UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K





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





For the fiscal year ended June 30, 2011





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)





1-310-430-1388


(Registrant’s telephone number, including area code)





Securities registered pursuant to Section 12(b) of the Act:
NoneSecurities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


o Yes           ý No





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.


o Yes           ý No





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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o





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 oNon-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).  oYesýNo





State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:  approximately $70,100 at December 31, 2010.





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 June 30, 2011.





DOCUMENTS INCORPORATED BY REFERENCE





None.







1




FORWARD-LOOKING STATEMENTS





This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.  Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any or our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to; increased competitive pressures from existing competitors and new entrants; our ability to efficiently and effectively finance our operations; deterioration in general or regional economic conditions; adverse state or federal legislation or regulation that increases the costs of compliance; ability to achieve future sales levels or other operating results; the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain; changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate; inability to efficiently manage our operations; the inability of management to effectively implement our strategies and business plans; and the other risks and uncertainties detailed in this report.





Throughout this Annual Report on Form 10-K references to “we”, “our”, “us”, “BSP”, “the Company”, and similar terms refer to Big Sky Productions, Inc.














2




INDEX TOFORM 10-K





PART I

PageItem 1
Business
4Item 1A
Risk Factors
6Item 1B
Unresolved Staff Comments
6Item 2
Properties
6Item 3
Legal Proceedings
6Item 4
Mine Safety Disclosures
7PART IIItem 5
Market for Registrant’s Common Equity, Related Stockholder Matters

and Issuer Purchases of Equity Securities
7Item 6
Selected Financial Data
7Item 7
Management’s Discussion and Analysis of Financial Condition and

Results of Operations
7Item 7A
Quantitative and Qualitative Disclosures About Market Risk
9Item 8
Financial Statements and Supplementary Data
9Item 9
Changes in and Disagreements With Accountants on Accounting and

Financial Disclosure
9Item 9A
Controls and Procedures
9Item 9B
Other Information
10PART IIIItem 10
Directors, Executive Officers and Corporate Governance
10Item 11
Executive Compensation
11Item 12
Security Ownership of Certain Beneficial Owners and Management and

Related Stockholder Matters
11Item 13
Certain Relationships and Related Transactions, and Director Independence
12Item 14
Principal Accounting Fees and Services
12PART IVItem 15
Exhibits, Financial Statement Schedules
13





3





PART I





Item 1
Business





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) 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





Our radio program is broadcast during market hours in several key US cities and worldwide on the web featuring small-cap or microcap companies from a variety of industry sectors trading on a number of North American and foreign exchanges. We produce and provide news, general analyst opinions and other programming content. Our content is distributed to radio stations and digital platforms.  We sell radio airtime to customers who discuss their company.  The airtime is purchased from a third party radio airtime broker at a discount to our company. We derive substantially all of our revenue from the sale of 3 minute, 5 minute, and 10 minute and 60 second commercial airtime increments to companies. Our clients who target local/regional audiences generally find that an effective method is to purchase shorter duration interviews, which are principally correlated to our stock and information related programming and content. Our clients who target national audiences generally find that a cost effective method is to purchase longer airtime, which are principally correlated to our news, stock market related programming and content. A growing number of advertisers purchase both local/regional and national airtime. Our goal is to maximize the yield of our available commercial airtime to optimize revenue and profitability.




There are a variety of factors that influence our revenue on a periodic basis, including but not limited to:




·   economic conditions and the relative strength or weakness in the United States economy;




·  advertiser spending patterns and the timing of the broadcasting of our programming, principally the seasonal nature of financial programming;




·  changes in ratings/audience levels for our programming; increases or decreases in our portfolio of program offerings and the audiences of our programs, including changes in the demographic composition of our audience base;




·  advertiser demand on a local/regional or national basis for radio related advertising products; increases or decreases in the size of our advertiser sales force; and




·  competitive and alternative programs and advertising mediums.




