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, 2008
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file # 333-148076
GIDDY-UP PRODUCTIONS, INC.
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(Exact Name of Registrant as Specified in its Charter)
NEVADA
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(State or other jurisdiction of incorporation or organization)
20-0853182
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(I.R.S. Employer Identification number)
409 - 903 19TH AVENUE SW, CALGARY, ALBERTA T2T 0H8
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (403) 399-6402
Securities registered under Section 12(b) of the Act: NONE
Securities registered pursuant to Section
12(g) of the Act:
COMMON STOCK, $0.0001 PAR VALUE
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Issuer 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 shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |X| No |_|
As of May 31, 2008, the Issuer had 8,100,000 shares of its Common Stock
outstanding.
Transitional Small Business Disclosure Format (Check one): Yes |_| No |X|
PART I -- FINANCIAL INFORMATION
ITEM 1 Financial
GIDDY-UP PRODUCTIONS, INC.
(A development stage company)
Balance Sheets
May 31, 2008
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
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May 31, 2008 August 31, 2007
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ASSETS
CURRENT
Cash and cash equivalents $ 20 $ --
Prepaid expense -- 20,000
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CURRENT ASSETS 20 20,000
FILM PROPERTY (Note 3) 10,813 10,813
WEBSITE DEVELOPMENT COSTS (Note 4) 15,328 --
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TOTAL ASSETS $26,161 $30,813
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
LIABILITIES
CURRENT
Promissory note - related party $10,276 $ --
Accounts payable and accrued liabilities 2,500 1,055
Due to a director 40,862 20,000
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TOTAL LIABILITIES 53,638 21,055
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STOCKHOLDERS' EQUITY (DEFICIENCY)
SHARE CAPITAL
Authorized:
100,000,000 preferred shares, par value $0.0001
100,000,000 common shares, par value $0.0001
Issued and outstanding:
Nil preferred shares
8,100,000 common shares (August 31, 2007: 8,000,000) 810 800
Shares subscriptions received (note 6) 1,960 --
ADDITIONAL PAID-IN CAPITAL 10,503 10,013
(DEFICIT) ACCUMULATED DURING
THE DEVELOPMENT STAGE (40,750) (1,055)
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TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY) (27,477) 9,758
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIENCY) $ 26,161 $ 30,813
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
GIDDY-UP PRODUCTIONS, INC.
(A development stage company)
Statements of Stockholders' Equity (Deficiency) For the period from August 30,
2007 (inception) to May 31, 2008
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
(Deficit)
Accumulated
Share during Total
Preferred stock Common stock Additional Subscriptions development stockholders'
Shares Amount Shares Amount paid-in capital Received stage deficiency
Issuance of common stock
for settlement of debt
August 31, 2007, 0.005
per share -- $ -- 8,000,000 $800 $ 39,200 $ -- $ -- $ 40,000
Film property transferred
from a shareholder -- -- -- -- (29,187) -- -- (29,187)
Comprehensive income (loss)
Loss for the period -- -- -- -- -- -- (1,055) (1,055)
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Balance, August 31, 2007 -- $ -- 8,000,000 $800 $ 10,013 $ -- $ (1,055) $ 9,758
Issuance of common stock for
settlement of debt
September 8, 2007, $0.005
per share -- -- 100,000 10 490 -- -- 500
Share subscriptions received -- -- -- -- -- 1,960 -- 1,960
Comprehensive income (loss)
Loss for the period -- -- -- -- -- -- (39,695) (39,695)
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Balance, May 31, 2008 -- $ -- 8,100,000 $810 $ 10,503 $1,960 $(40,750) $(27,477)
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
GIDDY-UP PRODUCTIONS, INC.
