Quarterly Report (10-q)

---

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2012

o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File No. 000-54000

Big Sky Productions, Inc.

(Exact name of registrant as specified in its charter)

Nevada	88-0410480
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

12021 Wilshire Blvd. #234 Los Angeles, CA	90025
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: [phone]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

ý Yes            o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

ý Yes            o No (Not required)

   

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   o Yes    ý No

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:  12,063,381 shares of common stock as of December 31, 2011.

 

---

---

 

1

---

 

BIG SKY PRODUCTIONS INC.

FOR THE FISCAL QUARTER ENDED

DECEMBER 31, 2011

INDEX TO FORM 10-Q

 

PART I		Page
Item 1	Financial Statements (Unaudited)	3
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4	Controls and Procedures	13
PART II
Item 1	Legal Proceedings	14
Item 1A	Risk Factors	14
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3	Defaults Upon Senior Securities	14
Item 4	Mine Safety Disclosures	14
Item 5	Other Information	14
Item 6	Exhibits	14
	Signatures	15

     

 

2

---

 

PART I

Item 1

Financial Statements

 

 

BIG SKY PRODUCTIONS, INC.

(A Development Stage Enterprise)

Financial Statements

December 31, 2012

 

 

 

3

---

 

 

BIG SKY PRODUCTIONS, INC.

(A Development Stage Enterprise)

Financial Statements

December 31, 2012

 

CONTENTS

 

	Page(s)
Balance Sheets as of December 31 and June 30, 2012	5
Statements of Operations for the three and six months ended December 31, 2012 and 2011 and the period of February 28, 2008 (inception) to December 31, 2012	6
Statements of Cash Flows for the six months ended December 31, 2012 and 2011 and the period of February 28, 2008 (inception) to December 31, 2012	7
Notes to unaudited financial statements	8 - 11

 

 

 

 

 

 

4

---

 

 

BIGSKY PRODUCTIONS, INC

(A Development Stage Enterprise)

Condensed Balance Sheets

	December 31, 2012				June 30, 2012
	(Unaudited)
ASSETS
Current assets
Cash		$	106			$	-
Prepaid expenses and other current assets			2,019				5,583
Total current assets			2,125				5,583
Equipment, net of accumulated depreciation of $10,595 and $7,380, respectively			2,264				5,479
Total assets		$	4,389			$	11,062
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Bank overdraft		$	-			$	401
Accounts payable			43,902				42,436
Note payable- related party, net of discounts of $1,200 and $767, respectively (Note 4)			10,651				7,733
Deferred revenue			4,405				12,213
Total current liabilities			58,958				62,783
Stockholders' deficit
Common stock, $0.001 par value; 75,000,000 shares authorized; 12,063,381 shares issued and outstanding			12,063				12,063
Additional paid in capital			83,413				82,751
Deficit accumulated during the development stage			(150,045	)			(146,535	)
Total stockholders' deficit			(54,569	)			(51,721	)
Total liabilities and stockholders' deficit		$	4,389			$	11,062

The accompanying notes are an integral part to these unaudited condensed financial statements.

 

 

5

---

 

    

BIGSKY PRODUCTIONS, INC

(A Development Stage Enterprise)

Statements of Operations (Unaudited)

																		From February 28,
																		2008 (inception) to
		Three months ended December 31,								Six months ended December 31,								December 31,
		2012				2011				2012				2011				2012
Revenue		$	3,025			$	91,146			$	7,808				214,161			$	588,725
Cost of revenue			1,586				51,934				3,764				115,131				313,446
Gross margin			1,439				39,212				4,044				99,030				275,279
Operating Expenses
Professional fees			1,340				36,893				1,940				77,032				327,549
Depreciation			1,258				1,780				3,215				2,782				10,595
General and administrative			559				10,075				1,904				20,154				84,945
Total operating expenses			3,157				48,748				7,059				99,968				423,089
Other income (expense)
Gain on foreign currency exchange			-				-				-				-				102
Interest income			-				-				-				-				3
Interest expense			(148	)			(209	)			(495	)			(298	)			(2,340	)
Total other income (expense)			(148	)			(209	)			(495	)			(298	)			(2,235	)
Net loss		$	(1,866	)		$	(9,745	)		$	(3,510	)		$	(1,236	)		$	(150,045	)
Basic and diluted loss per common share		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average shares outstanding			12,063,381				12,063,381				12,063,381				12,063,381

The accompanying notes are an integral part to these unaudited condensed financial statements.