4


Our commercial airtime is perishable, and accordingly, our revenue is significantly impacted by the commercial airtime available at the time we enter into an arrangement with a company. Our ability to specifically isolate the relative historical aggregate impact of price and volume is not practical as commercial airtime is sold and managed on an order-by-order basis. We closely monitor advertiser commitments for the current calendar year, with particular emphasis placed on the annual upfront process. We take the following factors, among others, into account when pricing commercial airtime: (1) the dollar value, length and breadth of the order; (2) the desired reach and audience demographic; (3) the quantity of commercial airtime available for the desired demographic requested by the advertiser for sale at the time their order is negotiated; and (4) the proximity of the date of the order placement to the desired broadcast date of the commercial airtime.




The principal components of our operating expenses are programming, production and distribution costs (including affiliate compensation and broadcast rights fees), selling expenses, including commissions, promotional expenses and bad debt expenses, depreciation and amortization, and corporate general and administrative expenses.





We consider our operating cost structure to be largely fixed in nature, and as a result, we need several months lead time to make significant modifications to our cost structure to react to what we view are more than temporary increases or decreases in advertiser demand. This becomes important in predicting our performance in periods when advertiser revenue is increasing or decreasing. In periods where advertiser revenue is increasing, the fixed nature of a substantial portion of our costs means that operating income will grow faster than the related growth in revenue. Conversely, in a period of declining revenue, operating income will decrease by a greater percentage than the decline in revenue because of the lead-time needed to reduce our operating cost structure. If we perceive a decline in revenue to be temporary, we may choose not to reduce our fixed costs, or may even increase our fixed costs, so as to not limit our future growth potential when the advertising marketplace rebounds. We carefully consider matters such as credit and commercial inventory risks, among others, in assessing arrangements with our programming and distribution partners. In those circumstances where we function as the principal in the transaction, the revenue and associated operating costs are presented on a gross basis in the accompanying Statement of Operations. In those circumstances where we function as an agent or sales representative, our effective commission is presented within revenue with no corresponding operating expenses. Although no individual relationship is significant, the relative mix of such arrangements is significant when evaluating operating margin and/or increases and decreases in operating expenses.




Competitive Factors




The motion picture industry is intensely competitive. Competition comes from companies within the same business and companies in other entertainment media that create alternative forms of entertainment.  The industry is currently evolving in such a way that certain multinational multimedia firms will be able to dominate this space because of their control over key film, magazine, and television content, as well as key network and cable outlets.  These organizations have numerous competitive advantages, such as the ability to acquire financing for their projects and to make favorable arrangements for the distribution of completed films.  All of our competitors will likely be organizations of substantially larger size and capacity, with far greater financial and personnel resources and longer operating histories, and may be better able to acquire properties, personnel and financing, and enter into more favorable distribution agreements. Our success will depend on public taste, which is both unpredictable and susceptible to rapid change.




As an independent film production company, we most likely will not have the backing of a major studio for production and distribution support. Consequently, we may not be able to complete a motion picture.




In order to be competitive, we intend to create independent motion pictures that may appeal to a wide range of public taste both in the United States and abroad.  Moreover, by producing our films in Canada we believe that we will be able to significantly reduce production costs, and thereby offer our films to distributors at competitive pricing.   Investors must be aware that at this time we have not produced any film and may not ever be successful in doing so in the future.





Regulations




Big Sky is subject to the following governmental regulation and required to comply in the following areas:




5


Distribution Arrangements




We intend to release our films in the United States through existing distribution companies, primarily independent distributors. We will retain the right for ourselves to market the films on a jurisdiction-by-jurisdiction basis throughout the rest of the world and to market television and other uses separately.  To the extent that we may engage in foreign distribution of our films, we will be subject to all of the governmental regulations of doing business abroad including, but not limited to, government censorship, exchange controls, and copying, and licensing or qualification.  At this point it is not possible to predict, with certainty, the nature of the distribution arrangements and extent of exact governmental regulations that may impact our business.




Intellectual Property Rights




Rights to motion pictures are granted legal protection under the copyright laws of the United States and most foreign countries, including Canada.  These laws provide substantial civil and criminal penalties for unauthorized duplication and exhibition of motion pictures. Motion pictures, musical works, sound recordings, artwork, and still photography are separately subject to copyright under most copyright laws. The results of such investigations may warrant legal action, by the owner of the rights, and, depending on the scope of the piracy, investigation by the Federal Bureau of Investigation and/or the Royal Canadian Mounted Police with the possibility of criminal prosecution.  Under the copyright laws of Canada and the United States, copyright in a motion picture is automatically secured when the work is created and "fixed" in a copy. We intend to register our films for copyright with both the Canadian Copyright Office and the United States Copyright Office.  Both offices will register claims to copyright and issue certificates of registration but neither will "grant" or "issue" copyrights.  Only the expression (camera work, dialogue, sounds, etc.) fixed in a motion picture can be protected under copyright. Registration with the appropriate office establishes a public record of the copyright claim.