(A development stage company)
Statements of Operations
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
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August 30, 2007 Nine months Three months
(inception) to ended ended
May 31, 2008 May 31, 2008 May 31, 2008
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GENERAL AND ADMINISTRATIVE EXPENSES
Accounting 9,678 9,678 1,654
Amortization 1,916 1,916 1,916
Interest 276 276 123
Marketing 1,329 1,329 282
Legal fees 26,123 25,068 2,568
Regulatory fees 225 225 --
Office expenses 1,203 1,203 678
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OPERATING LOSS 40,750 39,695 7,221
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NET LOSS FOR THE PERIOD $ (40,750) $ (39,695) $ (7,221)
BASIC AND DILUTED LOSS PER SHARE $ (0.00) $ (0.00)
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WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
- basic and diluted 8,097,436 8,100,000
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
GIDDY-UP PRODUCTIONS, INC.
(A development stage company)
Statements of Cash Flows
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
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August 30, 2007 Nine months
(inception) to ended
May 31, 2008 May 31, 2008
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CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Loss for the period $(40,750) $(39,695)
Adjustment to reconcile net loss to net cash
used in operating activities:
Amortization 1,916 1,916
Changes in non-cash working capital items
- (increase) decrease in prepaid expense -- 20,000
- increase (decrease) in accounts payable
and accrued liabilities 2,500 1,445
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NET CASH USED IN OPERATING ACTIVITIES (36,334) (16,334)
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CASH FLOWS USED IN INVESTING ACTIVITIES
Website development cost (17,244) (17,244)
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NET CASH USED IN INVESTING ACTIVITIES (17,244) (17,244)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Proceeds from promissory note 10,276 10,276
Increase in due to a director 41,362 21,362
Share subscriptions received 1,960 1,960
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NET CASH PROVIDED BY FINANCING ACTIVITIES 53,598 33,598
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INCREASE IN CASH AND CASH EQUIVALENTS 20 20
CASH AND CASH EQUIVALENTS, beginning of period -- --
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CASH AND CASH EQUIVALENTS, end of period $ 20 $ 20
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
1. INCORPORATION AND CONTINUANCE OF OPERATIONS
Giddy-up Productions, Inc. was formed on August 30, 2007 under the laws of the
State of Nevada. We have not commenced our planned principal operations,
producing motion pictures. We are considered a development stage company as
defined in SFAS No. 7. We have an office in Calgary, Alberta. The Company's
fiscal year end is August 31.
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. We have incurred operating losses and require
additional funds to maintain our operations. Management's plans in this regard
are to raise equity financing as required.
These conditions raise substantial doubt about our ability to continue as a
going concern. These financial statements do not include any adjustments that
might result from this uncertainty.
We have not generated any operating revenues to date.
2. SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
Cash equivalents comprise certain highly liquid instruments with a maturity of
three months or less when purchased. As of May 31, 2008 we had $20 in cash and
no cash equivalents.
Accounting Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates and assumptions.
Advertising Expenses
We expense advertising costs as incurred. Total advertising expenses for the
period ended May 31, 2008 were $1,329.
Loss Per Share
Loss per share is computed using the weighted average number of shares
outstanding during the period. We have adopted SFAS No. 128, "Earnings Per
Share". Diluted loss per share is equivalent to basic loss per share.
Concentration of Credit Risk
We place our cash and cash equivalents with high credit quality financial
institutions. As of May 31, 2008, we had no balance in a bank beyond insured
limits.
Foreign Currency Transactions
We are located and operating outside of the United States of America. We
maintain our accounting records in U.S. Dollars, as follows:
At the transaction date, each asset, liability, revenue and expense is
translated into U.S. dollars by the use of the exchange rate in effect at that
date. At the period end, monetary assets and liabilities are re-measured by
using the exchange rate in effect at that date. The resulting foreign exchange
gains and losses are included in operations.
Fair Value of Financial Instruments
The respective carrying value of certain on-balance-sheet financial instruments
approximated their fair value. These financial instruments include a promissory
note, accounts payable and accrued liabilities, and amounts due to a director.
Fair values were assumed to approximate carrying values for these financial
instruments, except where noted, since they are short term in nature and their
carrying amounts approximate fair values or they are payable on demand.
