Reshoot & Edit.Mr. Von Schneidau’s ownership interest in W K Inc. represents an undivided 100% of the equity in W K Inc.

1.2 The purchase price for all of the W K Inc. equity interest held by Mr. Von Schneidau shall be USD$10.00, which shall be paid by Reshoot & Edit to Mr. Von Schneidau in the form of cash or its equivalent, to be paid at or prior to the time of execution of this Agreement by the Parties hereto. The Parties acknowledge receipt and acceptance of good and valuable consideration paid to William Von Schneidau for purchase of W K Inc. by Reshoot & Edit, the sufficiency of which is deemed adequate as between the Parties.

1.3 Such acquisition price was determined by the Parties after a due diligence evaluation of the transaction and the enhanced potential of the “Bill the Butcher” business operating as a wholly owned subsidiary of a publicly traded company, with anticipated advantages in obtaining additional financing for operations and expansion of the “Bill the Butcher” retail operations and the potential benefits to shareholders of a public company, including Ms. Owens and Mr. Von Schneidau, who will continue to operate the business as a wholly owned subsidiary of the public holding company.

Article 2 - Acknowledgment and Analysis of Related Party Transaction

2.1 The Parties acknowledge that this transaction is considered a “Related Party Transaction” in that it involves a contract between two corporate entities that are under the common control of Ms. Owens and Mr. Von Schneidau, and which will result in the combined business operations of W K Inc., as a wholly owned operating subsidiary of Reshoot & Edit, both under common management and control of Ms. Owens and Mr. Von Schneidau. For purposes of this transaction, the Parties have considered the viable alternatives and options to both entities and have considered the implications and fairness of a related party transaction, in light of the business judgment doctrine and corporate opportunity doctrine and have determined that the business emanating from this Related Party contract shall ben efit the shareholders of both entities and shall afford the best opportunity for the future prospects of both W K Inc., and Reshoot & Edit, which are essentially being combined into a single business under the “Bill the Butcher” brand and business plan. The Parties acknowledge and agree that there shall be no dissenters rights under this Agreement (there being only one shareholder of W K, Inc., the acquired entity) and the Parties do not intend to file Articles of Exchange or Articles of Merger with the Nevada Secretary of State, because the transaction is not being treated as a share exchange or merger, but rather as an acquisition for cash by Reshoot & Edit, of all of the shares of W K Inc., with both entities surviving the transaction.

Article 3 - Passing of Equity Interests

3.1 For the purpose of attending to the formalities, the Parties agree to execute all necessary documents in a timely manner.

3.2 The closing of the equity transfer to Reshoot & Edit shall be completed upon the passing of the ownership interests in W K Inc. to the Buyer, which shall be deemed effective upon the execution of this Agreement.

Article 4 - Special Covenants on Debts of W K Inc.

4.1 The Parties confirm that W K Inc. has provided Reshoot & Edit with audited financials that accurately disclose the assets and liabilities of W K Inc.

4.2 The Seller confirms W K Inc. has no outstanding liabilities which have not been reported on its audited financial statements for December 31, 2009, except as incurred in the ordinary course of business.

Article 5 - Handing-over

5.1 Seller agrees, after receiving payment in full from the Buyer, that he will hand-over to the Buyer the ownership interest in, and assets of W K Inc., along with all personal property owned by W K Inc.

5.2 During the transitional period, the Seller agrees that he shall not dispose of the tangible or intangible assets of W K Inc.

Article 6 - Seller’s Representations and Warranties

6.1 Seller represents that he has the authority to enter into this Agreement and the capacity to sell the 100% ownership interest in W K Inc.

6.2 Seller represents that W K Inc. was first organized in the State of Washington on or about May 27, 2009.

6.3 Seller represents that he owns an undivided 100% of the equity interest in W K Inc. Furthermore, Seller represents and warrants that said ownership interest is held free and clear of any and all liens, claims and encumbrances and that there exists no pledge or any other adverse right by any third party, nor any other restriction or limitation on the transfer of W K Inc., to Reshoot & Edit.