Censorship




An industry trade association, the Motion Picture Association of America, assigns ratings for age group suitability for domestic theatrical distribution of motion pictures under the auspices of its Code and Rating Administration. The film distributor generally submits its film to the Code and Rating Administration for a rating. We plan to follow the practice of submitting our motion pictures for ratings.




Labor Laws




Many of the screenplay writers, performers, directors and technical personnel in the entertainment industry who we intend to be involved in our productions are members of guilds or unions that bargain collectively on an industry-wide basis and may have state and governmental regulations that we must comply with.




Employees




Currently, the Company believes the services provided by its officers and directors is sufficient at this time.





Item 1A
Risk Factors





Not required for a smaller reporting company.





Item 1B
Unresolved Staff Comments





Not required for a smaller reporting company.





Item 2
Properties





None.





Item 3
Legal Proceedings





None.





6




Item 4                 Mine Safety Disclosures





Not applicable.





PART II





Item 5
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities





Our Common Stock is currently listed to trade in the over-the-counter securities market through OTC Markets Pink Sheets under the symbol “BGSI”.





The following table sets forth the quarterly high and low prices for our Common Stock since we began trading on January 20, 2011. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.





Bid Prices ($)Quarter Ending
High
LowJune 30, 2011
0.11
0.07March 31, 2011
0.24
0.11





Holders





As of June 30, 2011, we had 53 holders of our common stock.





Dividend Policy





The payment of dividends in the future rests within the discretion of our Board of Directors and will depend upon our earnings, capital requirements and financial condition, as well as other relevant factors.   We do not intend to pay any cash dividends in the foreseeable future, but intend to retain all earnings, if any, for use in our business.





Equity Compensation Plan Information





None.




Recent Sales of Unregistered Securities





None.





Purchases of Equity Securities by the Issuer and Affiliated Purchasers





None.





Item 6
Selected Financial Data





Not required for smaller reporting companies.





Item 7
Management’s Discussion and Analysis of Financial Condition and Results of Operations





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.





7




Years ended June 30, 2011 and 2010:





Gross Revenue





2011:  $160,955


2010:  $38,431





The increase in gross revenues for 2011 was related to increased revenue from the Ellis Martin Report.





Net Revenue





2011:  $81,114


2010:  $7,274





The increased net revenue for 2011 was due to an increased gross revenue, offset by increased costs f revenue associated with delivering higher sales.





Expenses





2011:  $124,199


2010:  $51,828





The increase in expenses for 2011 was related to increased professional fee costs associated with being a public company.





Net Loss





2011:  ($43,651)


2010:  ($44,551)





Liquidity and Financial Condition





As of June 30, 2011, the Company had current assets of $63,401 and current liabilities of $137,739; our cash balance was $40,263.





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.


8




Item 7A
Quantitative and Qualitative Disclosures About Market Risk





Not required for smaller reporting companies.





Item 8
Financial Statements and Supplementary Data





See F-1 hereto.





Item 9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure





None.





Item 9A
Controls and Procedures





Evaluation of Disclosure Controls and Procedures





Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under theSecurities Exchange Act of 1934 (the “Exchange Act”), are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to our management, including our Chief Executive and Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  Rules 13a-15(b) and 15d-15(b) under the Exchange Act, requires us to carry out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2011, being the date of our most recently completed fiscal year end.  This evaluation was implemented under the supervision and with the participation of our Chief Executive and Financial Officer.





Based on that evaluation, our management, including our Chief Executive and Financial Officer have 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 Chief Executive and Financial Officer, as appropriate to allow timely decisions regarding required disclosure.