Management is of the opinion that we are not exposed to significant interest or
credit risks arising from these financial instruments. We operate outside the
United States of America and have significant exposure to foreign currency risk
due to the fluctuation of currency in which we operate.
Income Taxes
We have adopted Statement of Financial Accounting Standards No. 109 (SFAS 109),
Accounting for Income Taxes, which requires us to recognize deferred tax
liabilities and assets for the expected future tax consequences of events that
have been recognized in our financial statements or tax returns using the
liability method. Under this method, deferred tax liabilities and assets are
determined based on the temporary differences between the financial statement
and tax bases of assets and liabilities using enacted tax rates in effect in the
years in which the differences are expected to reverse.
Stock-Based Compensation
The Company adopted SFAS No. 123 (revised), "Share-Based Payment", to account
for its stock options and similar equity instruments issued. Accordingly,
compensation costs attributable to stock options or similar equity instruments
granted are measured at the fair value at the grant date, and expensed over the
expected vesting period. SFAS No. 123 (revised) requires excess tax benefits be
reported as a financing cash inflow rather than as a reduction of taxes paid.
We did not grant any stock options during the period ended May 31, 2008.
Comprehensive Income
We adopted Statement of Financial Accounting Standards No. 130 (SFAS 130),
Reporting Comprehensive Income, which establishes standards for reporting and
display of comprehensive income, its components and accumulated balances. We are
disclosing this information on our Statement of Stockholders' Equity.
Comprehensive income comprises equity except those resulting from investments by
owners and distributions to owners. We have no elements of "other comprehensive
income" for the period ended May 31, 2008.
Film Property and Screenplay Rights
The Company capitalized costs it incurs to buy film or transcripts that will
later be marketed or be used in the production of films according to the
guidelines in SOP 00-02. The Company will begin amortization of capitalized film
cost when a film is released and it begins to recognize revenue from the film.
Accounting for Derivative Instruments and Hedging Activities
We have adopted Statement of Financial Accounting Standards No. 133 (SFAS 133)
Accounting for Derivative and Hedging Activities, which requires companies to
recognize all derivative contracts as either assets or liabilities in the
balance sheet and to measure them at fair value. If certain conditions are met,
a derivative may be specifically designated as a hedge, the objective of which
is to match the timing of gain and loss recognition on the hedging derivative
with the recognition of (i) the changes in the fair value of the hedged asset or
liability that are attributable to the hedged risk or (ii) the earnings effect
of the hedged forecasted transaction. For a derivative not designated as a
hedging instrument, the gain or loss is recognized in income in the period of
change.
We have not entered into derivative contracts either to hedge existing risks or
for speculative purposes.
Long-Lived Assets Impairment
Our long-term assets are reviewed when changes in circumstances require as to
whether their carrying value has become impaired, pursuant to guidance
established in Statement of Financial Accounting Standards No. 144 (SFAS 144),
Accounting for the Impairment or Disposal of Long-Lived Assets. Management
considers assets to be impaired if the carrying value exceeds the future
projected cash flows from the related operations (undiscounted and without
interest charges). If impairment is deemed to exist, the assets will be written
down to fair value.
Website Development Costs
Website development costs are for the development of the Company's Internet
website. These costs have been capitalized when acquired and installed, and are
being amortized over its estimated useful life of three years on a straight line
basis. The Company accounts for these costs in accordance with EITF 00-2,
"Accounting for Website Development Costs," which specifies the appropriate
accounting for costs incurred in connection with the development and maintenance
of websites. Amortization expense was $1,916 for the period ended May 31, 2008.
New Accounting Pronouncements
In March 2008, the FASB issued FASB Statement No. 161 ("SFAS 161"), "Disclosures
about Derivative Instruments and Hedging Activities". SFAS 161 requires
companies with derivative instruments to disclose information that should enable
financial-statement users to understand how and why a company uses derivative
instruments, how derivative instruments and related hedged items are accounted
for under FASB Statement No. 133 "Accounting for Derivative Instruments and
Hedging Activities" and how derivative instruments and related hedged items
affect a company's financial position, financial performance and cash flows.