6.4 Seller agrees to maintain the ordinary operations of W K Inc., doing business as “Bill the Butcher”, and to assure its assets and liabilities are not transferred or disposed of without consent from the Buyer, and to assure the debts and liabilities of W K Inc. are not to increase.

Article 7 - Buyer’s Representations and Warranties

7.1 Buyer represents that it has the authority to enter into this Agreement and has the capacity to buy the ownership interest in W K Inc.

7.2 Buyer undertakes to actively cooperate with the Seller in attending the relevant handing-over issues and to provide in a timely manner, the true and complete documents required by the Parties to complete and

perfect this equity transfer.

Article 8 - Confidentiality Obligation

The Parties hereto agree that the content of this Agreement and any document, materials and information obtained from the other Party under any provision of this Agreement (“Confidential Information”) shall be kept in confidentiality by the Parties and shall not be disclosed to a third party without consent from the providing Party, except the disclosure by either Party as per the requirement of applicable law, government authority or stock exchange. The Parties shall procure the professionals retained by them to comply with this provision and shall bear the liabilities in relation to the obligations of such professionals to comply with this provision.

Article 9 - Breach of Agreement Liabilities

9.1 Where either of the Parties unilaterally terminates this Agreement without a legitimate reason, such Party shall pay the other Party damages in an amount reasonable incidental fees incurred. There are no expectation, consequential or liquidated, damages associated with the breach of this Agreement.

Article 10 - Force Majeure

10.1 Under the premise that neither of the Parties is at fault, the inability to perform all or part of the obligations under this Agreement shall not be deemed as a breach, provided that all necessary measures shall be taken to reduce or eliminate the losses caused by the force majeure event to the extent possible.

10.2 Neither of the Parties shall bear responsibilities in relation to the losses suffered by or expenses increased to the other Party due to the force majeure event.

Article 11 - Effect, Amendment and Termination of Agreement

11.1 Upon execution by the legal representative(s) or authorized representative(s) of the Parties, this Agreement shall take effect and be legally binding on the Parties.

11.2 Upon this Agreement taking effect, unless otherwise agreed by the Parties in consensus, neither of the Parties may amend the same unilaterally; any amendment to or modification of this Agreement shall take effect only after being confirmed by the Parties in written form.

Article 12 - Applicable Law

12.1 The conclusion, performance and interpretation of this Agreement shall be governed by Nevada law.

12.2 Where any provision of this Agreement is in conflict with any law or regulation currently effective, such provision shall be void. The voidance of any provision shall not affect the effect of other provisions or this Agreement as a whole. The Parties hereto shall agree on a new provision to supercede such void provision.

Article 13 - Miscellaneous

13.1 In the event of any issue not provided for herein, the Parties shall settle the same through good faith consultations.

13.2 The invalidity or unenforceability of any particular provision of this agreement shall not affect or limit the validity or enforceability of the remaining provisions of this agreement.

13.3 This agreement constitutes the entire agreement and understanding between the parties with respect to the subject matters herein and supersedes and replaces any prior agreements and understandings, whether oral or written, between them with respect to such matters.

13.4 This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above mentioned.

Seller:	Buyer:

/s/ William Von Schneidau	/s/ J’Amy Owens
By: William Von Schneidau	By: J’Amy Owens
Owner W K Inc.	Reshoot & Edit, President and Dir.

EX-99.1 3 rsoo_ex99-1.htm rsoo_ex99-1.htm

Exhibit 99.1

De Joya Griffith & Company, LLC

CERTIFIED PUBLIC ACCOUNTANTS & COUNSULTANTS

Report of Independent Registered Public Accounting Firm

To The Board of Directors and Stockholders

W K, Inc

Seattle, Washington 98109

We have audited the accompanying balance sheet of W K, Inc. as of December 31, 2009, and the related statements of operations, stockholders’ equity, and cash flows from inception (May 27, 2009) through December 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit 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 audit provides 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 W K, Inc. as of December 31, 2009, and the results of their operations and cash flows from inception (May 27, 2009) through December 31, 2009 in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to 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.