Management’s Annual Report on Internal Control Over Financial Reporting





Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.  Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of our financial statements for external purposes in accordance with generally accepted accounting principles.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





Our officers have assessed the effectiveness of our internal controls over financial reporting as of June 30, 2011.  In making this assessment, management used the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based upon its assessment, management concluded that, as of June 30, 2011, our internal control over financial reporting was not effective.





This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for smaller reporting companies under Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.




9




Changes in Internal Control over Financial Reporting





During the final quarter of the year ended June 30, 2011, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





Item 9B
Other Information





None.





PART III





Item 10
Directors, Executive Officers and Corporate Governance





Ellis Martin, 55





Chief Executive Officer, Chief Financial Officer, President and Director since inception.





From 2000 to present, Mr. Martin has been the Executive Producer of The Opportunity Show and is the President and CEO of the parent corporation, Sol Media International Ltd.  Sol Media produces and airs syndicated financial and talk radio programs such as The Opportunity Show heard on radio stations across North America. Prior to this employment Mr. Martin has held a variety of broadcasting positions in California, New York and New Mexico.   He has been a member of the Hollywood Screen Actor’s Guild since 1990. He is a founding director of the New Mexico Film Industry Coalition, as well as the Southwest Playwright’s Laboratory.





D. Brett Whitelaw, 57





Vice-President and Director since August 26, 2009.





Since January 2000, Mr. Whitelaw has been an officer and director of Conquest Resources Limited, which trades on the TSX Venture exchange under the ticker symbol “CQR” where he heads up the corporate development and investor relations department.





Mirza Santillan, 33





Vice-President and Secretary since inception.





Since 2007, Ms. Santillan has worked at Sol Media as the Director of Operations where she has been engaged in research, investigation and reporting in addition to her management role. During her tenure at Sol Media, she has assisted in the Company’s radio production of its syndicated national program, “The Opportunity Show.” As Director of Operations she has been responsible for management of the staff, scheduling guests and managing the financial needs of Sol Media. Prior to this employment, Ms. Santillan worked for the Law Offices of L. Edmund Kellogg as Office Manager and a paralegal. She is approved as a paralegal by the American Bar Association. She received her training at Pasadena City College.





Relationships





There are no familial relationships among our officers or directors.  None of our directors or officers are a director in any other reporting companies.  None of our directors or officers have been affiliated with any company that has filed for bankruptcy within the last five years.  The Company is not aware of any proceedings to which any of the Company’s officers or directors, or any associate of any such officer or director, is a party adverse to the Company.




10




Director Qualifications





The Company has determined that Mr. Martin and Mr. Whitelaw are qualified to serve as directors due to their experience in film production, radio programming and public company obligations.





Code of Ethics





The Company’s Board of Directors has approved a Code of Ethics for management relating to financial disclosures and filings related to future reporting requirements. A copy of the Code of Ethics will be made available to you by contacting the Company at its headquarters.





Board Committees





The Board of Directors has no committees due to its small size.  The Board acts as audit committee.





Item 11
Executive Compensation


Name and Principal

Position


Year

Ended

June 30

Salary

$


Other Annual

Compensation

$


Total

$Ellis Martin


2011


30,300



58,950



89,250CEO, CFO, Director


2010






10,100



10,100Mirza Santillan


2011


3,177



-



3,177VP, Secretary


2010


-



11,590



11,590D. Brett Whitelaw


2011


-



-



-VP, Director


2010


-



-



-


Director Compensation
 
 None
 
 Employment Agreements with our Executive Officers
 
 None
 
 Equity Compensation Plans
 
 None.


Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters








The following table provides the names of each person known to the Company to own more than 5% of the outstanding common stock as of June 30, 2011, and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.








Title of Class
Name and Address

of Beneficial Owner

Amount of

Beneficial

Ownership


Percent

of Class*Common Stock
Ellis Martin


5,411,381



44.86
%Common Stock
Mirza Santillan


250,000



2.07
%Common Stock
D. Brett Whitelaw


5,015,000



41.46
%officer and directors as a group



10,676,381



88.39
%





*The percent of class is based on 12,063,381 shares of common stock issued and outstanding as of June 30, 2011




11




Item 13
Certain Relationships and Related Transactions, and Director Independence





Related Transactions





During the year ended June 30, 2011, the Company received a loan from a director totaling $3,500 to fund operations. The loan is non-interest bearing, due on demand and as such is included in current liabilities. Imputed interest has been considered, was determined to be immaterial to the financial statements as a whole and as such is not included herein





During the year ended June 30, 2011, the Company paid $58,950 (2010 - $7,000) in commissions to a director and officer of the Company related to advertising sales during the period. As of June 30, 2011, $20,800 (June 30, 2010 - $929) has been deferred and recorded as an other current asset on the balance sheet.