SFAS 161 is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008. The adoption of this
statement is not expected to have a material effect on the Company's future
financial position or results of operations.
In December 2007, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 160, "Noncontrolling Interests in Consolidated Financial Statements - An
amendment of ARB No. 51".SFAS 160 requires companies with noncontrolling
interests to disclose such interests clearly as a portion of equity but separate
from the parent's equity. The noncontrolling interest's portion of net income
must also be clearly presented on the Income Statement. SFAS 160 is effective
for financial statements issued for fiscal years beginning after December 15,
2008. The adoption of this statement is not expected to have a material effect
on the Company's future financial position or results of operations.
In December 2007, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 141,(revised 2007), "Business Combinations". SFAS 141 (R) applies the
acquisition method of accounting for business combinations established in SFAS
141 to all acquisitions where the acquirer gains a controlling interest,
regardless of whether consideration was exchanged. Consistent with SFAS 141,
SFAS 141 (R) requires the acquirer to fair value the assets and liabilities of
the acquiree and record goodwill on bargain purchases, with main difference the
application to all acquisitions where control is achieved. SFAS 141 (R) is
effective for financial statements issued for fiscal years beginning after
December 15, 2008. The adoption of this statement is not expected to have a
material effect on the Company's future financial position or results of
operations
The FASB has additionally issued SFAS No. 155 to SFAS No. 159 and FIN No. 48 but
they will not have any relationship to the current operations of the Company.
Therefore, a description and its impact on the Company's operations and
financial position for each have not been disclosed.
3. FILM PROPERTY
On August 30, 2007, we entered into a purchase agreement with our President to
acquire all right, title and interest in and to a motion picture titled "Not
That Kind of Girl" for total cash consideration of $40,000. On August 31, 2007,
our President agreed to accept 8,000,000 shares of our common stock in full and
final satisfaction of the $40,000 debt. In accordance with SEC Staff Accounting
Bulletin 5G "Transfers of Non-monetary Assets by Promoters or shareholders",
provided that transfer of non-monetary assets to a company by its promoters or
shareholders in exchange for stock prior to or at the time of the Company's
initial public offering normally should be recorded at the transferor's
historical cost basis determined under GAAP. Pursuant to SEC Staff Accounting
Bulletin 5G, the Company has recorded the film property at its estimated
original cost of $10,813 by crediting the film property with $29,187 and
debiting the additional paid-in capital with $29,187
4. WEBSITE DEVELOPMENT COST
The Company entered into a Website design and service agreement with a Website
Developer which the Website Developer agreed to provide design, development and
integration of a website infrastructure and interface for the Company with a
consideration of US$17,244 (CAD $17,500). As at May 31, 2008, the Company's
website has been substantially completed and recorded amortization expenses of
$1,916.
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May 31, 2008 August 31, 2007
$ $
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Cost 17,244 --
Accumulated amortization (1,916) --
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Net book value 15,328 --
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5. PROMISSORY NOTE
On November 12, 2007, we issued an unsecured promissory note in the amount of
$10,000 to our President. The promissory note accrues interest at the rate of
five per cent per year and is due and payable on demand. As May 31, 2008, the
promissory note with accrued interest amounted to $10,267.
6. PREFERRED AND COMMON STOCK
We have 100,000,000 shares of preferred stock authorized at par value of $0.0001
per share and none issued.
We have 100,000,000 shares of common stock authorized at par value of $0.0001
per share. All shares of stock are non-assessable and non-cumulative, with no
pre-emptive rights.
On August 31, 2007, the Company issued 8,000,000 restricted shares of common
stock for the settlement of $40,000 in debt owed to the president of the
Company. (See note 3)
On September 8, 2007, we issued 100,000 restricted shares of common stock at
$0.005 per share to a director of the Company for the settlement of $500 in
debt.