De Joya Griffith & Company, LLC

/s/ De Joya Griffith & Company, LLC

Henderson, NV

February 22, 2010

2580 Anthem Village Drive, Henderson, NV 89052

Telephone (702) 563-1600 o Facsimile (702) 920-8049

F-1

W K, Inc.

Balance Sheet

	December 31,
	2009

ASSETS
Current assets
Cash and cash equivalents	$	28,437
Accounts receivable		7,852
Prepaid expense		334
Inventory		58,273
Total current assets		94,896

Fixed assets
Fixed assets, net		37,357
Total fixed assets		37,357

Other assets
Security deposits		502
Total other assets		502
TOTAL ASSETS	$	132,755

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	2,069
Accrued expense		1,013
Credit line		1,339
Due to related party		103,016
Total current liabilities		107,437
Total liabilities		107,437

Stockholders' equity
Common stock, no par value, 100,000
shares authorized, 60,000 shares issued and
outstanding		1,000
Additional paid-in capital		34,286
Accumulated deficit		(9,968	)
Total stockholders' equity		25,318
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	132,755

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

F-2

W K, Inc.

Statement of Operations

	Inception
	(May 27, 2009)
	to December 31,
	2009

REVENUE	$	145,723

COST OF GOODS SOLD		95,914

GROSS PROFIT		49,809

OPERATING EXPENSES
Store expenses		29,929
Marketing and advertising expense		3,439
General & administrative expense		25,771
Total operating expenses		59,139

Operating loss		(9,849	)

OTHER EXPENSES
Interest expense		119
Total other expenses		119

NET LOSS	$	(9,968	)

NET LOSS PER SHARE	$	(0.17	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC		60,000

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

F-3

W K, Inc.

Statement of Stockholders' Equity

	Common Stock				Additional					Total
			Paid-in		Accumulated		Stockholders'
	Shares		Amount		Capital		(Deficit)			Equity

May 27, 2009
Founder's shares
issued for cash		60,000	$	1,000	$	-	$	-		$	1,000

Contributed capital		-		-		17,161		-			17,161

Contribution of
fixed assets		-		-		17,125		-			17,125

Net loss		-		-		-		(9,968	)		(9,968	)

Balance,
December 31, 2009		60,000	$	1,000	$	34,286	$	(9,968	)	$	25,318

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

F-4

W K, Inc.

Statement of Cash Flows

	Inception
	(May 27, 2009)
	to December 31,
	2009
OPERATING ACTIVITIES
Net loss	$	(9,968	)
Adjustments to reconcile net loss
to net cash:
(Increase) decrease in:
Accounts receivable-other		(7,852	)
Prepaid expense		(334	)
Inventory		(58,273	)
Security deposits		(502	)
Depreciation		2,816
(Increase) decrease in:
Accounts payable		2,069
Accrued expense		1,013
Net cash used in operating activities		(71,031	)

INVESTING ACTIVITIES
Furniture and equipment		(23,048	)
Net cash used in investing activities		(23,048	)

FINANCING ACTIVITIES
Proceeds from common stock		1,000
Contributed capital		17,161
Credit line		1,339
Due to related party		103,016
Net cash provided by financing activities		122,516

NET INCREASE IN CASH		28,437

CASH AND CASH EQUIVALENTS –
BEGINNING OF PERIOD		-

CASH AND CASH EQUIVALENTS –
END OF PERIOD	$	28,437

SUPPLEMENTAL INFORMATION:
Interest paid	$	119
NONE CASH INVESTING:

Contribution of fixed assets	$	17,125

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

F-5

W K, Inc.

Notes to Financial Statements

December 31, 2009

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

W K, Inc. (the "Company") (d.b.a. "Bill the Butcher") was incorporated under the laws of the state of Washington on May 27, 2009. The Company was organized to conduct any lawful business. WK, Inc., under the "Bill the Butcher" brand name, sells U.S. sourced and ethically raised meat, free range poultry and wild seafood in the State of Washington. The Company's product line also includes specialties such as custom marinades, dry rubs and carved-to-order dry aged beef. The Company also features open pastured organic and natural grass fed beef that has not been raised with steroids, anti-biotics or hormones, and has not been fed genetically modified corn.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

The relevant accounting policies are listed below.