During the year ended June 30, 2011 the Company incurred $4,057 (2010 - $10,100) in transcription and administrative services to an officer of the Company.





During the year ended June 30, 0211, the Company incurred $30,300 (2010 - $0) in management fees to a director and officer of the Company.





From inception to December 31, 2010 the Company has advanced funds to its President totaling $1,240 to use for future travel. These amounts were recognized during the year ended June 30, 2011.





Director Independence





The Company has no independent directors.





Item 14
Principal Accounting Fees and Services





2010:





Our principal accountant for the year ended June 30, 2010 was Kyle L. Tingle, CPA, LLC.




Audit Fees:
$4,775Audit-Related Fees:
$0Tax Fees:
$0All Other Fees:
$0





2011:





Our principal accountant for the year ended June 30, 2011 is L.L. Bradford.




Audit Fees:
$9,876 (1)Audit-Related Fees:
$12,975 (2)Tax Fees:
$0All Other Fees:
$0


(1)
$4,876 of these fees were incurred by prior principal accountant Kyle L. Tingle, CPA, LLC.


(2)
$11,000 of these fees were incurred by prior principal accountant Davidson & Company LLP, and $1,975 of these fees were incurred by prior principal accountant Kyle L. Tingle, CPA, LLC.




12




PART IV





Item 15
Exhibits, Financial Statement Schedules





Number
Exhibit23.1
Consent of Kyle L. Tingle, CPA, LLC31
Rule 13a-14(a) Certification of Principal Executive and Financial Officer32
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Executive and Financial Officer













13


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:  July 29, 2013
/s/ Ellis MartinEllis Martin, Chief Executive Officer





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.




Signature

Title

Date/s/ D. Brett Whitelaw

Director

July 29, 2013D. Brett Whitelaw/s/ Ellis Martin

Director and Chief Executive Officer

July 29, 2011Ellis Martin

(Principal Executive, Financial and

Accounting Officer)














14





BIG SKY PRODUCTIONS, INC.
 (A Development Stage Enterprise)
 
 Financial Statements
 June 30, 2011 and 2010
 
 
 
 
 
 
 
  BIG SKY PRODUCTIONS, INC.
 (A Development Stage Enterprise)
 
 Financial Statements
 June 30, 2011 and 2010
 
 
 
 
 CONTENTS
 
  Page(s)Report of Independent Registered Accounting Firm
F-1Balance Sheets as of June 30, 2011 and  2010
F-3Statements of Operations for the years ended June 30, 2011 and 2010 and the period of February 28,

2008 (Inception) to June 30, 2011
F-4Statement of Changes in Stockholders’ Equity (Deficit)
F-5Statements of Cash Flows for the years ended June 30, 2011 and 2010 and the period of February 28,

2008 (Inception) to June 30, 2011
F-6Notes to the Financial Statements
F-7 – F-12
  
  AUDIT OPINION
  Report of Independent Registered Public Accounting Firm
 
 
 To the Board of Directors
 BigSky Productions, Inc.
 
 We have audited the accompanying balance sheets of BigSky Productions, Inc. (A Development Stage Enterprise) as of June 30, 2010 and 2009 and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended and the period February 28, 2008 (inception) through June 30, 2010.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits
 
 We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion. 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 audits provide 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 BigSky Productions, Inc. (A Development Stage Enterprise) as of June 30, 2010 and 2009 and the results of its operations and cash flows for the years then ended and the period February 28, 2008 (inception) through June 30, 2010, in conformity with U.S. generally accepted accounting principles.
 
 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has limited operations and has no established source of revenue.  This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 As discussed in Note 6 to the financial statements, the June 30, 2009 financial statements have been restated to correct a misstatement.
 