 

 

6

---

 

  

BIGSKY PRODUCTIONS, INC

(A Development Stage Enterprise)

Condensed Statements of Cash Flows

										For the period from
										February 28, 2008
		Six months ended December 31,								(inception) to December
		2012				2011				31, 2012
Cash flows from operating activities
Net loss		$	(3,510	)		$	(1,236	)		$	(150,045	)
Adjustments to reconcile net loss to net cash used in operating activities
Common stock issued for services			-				-				37,658
Depreciation			3,215				2,782				10,595
Amortization of debt discount			229				185				618
Changes in operating assets and liabilities
Accounts receivable			-				2,000				-
Prepaid expenses and other current asset			3,564				2,964				(2,019	)
Accounts payable			1,466				2,715				43,902
Deferred revenue			(7,808	)			(22,859	)			4,405
Net cash used in operating activities			(2,844	)			(13,449	)			(54,886	)
Cash flows from investing activities
Purchase of equipment			-				(5,372	)			(12,859	)
Cash flows from investing activities			-				(5,372	)			(12,859	)
Cash flows from financing activities
Repayment of bank overdraft			(401	)			-				-
Related party payable			3,351				5,000				11,851
Proceeds from sale of stock			-				-				56,000
Net cash provided by financing activities			2,950				5,000				67,851
Net change in cash			106				(13,821	)			106
Cash at beginning of period			-				40,263				-
Cash at end of period		$	106			$	26,442			$	106
Supplemental disclosure of non-cash investing and financing activities:
Issuance of common stock for professional and consulting services		$	-			$	-			$	37,658
Supplemental cash flow Information:
Cash paid for interest		$	-			$	-			$	668
Cash paid for income taxes		$	-			$	-			$	-

The accompanying notes are an integral part to these unaudited condensed financial statements.

 

 

7

---

 

  

BIG SKY PRODUCTIONS, INC.

(A Development Stage Enterprise)

Notes to Unaudited Condensed Financial Statements

Note 1 – Nature of Business

Big Sky Productions, Inc. (the “Company”) was incorporated in the State of Nevada on February 28, 2008. Big Sky Productions, Inc. is developing a business plan as a producer of radio advertisements for small businesses.   To date, our business activities have been limited to organizational matters, reselling of advertising time, developing our website and the preparation and filing of the registration statement. The Company has elected a fiscal year end of June 30.

  

Note 2 - Condensed Financial Statements

 

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at December 31, 2012, and for all periods presented herein, have been made.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s June 30, 2012 audited financial statements. The results of operations for the periods ended December 31, 2012 and 2011 are not necessarily indicative of the operating results for the full year.

Note 3 – Significant Accounting Policies

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.  Areas requiring the use of estimates include impairment of long lived assets, valuation allowance applied to deferred tax assets and useful lives used in the depreciation of equipment. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

All highly liquid investments with maturity of three months or less are considered to be cash equivalents.  There were no cash equivalents as of December 31, 2012.

 

Earnings per Share

FASB ASC 260, “ Earnings Per Share” provides for calculation of "basic" and "diluted" earnings (loss) per share.  Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period.  Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share.  Basic and diluted loss per share were the same, at the reporting dates, as there were no common stock equivalents outstanding.

 

8

---

 

BIG SKY PRODUCTIONS, INC.

(A Development Stage Enterprise)

Notes to Unaudited Condensed Financial Statements

  

Note 3 - Significant Accounting Policies (continued)

Share Based Expenses

ASC 718 "Compensation - Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. , may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: ( a ) the option to settle by issuing equity instruments lacks commercial substance or ( b ) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.

 

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: ( a ) the goods or services received; or ( b ) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.

 

Going concern

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources.  Management's plans to obtain such resources for the Company include (1) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses, and (2) as a last resort, seeking out and completing a merger with an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

9

---

 

BIG SKY PRODUCTIONS, INC.