Basis of Accounting

The basis is United States generally accepted accounting principles.

Cash and Cash Equivalents

The Company considers all short-term investments with a maturity of three months or less at the date of purchase to be cash equivalents.

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the various assets, which range from three to seven years. Leasehold improvements are amortized over the remaining lease term or three years, including renewal periods at the Company’s option. Depreciation expense was $2,817 for the short year ended December 31, 2009. Maintenance and repairs are charged against income as incurred and additions, renewals, and improvements are capitalized.

Valuation of Long-Lived Assets

The Company periodically evaluates the carrying value of long-lived assets, including, but not limited to, property and equipment, and other assets. The carrying value of a long-lived asset is considered impaired if its estimated fair value is less than its carrying value. Management does not believe there were any impaired long-lived assets as of December 31, 2009.

F-6

W K, Inc.

Notes to Financial Statements

December 31, 2009

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Continued)

Inventory

Inventories consist primarily of raw meat product, dairy and non-perishable specialty grocery items held for resale. Inventories are stated at the lower of average cost or market using the first-in first-out method and are accounted for on a monthly basis based on a physical inventory count.

Fair Value of Financial Instruments

The Company’s cash and cash equivalents, short-term investments, accounts receivable, accounts payable and accrued liabilities are considered financial instruments whose carrying value approximates fair value based on their short term nature.

Revenue recognition

The Company recognizes revenue on an accrual basis as it invoices for services. Revenue is generally realized or realizable and earned when all of the following criteria are met: 1) persuasive evidence of an arrangement exists between the Company and the customer(s); 2) services have been rendered; 3) the price to the customer is fixed or determinable; and 4) collectibility is reasonably assured.

Earnings per Share

The basic earnings (loss) per share is calculated by dividing the Company's net income (loss) available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per hare is calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity.

The Company has not issued any options or warrants or similar securities since inception.

Dividends

The Company has not yet adopted any policy regarding payment of dividends. No Dividends have been paid during the period presented.

F-7

W K, Inc.

Notes to Financial Statements

December 31, 2009

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Continued)

Income Taxes

The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.

Year end

The Company's fiscal year-end is December 31.

Advertising

Advertising costs are expensed when incurred. For the period from inception (May 27, 2009) through the year ended December 31, 2009, the Company has incurred advertising expenses of $3,439.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

F-8

W K, Inc.

Notes to Financial Statements

December 31, 2009

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Continued)

Recent Accounting Pronouncements

Below is a listing of the most recent accounting standards and their effect on the Company.

In January 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-03 (ASU 2010-03), Extractive Activities—Oil and Gas (Topic 932): Oil and Gas Reserve Estimation and Disclosures. This amendment to Topic 932 has improved the reserve estimation and disclosure requirements by (1) updating the reserve estimation requirements for changes in practice and technology that have occurred over the last several decades and (2) expanding the disclosure requirements for equity method investments. This is effective for annual reporting periods ending on or after December 31, 2009. However, an entity that becomes subject to the disclosures because of the change to the definition oil- and gas- producing activities may elect to provide those disclosures in annual periods beginnin g after December 31, 2009. Early adoption is not permitted. The Company does not expect the provisions of ASU 2010-03 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after Dece mber 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.

F-9

W K, Inc.

Notes to Financial Statements

December 31, 2009

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Continued)

Recent Accounting Pronouncements (Continued)

In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.

In December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167. (See FAS 167 effective date below)

In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 166. (See FAS 166 effective date below)

In October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This Accounting Standards Update amends the FASB Accounting Standard Codification for EITF 09-1. (See EITF 09-1 effective date below)

In October 2009, the FASB issued Accounting Standards Update 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements. This update changed the accounting model for revenue arrangements that include both tangible products and software elements. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-14 to have a material effect on the financial position, results of operations or cash flows of the Company.