 
 
 Kyle L. Tingle, CPA, LLC
 
 November 1, 2010
 Las Vegas, Nevada
 F-1
 
 
 
 Report of Independent Registered Public Accounting Firm
 
 
 Board of Directors and Stockholders
 Big Sky Productions, Inc.
 
 We have audited the accompanying balance sheets of Big Sky Productions as of June 30, 2011 and the related statements of operations, stockholders’ equity, and cash flows for the year ended June 30, 2011.  These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
 We conducted our audit in accordance with the 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 misstatements.An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide 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 Big Sky Productions as of June 30, 2011 and the results of its operations, stockholders’ equity, and cash flows for year ended June 30, 2011 in conformity accounting principles generally accepted in the United States of America.
 
 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.
 
 
 /s/L.L.Bradford &Company, LLC
 Las Vegas, Nevada
 July 29, 2013
 F-2
  BIG SKY PRODUCTIONS, INC(A Development Stage Enterprise)Balance Sheets  June 30,2011

2010ASSETSCurrent assetsCash

$
40,263


$
1,233Accounts receivable


2,000



450Prepaid expenses and other current assets (Note 5)


21,138



2,436Total current assets


63,401



4,119Equipment, net of accumulated depreciation of $715 (Note 3)


6,046



-Total assets

$
69,447


$
4,119LIABILITIES AND STOCKHOLDERS' DEFICITCurrent liabilitiesAccounts payable

$
38,796


$
25,662Related party payable (Note 5)


3,500



-Deferred revenue


95,443



3,098Total current liabilities


137,739



28,760Stockholders' DeficitCommon stock, $.001 par value; 75,000,000 shares authorized, 12,063,381

shares issued and outstanding


12,063



12,063Additional paid in capital


81,595



81,595Deficit accumulated during the development stage


(161,950
)


(118,299
)Total stockholders' deficit


(68,292
)


(24,641
)Total liabilities and stockholders' deficit

$
69,447


$
4,119
 See accompanying notes to financial statements.
  F-3
  BIG SKY PRODUCTIONS, INC(A Development Stage Enterprise)Statements of Operations  From February28, 2008Year ended June 30,


(inception) to2011


2010


June 30, 2011Revenue

$
160,955


$
38,431


$
199,386Cost of revenue


79,841



31,157



110,998Gross margin


81,114



7,274



88,388Operating ExpensesProfessional fees


98,149



41,940



213,747Depreciation


715



-



715General and administrative


25,335



9,888



35,313Total operating expenses


124,199



51,828



249,775Other income (expense)Foreign exchange gain


102



-



102Interest income


-



3



3Interest expense


(668
)


-



(668
)Total other income (expense)


(566
)


3



(563
)Net loss applicable to common

shareholders

$
(43,651
)

$
(44,551
)

$
(161,950
)Basic and diluted loss per common

share

$
(0.00
)

$
(0.00
)Weighted average shares outstanding


12,063,381



10,665,222
  See accompanying notes to financial statements.
  F-4
 
 BIGSKY PRODUCTIONS, INC(A Development Stage Enterprise)Statement of Changes in Stockholders' Equity (Deficit)  Common Stock


AdditionalShares


Amount


Paid In

Capital


Accumulated

Deficit


TotalBalance, February 28, 2008 (Inception)


-


$
-


$
-


$
-


$
-Common stock issued for cash, $.001 per share


2,500,000



2,500



-



-



2,500Common stock issued for services, $.0026 per share


8,161,381



8,161



12,897



-



21,058Net loss, period ended June 30, 2008


-



-



-



(2,000
)


(2,000
)Balance, June 30, 2008


10,661,381



10,661



12,897



(2,000
)


21,558Net loss, year ended June 30, 2009


-



-



-



(71,748
)


(71,748
)Balance, June 30, 2009


10,661,381



10,661



12,897



(73,748
)


(50,190
)Common stock issued for cash


1,070,000



1,070



52,430



-



53,500Common stock issued for services


332,000



332



16,268



-



16,600Net loss, year ended June 30, 2010


-



-



-



(44,551
)


(44,551
)Balance, June 30, 2010


12,063,381



12,063



81,595



(118,299
)


