UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended February 29, 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.
(Exact Name of Registrant as Specified in its Charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
20-0853182
(I.R.S. Employer Identification number)
409 - 903 19TH AVENUE SW, CALGARY, ALBERTA T2T 0H8
(Address of principal executive offices) (Zip Code)
Issuer'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 February 29, 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
GIDDY-UP PRODUCTIONS, INC.
(A development stage company)
Balance Sheets
February 29, 2008
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------------------------
February 29, 2008 August 31, 2007
--------------------------------------------------------------------------------------------------
ASSETS
CURRENT
Cash and cash equivalents $ 615 $ -
Prepaid expense 6,637 20,000
--------------------------------------------------------------------------------------------------
CURRENT ASSETS 7,252 20,000
FILM PROPERTY (Note 3) 10,813 10,813
--------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 18,065 $ 30,813
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
LIABILITIES
CURRENT
Promissory note - related party $ 10,152 $ -
Accounts payable and accrued liabilities - 1,055
Due to a director 30,130 20,000
--------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 40,282 21,055
--------------------------------------------------------------------------------------------------
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
ADDITIONAL PAID-IN CAPITAL 10,503 10,013
(DEFICIT) ACCUMULATED DURING THE DEVELOPMENT STAGE (33,530) (1,055)
--------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY) (22,217) 9,758
--------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) $ 18,065 $ 30,813
==================================================================================================
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 February 29, 2008
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
----------------------------------------------------------------------------------------------------------------------------------
(Deficit)
accumulated
during Total
Preferred stock Common stock Additional development stockholders'
Shares Amount Shares Amount paid-in capital 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)
----------------------------------------------------------------------------------------------------------------------------------
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
Comprehensive income (loss)
Loss for the period - - - - - (32,475) (32,475)
----------------------------------------------------------------------------------------------------------------------------------
Balance, February 29, 2008 - $ - 8,100,000 $ 810 $ 10,503 $ (33,530) $ (22,217)
==================================================================================================================================
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)
-------------------------------------------------------------------------------------------------------------------
August 30, 2007 Six months Three months
(inception) to ended ended
February 29, 2008 February 29, 2008 February 29, 2008
-------------------------------------------------------------------------------------------------------------------
GENERAL AND ADMINISTRATIVE EXPENSES
Accounting 8,025 8,025 3,149
Interest 152 152 152
Marketing 1,047 1,047 1,006
Legal fees 23,555 22,500 2,500
Regulatory fees 225 225 100
Office expenses 526 526 432
-------------------------------------------------------------------------------------------------------------------
OPERATING LOSS 33,530 32,475 7,339
-------------------------------------------------------------------------------------------------------------------
NET LOSS FOR THE PERIOD $ (33,530) $ (32,475) $ (7,339)
BASIC AND DILUTED LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00)
===================================================================================================================
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
- basic and diluted 8,095,580 8,100,000
===================================================================================================================
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)
---------------------------------------------------------------------------------------------------------------
August 30, 2007 Six months
(inception) to ended
February 29, 2008 February 29, 2008
---------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Loss for the period $ (33,530) $ (32,475)
Changes in non-cash working capital items:
- (increase) decrease in prepaid expense (6,637) 13,363
- increase (decrease) in accounts payable and accrued liabilities - (1,055)
---------------------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES (40,167) (20,167)
---------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Proceeds from promissory note 10,152 10,152
Increase in due to directors 30,630 10,630
---------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 40,782 20,782
---------------------------------------------------------------------------------------------------------------
INCREASE IN CASH AND CASH EQUIVALENTS 615 615
CASH AND CASH EQUIVALENTS, beginning of period - -
---------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, end of period $ 615 $ 615
===============================================================================================================
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 February 29, 2008 we did not have
any cash or 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 February 29, 2008 were $1,006.
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 February 29, 2008, we had no balance in a bank and $nil
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 remeasured by
using the exchange rate in effect at that date. The resulting foreign exchange
gains and losses are included in operations.
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
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 February 29, 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 February 29, 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.
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
New Accounting Pronouncements
In June 2006, FASB issued FASB Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109",
which prescribes a recognition threshold and measurement attribute for the
financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. FIN 48 also provides guidance on
de-recognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition. FIN 48 is effective for fiscal years
beginning after December 15, 2006. The adoption of FIN 48 had no material effect
on the Company's financial condition or results of operations.
In September 2006, FASB issued SFAS No. 157, "Fair Value Measurements" which
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles (GAAP), and expands disclosures about
fair value measurements. Where applicable, SFAS No. 157 simplifies and codifies
related guidance within GAAP and does not require any new fair value
measurements. SFAS No. 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods within those
fiscal years. Earlier adoption is encouraged. The Company does not expect the
adoption of SFAS No. 157 to have a material effect on its financial condition or
results of operations.
In September 2006, the SEC announced Staff Accounting Bulletin No. 108 ("SAB
108"). SAB 108 addresses how to quantify financial statement errors that arose
in prior periods for purposes of assessing their materiality in the current
period. It requires analysis of misstatements using both an income statement
(rollover) approach and a balance sheet (iron curtain) approach in assessing
materiality. It clarifies that immaterial financial statement errors in a prior
SEC filing can be corrected in subsequent filings without the need to amend the
prior filing. In addition, SAB 108 provides transitional relief for correcting
errors that would have been considered immaterial before its issuance. The
adoption of SAB 108 had no material effect on the Company's financial condition
or results of operations.
In February 2007, the FASB issued SFAS No. 159, "The fair value Option for
Financial Assets and Financial Liabilities - Including an Amendment of FASB
Statement No. 115". This statements objective is to improve financial reporting
by providing the Company with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities differently without
having to apply complex hedge accounting provisions. This statement is expected
to expand the use of fair value measurement, which is consistent with the FASB's
long-term measurement objective for accounting for financial instruments. The
adoption of SFAS 159 did not have an impact on the Company's financial
statements. The Company presently comments on significant accounting policies
(including fair value of financial instruments) in Note 2 to the financial
statements.
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 debtIn 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. 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.
5. 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
preemptive 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.
6. RELATED PARTY TRANSACTIONS AND COMMITMENTS
Please see note 3, note 4 and note 5.
7. COMMITMENTS
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 CAD $18,550. As at February 29, 2008, the Company has advanced
$6,637 (CAD $7,000) to the Website Developer, which has been included in prepaid
expenses.
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 April 4, 2008.
As of February 29, 2008, we had total assets of $18,065 comprised of $615 in
cash and $6,637 in prepaid expenses. This reflects a decrease of $12,748 of the
value of our total assets from $30,813 on August 31, 2007.
As of February 29, 2008, our total liabilities increased to $40,282 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 $32,475 for the quarter ending February 29, 2008,
due primarily to accounting, legal fees and transfer agent 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 February 29, 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 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
At present, our common stock is not publicly traded.
As of February 29, 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 therefor 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
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 April 4, 2008.
ITEM 3. DEFAULT UPON SENIOR NOTES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
EXHIBIT DESCRIPTION
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: April 10, 2008 /s/ Zoltan Nagy
Zoltan Nagy
President, Chief Executive Officer,
Chief Financial Officer, and
Principal Accounting Officer