F-10

W K, Inc.

Notes to Financial Statements

December 31, 2009

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Continued)

Recent Accounting Pronouncements (Continued)

In October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances than under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-13 to have a material effect on the financial position, results of operations or cash flows of the Company.

In July 2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance" ("EITF 09-1"). The provisions of EITF 09-1, clarifies the accounting treatment and disclosure of share-lending arrangements that are classified as equity in the financial statements of the share lender. An example of a share-lending arrangement is an agreement between the Company (share lender) and an investment bank (share borrower) which allows the investment bank to use the loaned shares to enter into equity derivative contracts with investors. EITF 09-1 is effective for fiscal years that begin on or after December 15, 2009 and requires retrospective application for all arrangements o utstanding as of the beginning of fiscal years beginning on or after December 15, 2009. Share-lending arrangements that have been terminated as a result of counterparty default prior to December 15, 2009, but for which the entity has not reached a final settlement as of December 15, 2009 are within the scope. Effective for share-lending arrangements entered into on or after the beginning of the first reporting period that begins on or after June 15, 2009. The Company does not expect the provisions of EITF 09-1 to have a material effect on the financial position, results of operations or cash flows of the Company.

F-11

W K, Inc.

Notes to Financial Statements

December 31, 2009

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Continued)

Recent Accounting Pronouncements (Continued)

In June 2009, the Securities and Exchange Commission's Office of the Chief Accountant and Division of Corporation Finance announced the release of Staff Accounting Bulletin (SAB) No. 112. This staff accounting bulletin amends or rescinds portions of the interpretive guidance included in the Staff Accounting Bulletin Series in order to make the relevant interpretive guidance consistent with current authoritative accounting and auditing guidance and Securities and Exchange Commission rules and regulations. Specifically, the staff is updating the Series in order to bring existing guidance into conformity with recent pronouncements by the Financial Accounting Standards Board, namely, Statement of Financial Accounting Standards No. 141 (revised 2007) (ASC Topic 805), Business Combinations, and Statement of Financial Accounting Standards No. 16 0 (ASC Topic 810), Non-controlling Interests in Consolidated Financial Statements. The statements in staff accounting bulletins are not rules or interpretations of the Commission, nor are they published as bearing the Commission's official approval. They represent interpretations and practices followed by the Division of Corporation Finance and the Office of the Chief Accountant in administering the disclosure requirements of the Federal securities laws.

In April 2009, the FASB issued SFAS No. 164, (ASC Topic 810) "Not-for-Profit Entities: Mergers and Acquisitions - including an amendment of FASB Statement No. 142" ("SFAS 164"). The provisions of SFAS 164 provide guidance on accounting for a combination of not-for-profit entities either via merger or acquisition. SFAS 164 is effective for mergers occurring on or after the beginning of an initial reporting period beginning on or after December 15,

NOTE 3. GOING CONCERN

These 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. Since inception (May 27, 2009) to December 31, 2009, the Company recognized an accumulated operating deficit of $9,968. 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. Management plans to raise equity capital to finance the operating and capital requirements of the Company.

F-12

W K, Inc.

Notes to Financial Statements

December 31, 2009

NOTE 3. GOING CONCERN (Continued)

Amounts raised will be used for further development of the Company's products, to provide financing for marketing and promotion, to secure additional property and equipment, and for other working capital purposes. While the Company is devoting 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 relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

NOTE 4. STOCKHOLDERS'EQUITY

The Company is authorized to issue 100,000 shares of its no par value common stock.

Inception (May 27, 2009), the Company issued 60,000 shares of its common stock to its founder for cash of $1,000.

There were no other issuances of stock or equivalents since inception (May 27, 2009)through December 31, 2009. The Company has not issued any options or warrants or similar securities since inception.