(24,641
)Net loss, year ended June 30, 2011


-



-



-



(43,651
)


(43,651
)Balance, June 30, 2011


12,063,381


$
12,063


$
81,595


$
(161,950
)

$
(68,292
)
 
 See accompanying notes to financial statements
  F-5
  BIG SKY PRODUCTIONS, INC(A Development Stage Enterprise)Statements of Cash Flows  For the period fromFebruary 28, 2008Year ended June 30,


(inception) to June 30,2011

2010


2011Cash flows from operating activitiesNet loss

$
(43,651
)

$
(44,551
)

$
(161,950
)Adjustments to reconcile net loss to net cash used in operating activitiesCommon stock issued for services


-



16,600



37,658Depreciation


715







715Changes in operating assets and liabilitiesAccounts receivable


(1,550
)


(450
)


(2,000
)Prepaid expenses and other current assets


(18,702
)


(1,936
)


(21,138
)Accounts payable


13,134



(10,038
)


38,796Deferred revenue


92,345



3,098



95,443Net cash provided by (used in) operating activities


42,291



(37,277
)


(12,476
)Cash flows from investing activitiesPurchase of equipment


(6,761
)


-



(6,761
)Net cash used in investing activities


(6,761
)


-



(6,761
)Cash flows from financing activitiesRelated party payable


3,500



(15,000
)


3,500Proceeds from sale of stock


-



53,500



56,000Net cash provided by financing activities


3,500



38,500



59,500Net change in cash


39,030



1,223



40,263Cash at beginning of period


1,233



10



-Cash at end of period

$
40,263


$
1,233


$
40,263Supplemental disclosure of non-cash investing and financing activities:Issuance of common stock for professional and

consulting services

$
-


$
16,600


$
37,658Supplemental cash flow Information:Cash paid for interest

$
-


$
-


$
-Cash paid for income taxes

$
-


$
-


$
-
 
 See accompanying notes to financial statements.
 F-6
  BIG SKY PRODUCTIONS, INC.
 (A Development Stage Enterprise)
 Notes to 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.
 
 The Company currently has limited operations and, in accordance with ASC 915 “Development Stage Entities,” is considered a Development Stage Enterprise.  The Company has been in the development stage since its formation and has realized minimal revenues from its operations.
 
  Note 2 - Basis of Presentation:
  The accompanying financial statements have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America applicable to financial information and with the rules and regulations of the United States Securities and Exchange Commission.  In the opinion of management, the financial statements include all adjustments necessary for the fair presentation of the results of the periods presented.  All adjustments are of a normal recurring nature.
 
 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 June 30, 2011 or 2010.
 
 F-7
  BIG SKY PRODUCTIONS, INC.
 (A Development Stage Enterprise)
 Notes to Financial Statements
 
 Note 3 - Significant Accounting Policies (continued)
 
 Income taxes
 
 The Company accounts for income taxes under ASC 740 "Income Taxes" which codified SFAS 109, "Accounting for Income Taxes" and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No.  109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
  Fair Value of Financial Instruments
  The Company's financial instruments as defined by FASB ASC 825-10-50 include cash, accounts receivable, related party payable and accounts payable. The fair value of accounts receivable, related party payable and accounts payable approximate the financial statement carrying amounts due to the short-term maturities of these instruments.
 
 FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:
 
 Level 1. Observable inputs such as quoted prices in active markets;
 
 Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
 
 Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.
 
 The Company’s cash was measured using level I inputs.
  Earnings (Loss) Per Share Information
  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.
 
 F-8
 
 BIG SKY PRODUCTIONS, INC.
 (A Development Stage Enterprise)
 Notes to 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.
 
 F-9
  BIG SKY PRODUCTIONS, INC.
 (A Development Stage Enterprise)
 Notes to 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 $160,955 and $95,443 respectively for and as of the year ended June 30, 2011.
 
 Foreign Currency Translation
 
 The Company’s functional currency is the U.S. dollar. Any monetary assets and liabilities that are in a currency other than the U.S. dollar are translated at the rate prevailing at year end. Revenue and expenses in a foreign currency are translated at rates that approximate those in effect at the time of translation. Gains and losses from translation of foreign currency transactions into U.S. dollars are included in current results of operations.
 