(A Development Stage Enterprise)

Notes to Unaudited Condensed Financial Statements

Note 3 - Significant Accounting Policies (continued)

Revenue Recognition

The Company's financial statements are prepared under the accrual method of accounting. Revenues are recognized when evidence of an agreement exists, the price is fixed or determinable, collectability is reasonably assured and goods have been delivered or services performed.

The Company derives revenues from the sale of advertising space on its radio program “The Ellis Martin Report.” “The Ellis Martin Report” is a paid news magazine airing on select AM radio stations in the United States.  Clients and/or guests compensate the Company for time on this program to expose their business or stories to the listening audience.

Advertising contracts are structured to run for a time period between 30 and 120 days. Accordingly, revenues are recognized on a pro-rata basis resulting in recognized revenue and deferred revenue of $7,808 and $4,405 respectively for and as of the six months ended December 31, 2012.

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.

Property and Equipment

Property and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.

Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

	Estimated Useful Lives
Furniture and Fixtures	5 - 10 years
Computer Equipment	2 - 5 years
Vehicles	5 - 10 years

For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For audit purposes, depreciation is computed under the straight-line method.   At December 31 and June 30, 2012, the Company had the following property and equipment:

		December 31, 2012				June 30, 2012
Leasehold improvements		$	2,795			$	2,795
Computer and video equipment			10,064				10,064
Sub Total		$	12,859			$	12,859
Accumulated depreciation			(10,595	)			(7,380	)
Total		$	2,264			$	5,479

 

10

---

 

BIG SKY PRODUCTIONS, INC.

(A Development Stage Enterprise)

Notes to Unaudited Condensed Financial Statements

Note 4 – Related Party Transactions

During the six months ended December 31, 2012, the Company received loans totaling $3,351 from a related party to fund operations. There was a total of $11,851 due to related parties as of December 31, 2012.

Notes payable consisted of the following at December 31:

		December 31, 2012				June 30, 2012
Related Party payable		$	11,851			$	8,500
Discount on note			(1,200	)			(767	)
Net Total		$	10,651			$	7,733

The loans are non-interest bearing, due on demand and as such are included in current liabilities. The Company has imputed interest at a rate of approximately 5% for each of the aforementioned notes, which has been recorded as a discount to each note with an increase in paid in capital. Imputed interest expense for the six month ended December 31, 2012 and 2011 was $229 and $185, respectively.

During the six months ended December 31, 2012, the Company paid $0 (2011 - $48,715) in commissions to a director and officer of the Company related to advertising sales during the period. As of December 31, 2012, $2,019 has been deferred and recorded as an other current asset on the balance sheet.

During the six months ended December 31, 2012, the Company incurred $0 (2011 - $1,500) in transcription and administrative services to an officer of the Company.

During the six months ended December 31, 2012, the Company incurred $0 (2011 - $30,000) in management fees to a director and officer of the Company.

Note 5 – Stockholders’ Equity

 

Common Stock

On February 28, 2008, the Company was formed with one class of common stock, par value $0.001. The Company authorized 75,000,000 shares of common stock. At December 31, 2012, the Company had 12,063,381 common shares issued and outstanding. There are no preferred shares authorized, issued or outstanding.  The Company has no stock option plan, warrants or other dilutive securities.

Net loss per common share

Net loss per share is calculated in accordance with FASB ASC 260, “ Earnings Per Share. ” The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted average number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.

Note 6 – Subsequent Events

The Company has evaluated subsequent events through the date of this filing and determined there are none to disclose

 

 

11

---

 

Item 2

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

The following discussion and analysis of our financial condition and plan of operations should be read in conjunction with our unaudited interim financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q.  Various statements have been made herein that may constitute “forward-looking statements”.  Forward-looking statements may also be made in the Company’s other reports filed with or furnished to the United States Securities and Exchange Commission (the “SEC”) and in other documents.  In addition, the Company through its management may make oral forward-looking statements.

Forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from such statements.  The words “believe,” “expect,” “anticipate,” “optimistic,” “intend,” “plan,” “aim,” “will,” “may,” “should,” “could,” “would,” “likely” and similar expressions are intended to identify forward-looking statements.  These statements are not guarantees of future performance, and therefore, you should not put undue reliance upon them.  Some of the statements that are forward-looking include: our ability to successfully implement our business plan; our estimates of revenues and of other expenses associated with our operations; our ability to identify, explore and extract mineralized material; and our ability to generate sufficient cash flows and maintain adequate sources of liquidity to finance our ongoing operations and capital expenditures.  The Company undertakes no obligation to update or revise any forward-looking statements.