During the short year ended December 31, stockholders and officers of the company contributed additional capital to the business in the form of equipment, and payment of pre-opening expenses with personal funds. The total value of equipment contributed to the company was $17,125, pre-opening expenses paid with personal funds were $17,161.

F-13

W K, Inc.

Notes to Financial Statements

December 31, 2009

NOTE 5. Property and Equipment

Property and equipment consists of the following at December 31:

	2009
Leasehold improvements	$	11,751
Store equipment and smallwares		27,779
Computer equipment		644
		40,174
Accumulated depreciation		(2,817	)
	$	37,357

Depreciation expense for the years ended December 31, 2009 was $2,817.

NOTE 6. CREDIT LINE

The Company has a revolving overdraft reserve line of credit that allows for advances up to $1,500, at an annual interest rate of 18%. At December 31, 2009, the balance of the reserve line was $1,339. Total interest expense for the short year ended December 31, 2009 was $119.

NOTE 7. RELATED PARTY TRANSACTIONS

The Company currently has a payable due to related party in the amount of $103,016. No interest accrues on this payable due to the related party.

The officer and director of the Company is involved in other business activities and 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.

F-14

W K, Inc.

Notes to Financial Statements

December 31, 2009

NOTE 8. PROVISION FOR INCOME TAXES

The Company accounts for income taxes using the asset and liability method. 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 (benefit) for income taxes consists of the following at December 31:

	2009
Current income tax expense (benefit)	$	(2,673	)
Deferred income tax benefit		(711	)
	$	(3,384	)

The Company’s recorded provision for income tax differs from the amount computed by applying the statutory federal income tax rate to the net income (loss) primarily as a result of non-deductible expenses.

The Company’s significant temporary difference is associated primarily with the depreciation of property and equipment.

At December 31, 2009, the Company had federal net operating loss carryforwards of approximately $9,968, which are available to offset future income tax obligations. These net operating loss carryforwards are subject to annual utilization limitations under Internal Revenue Code Section 382. Federal net operating loss carryforwards expire through 2029. A valuation allowance of $3,384 has been established, as it is uncertain that the Company will be able to realize such tax assets in the future.

Due to the Company's net loss, there was no provision for income taxes.

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	(35.0	%)
Valuation reserve	35.0	%
Total	-	%

F-15

W K, Inc.

Notes to Financial Statements

December 31, 2009

NOTE 9. CONCENTRATION OF CREDIT RISK

Cash Balances

The Company maintains its cash in various financial institutions in the United States. Balances maintained are insured by the Federal Deposit Insurance Corporation (FDIC). This government corporation insured balances up to $100,000 through October 13, 2008. As of October 14, 2008 all non-interest bearing transaction deposit accounts at an FDIC-insured institution, including all business checking deposit accounts that do not earn interest, are fully insured for the entire amount in the deposit account. This unlimited insurance coverage is temporary and will remain in effect for participating institutions until December 31, 2009. All other deposit accounts at FDIC-insured institutions are insured up to at least $250,000 per depositor until December 31, 2013.

NOTE 10. LEASE AGREEMENT

On June 17, 2009, the Company entered into a non-cancelable operating lease for their retail store in Woodinville which expires on July 31, 2012. The lease may be extended for the additional three year periods by mutual agreement. Lease expense under the agreement was $4,000 for the short year ended December 31, 2009. Future minimum lease payments required under the non-cancelable operating lease as of December 31 are as follows:

2010	$	9,725
2011		10,625
2012		5,950
Total	$	25,700

NOTE 11. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through February 22, 2010, the date which the financial statements were available to be issued. The Company has determined that there were no such events that warrant disclosure or recognition in the financial statements.

F-16

EX-99.2 4 rsoo_ex99-2.htm rsoo_ex99-2.htm

Exhibit 99.2

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The Unaudited Pro Forma Financial Information reflects financial information, which gives effect to the acquisition of all of the outstanding common shares of W K Inc. (a private Washington Corporation) by Reshoot & Edit (a Nevada Corporation).