 Comparative Figures
 
 Certain comparative figures have been reclassified to conform with the current period’s presentation.
 
 Recent Accounting Pronouncements
 
 ASC 855, Subsequent Events ("ASC 855") (formerly Statement of Financial Accounting Standards No. 165, Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company's evaluation of its subsequent events. ASC 855 defines two types of subsequent events, "recognized" and "non-recognized". Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company implemented the guidance included in ASC 855 as of April 1, 2009. The effect of implementing this guidance was not material to the Company's financial position or results of operations.
 
 In February 2010, the FASB issued amended guidance on subsequent events to alleviate potential conflicts between FASB guidance and SEC requirements. Under this amended guidance, SEC filers are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. This guidance was effective immediately and we adopted these new requirements for the period ended June 30, 2010. The adoption of this guidance did not have a material impact on our financial statements.
 
 F-10
  BIG SKY PRODUCTIONS, INC.
 (A Development Stage Enterprise)
 Notes to Financial Statements
 
 Note 3 - Significant Accounting Policies (continued)
 
 Recent Accounting Pronouncements (continued)
 
 In January 2010, the FASB issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires a roll forward of activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The guidance will become effective for the Company with the reporting period beginning July 1, 2011. The adoption of this guidance will not have a material impact on the Company’s consolidated financial 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 LivesFurniture and Fixtures
5 - 10 yearsComputer Equipment
2 - 5 yearsVehicles
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 June 30, 2011, the Company had the following property and equipment (none at June 30, 2010):
 
 Cost


Accumulated

Depreciation


Net Book

ValueComputer & Video Equipment

$
6,761


$
(715
)

$
6,046
 
 
 Note 4 - Segmented Information
 
 The Company operates in one reportable business segment, being the sale of advertising space. All revenues for the years ended June 30, 2011 and 2010 were earned in the United States. All equipment is located in the United States.
 
 Note 5 – Related Party Transactions
 
 During the year ended June 30, 2011, the Company received a loan from a director totaling $3,500 to fund operations. The loan is non-interest bearing, due on demand and as such is included in current liabilities. Imputed interest has been considered, was determined to be immaterial to the financial statements as a whole and as such is not included herein
  F-11
 BIG SKY PRODUCTIONS, INC.
 (A Development Stage Enterprise)
 Notes to Financial Statements
 
 Note 5 – Related Party Transactions (continued)
 
 During the year ended June 30, 2011, the Company paid $58,950 (2010 - $7,000) in commissions to a director and officer of the Company related to advertising sales during the period. As of June 30, 2011, $20,800 (June 30, 2010 - $929) has been deferred and recorded as an other current asset on the balance sheet.
 
 During the year ended June 30, 2011 the Company incurred $4,057 (2010 - $10,100) in transcription and administrative services to an officer of the Company.
 
 During the year ended June 30, 0211, the Company incurred $30,300 (2010 - $0) in management fees to a director and officer of the Company.
 
 From inception to December 31, 2010 the Company has advanced funds to its President totaling $1,240 to use for future travel. These amounts were recognized during the year ended June 30, 2011.
 
 Note 6 – Income Taxes
 
 The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Deferred taxes are normally provided in the financial statements under ASC Topic No. 740 to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years. Operating loss carry forwards generated during the period from February 28, 2008 (date of inception) through June 30, 2011 of $161,950 will begin to expire in 2028, and may be limited by the provisions of Internal Revenue Code Section 382 and other provisions as to their utilization. Deferred tax assets of approximately $56,693 have been completely offset by a valuation allowance that increased by $15,278 and $15,593 during the years ended June 30, 2011 and 2010, respectively.
 
 The Company follows the provisions of uncertain tax positions as addressed in FASC 740-10-65-1.  The Company recognized no increase in the liability for unrecognized tax benefits.  The Company has no tax positions at June 30, 2011 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.  The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.  No such interest or penalties were recognized during the periods presented.  The Company had no accruals for interest and penalties at June 30, 2011 or 2010.
 
 Note 7 – 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 June 30, 2011 and 2010, 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 averaged number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.
 
 Note 8 – Subsequent Events
 
 The Company has evaluated subsequent events through the date of this filing and determined there are none to disclose.