CORPORATE HISTORY AND BACKGROUND

Big Sky Productions, Inc. (the “Company”) was incorporated in the State of Nevada on February 28, 2008. The Company has elected a fiscal year end of June 30.

BUSINESS

Our business is focused on (i) film production and distribution, and (ii) servicing prior business from an online news magazine and terrestrial radio program broadcast known as the “Ellis Martin Report”.

Film Production and Distribution

With respect to our film production and distribution business we have been engaged in business planning activities, including researching the industry, developing our economic models and financial forecasts, performing due diligence regarding potential geographic locations most suitable for our services, identifying future sources of capital and developing a business plan as a producer of low-budget motion pictures.  Our Company intends to use North America as its primary area for producing these feature films.   We cannot provide any assurance or guarantee that we will be able to generate revenues in the future years through this activity.

Ellis Martin Report

During the quarter ended September 30, 2012, the Company divested our radio program to our officer and director Ellis Martin. We continue to service prior contracts, and earn limited revenue from such contracts, from such radio show.

Results of Operations

 

The following discussion of the financial condition and results of operations should be read in conjunction with the financial statements included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future.

 

Three Months ended December 31, 2012 and 2011:

Net Revenue

 

2011:  $39,212

2012:  $1,439

 

The decrease in revenues for 2012 was related to decreased revenue from the Ellis Martin Report as we divested ourselves of such radio program and revenues only relate to prior contracts.

Expenses

2011:  $48,748

2012:  $3,157

 

 

12

---

 

The decrease in expenses for 2012 was related to decreased professional fee costs associated with being a public company as the Company ceased reporting with the SEC.

Net Profit (Loss)

 

2011:  ($9,345)

2012:  ($1,866)

Six Months ended December 31, 2012 and 2011:

Net Revenue

 

2011:  $99,030

2012:  $4,044

 

The decrease in revenues for 2012 was related to decreased revenue from the Ellis Martin Report as we divested ourselves of such radio program and revenues only relate to prior contracts.

Expenses

2011:  $99,968

2012:  $7,059

The decrease in expenses for 2012 was related to decreased professional fee costs associated with being a public company as the Company ceased reporting with the SEC.

Net Profit (Loss)

 

2011:  ($1,236)

2012:  ($3,510)

Liquidity and Financial Condition

 

As of December 31, 2012, the Company had current assets of $2,125 and current liabilities of $58,958; our cash balance was $106.

We anticipate that additional capital will be required to implement our business plan for the next 12 months.  In order to obtain the necessary capital, the Company may need to sell additional shares of common stock or borrow funds from private lenders.

Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us or experience unexpected cash requirements that would force us to seek alternative financing.  Further, if we issue additional equity or debt securities as a means of raising additional capital, stockholders may experience dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of common stock.

Summary of Significant Accounting Policies

See Note 3 to our financial statements.

Recent Accounting Pronouncements

See Note 3 to our financial statements.

Off-Balance Sheet Arrangements

  

None.

Item 3

Quantitative and Qualitative Disclosures about Market Risk

Not required for a smaller reporting company.

Item 4

Controls and Procedures

Disclosure Controls and Procedures

 

 

13

---

 

Our management has evaluated, under the supervision and with the participation of our President, Chief Executive and Interim Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) and 15d-15 (b) under the Securities Exchange Act of 1934 (the “Exchange Act”).  Based on that evaluation, our management has concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are not effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our President, Chief Executive and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1

Legal Proceedings

None.

Item 1A

Risk Factors

N/A

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3

Defaults upon Senior Securities

None. 

Item 4

Mine Safety Disclosures

N/A.

Item 5

Other Information

None.

Item 6

Exhibits

Number	Exhibit
31	Certification of Principal Executive and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification of Principal Executive and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document

*  Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability.

 

 

14

---

 

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Big Sky Productions, Inc.
Date:  September 18, 2013		/s/ Ellis Martin
		Ellis Martin, Chief Executive Officer

 

 

 

 

 

15

---