The Pro Forma Statements included herein reflect the use of the purchase method of accounting for the above transaction. Such financial information has been prepared from, and should be read in conjunction with, the historical unaudited financial statements of Reshoot & Edit and W K Inc. included in this memorandum.

The Pro Forma Balance Sheet and Pro Forma Statement of Operations gives effect to the transaction as if it had occurred at the beginning of the earliest period presented, combining the results of Reshoot & Edit for November 30, 2009 and W K Inc for the period ended December 31, 2009.

F-1b

Reshoot & Edit (“Reshoot”)

Pro Forma Condensed Consolidated Balance Sheet

	Historical			Historical					(Unaudited)
	Reshoot			W K Inc.			Pro forma		Pro forma
ASSETS	11/30/2009			12/31/2009			Adjustments		Reshoot

Current assets:
Cash and cash equivalents	$	300,264		$	28,437			-	$	328,701
Accounts receivable					7,852			-		7,852
Accounts receivable
- related party		52,078			-			-		52,078
Advances		5,000			-			-		5,000
Prepaid expense		5,500			334			-		5,834
Inventory		-			58,273			-		58,273
Total current assets		362,842			94,896			-		457,738

Fixed Assets
Fixed assets		688			37,357			-		38,045
Total fixed assets		688			37,357			-		38,045

Security Deposits		6,365			502			-		6,867
Intangible assets		4,500			-			-		4,500
Total other assets		10,865			502			-		11,367

Total Assets	$	374,395		$	132,755			-	$	507,150

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities
Accounts payable and
Accrued expenses		1,181			3,082			-		4,263
Loans					1,339			-		1,339
Loans from related party					103,016			-		103,016
Total Liabilities		1,181			107,437			-		108,618
Shareholders’ equity
Preferred stock, Series A,
$.001 par value		-			-			-		-

Preferred stock, Series B,
$.001 par value		-			-			-		-

Preferred stock, Series C,
$.001 par value		-			-			-		-

Common stock, $.001 par value		5,931			1,000			-		6,931
Additional paid in capital		694,841			34,286			-		729,127
Stock subscription receivable		(250,000	)		-			-		(250,000	)
(Deficit) accumulated during
development state		(77,558	)		(9,968	)		-		(87,526	)
Total shareholders’
equity (deficit)		373,214			25,318			-		398,532
Total liabilities and
Shareholders’ equity	$	374,395		$	132,755			-	$	507,150

F-2b

Reshoot & Edit (“Reshoot”)

Pro Forma Condensed Consolidated Statements of Operations

	Historical			Historical						(Unaudited)
	Reshoot			W K Inc.			Pro forma			Pro forma
	11/30/2009			12/31/2009			Adjustments			Reshoot

Revenue, net	$	-		$	145,723			-		$	145,723

Cost of Goods Sold		-			95,914			-			95,914
Gross Profit		-			49,809			-			49,809

Expenses

Store Expenses		-			29,929			-			29,929
Mktg and Adver Expense		-			3,439			-			3,439
Selling general and
administrative expenses		53,452			25,771			-			79,223
Total operating expenses		53,452			59,139			-			112,591

Net loss from operations		(53,452	)		(9,849	)		-			(63,301	)
Other Expenses
Interest Expense		209			119			-			328
Net Loss	$	(53,661	)	$	(9,968	)		-		$	(63,629	)

Net loss per share-basic	$	(0.01	)	$	(0.17	)		-		$	(0.02	)

Weighted average number
of common shares
outstanding		4,044,583			60,000			(60,000	)		4,044,583

F-3b

Notes to Unaudited Pro Forma Consolidated Financial Statements

December 31, 2009

On March 26th, 2010, Reshoot & Edit entered into a Related Party Agreement to purchase W K Inc., a privately held Washington corporation, As a result of the acquisition, WK became a wholly owned operating subsidiary of the public company.

The balance sheets of Reshoot & Edit and W K Inc. are as of November 30, 2009 and December 31, 2009, respectively. The statements of operations of Reshoot & Edit and W K Inc. are the period ended November 30, 2009 and December 31, 2009, respectively.

F-4b

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