During the period ended May 31, 2008, the Company received $1,960 for the
subscriptions to purchase 19,600 common stocks at a price of $ 0.10 per share.
7. RELATED PARTY TRANSACTIONS AND COMMITMENTS
Please see note 3, note 5 and note 6.
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
We are a development stage independent motion picture producer having our
principal office located at 409-903 19th Avenue SW, Calgary, AB. Our telephone
number is 403-399-6402. Our facsimile number is 866-900-0582. Our website is
presently being developed and will be located on the Internet at
www.starflick.com.
We are in the business of developing, producing, marketing and distributing
low-budget feature-length films. We have not commenced business operations. To
date, our business activities have been limited to organizational matters,
acquiring film rights, developing our website and the preparation and filing of
a registration statement with regard to our initial public offering.
On February 27, 2008, the Securities and Exchange Commission declared our Form
S-1 Registration Statement (Commission File No. 333-148076 effective. Our
offering commenced on the effective date and will terminate on the earlier of
the date on which we sell all offered shares and the date on which we terminate
the offering, which date will not be later than February 27, 2009. We have not
sold any shares through the offering as of June 28, 2008.
As of May 31, 2008, we had total assets of $26,161 comprised of $20 in cash,
$10,813 in film property and $15,328 in website development costs. This reflects
a decrease of $4,652 of the value of our total assets from $30,813 on August 31,
2007.
As of May 31, 2008, our total liabilities increased to $53,638 from $21,055 as
of August 31, 2007.
We have not generated revenue since the date of inception. We do not presently
have sufficient working capital to satisfy our cash requirements for the next
twelve months of operations.
We do not expect to purchase or sell any significant equipment nor do we expect
any significant changes in the number of our employees.
RESULTS OF OPERATIONS
We posted an operating loss of $7,221 for the quarter ending May 31, 2008, due
primarily to expensing of accounting charges, amortization expenses and legal
fees.
ITEM 3 CONTROLS AND PROCEDURES
As required by Rule 13a-15 under the Exchange Act, we have carried out an
evaluation of the effectiveness of the design and operation of our company's
disclosure controls and procedures as of the end of the period covered by this
quarterly report, being May 31, 2008. This evaluation was carried out under the
supervision and with the participation of our management, including our
president and chief executive officer. Based upon that evaluation, our president
and chief executive officer concluded that our disclosure controls and
procedures are effective. There have been no significant changes in our internal
controls or in other factors, which could significantly affect internal controls
subsequent to the date we carried out our evaluation.
Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in our reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to management, including our president and chief
executive officer as appropriate, to allow timely decisions regarding required
disclosure.
PART II OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
The Company is not a party to any material legal proceedings and to its
knowledge, no such proceedings are threatened or contemplated.
ITEM 1A RISK FACTORS
Not applicable
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
At present, our common stock is not publicly traded.
As of May 31, 2008 there were two owners of record of our common stock.
Dividend Policy
Our Board of Directors may declare and pay dividends on outstanding shares of
common stock out of funds legally available there for in our sole discretion;
however, to date no dividends have been paid on common stock and we do not
anticipate the payment of dividends in the foreseeable future.
Use of Proceeds from Registered Securities
On February 27, 2008, the Securities and Exchange Commission declared our Form
-1 Registration Statement (Commission File No. 333-148076 effective. Our
offering commenced on the effective date and will terminate on the earlier of
the date on which we sell all offered shares and the date on which we terminate
the offering, which date will not be later than February 27, 2009. We have not
sold any shares through the offering as of June 28, 2008.
ITEM 3 DEFAULT UPON SENIOR SECURITIES
Not applicable.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5 OTHER INFORMATION
None
ITEM 6 EXHIBITS
EXHIBIT DESCRIPTION
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31.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1 Officers' Certification
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GIDDY-UP PRODUCTIONS, INC.
Date: July 11, 2008
Zoltan Nagy
President, Chief Executive Officer,
Chief Financial Officer, and
Principal Accounting Officer