UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




Form 10-Q





[X]  QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended July 31,  2012[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________ to __________





000-54154Commission File NumberFulucai Productions Ltd.(Exact name of registrant as specified in its charter)Nevada
68-0680436(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)161 Silverado Ponds Way S.W., Calgary, AB
T2X 0B7(Address of principal executive offices)
(Zip Code)(403) 630-4319(Registrant’s  telephone number, including area code)(Former name, former address and former fiscal year, if changed since last report)





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 preceding 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.





Yes [X]  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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).





Yes [ X ]  No [  ]





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
[  ]
Accelerated filer
[  ]Non-accelerated filer
[  ]
Smaller reporting company
[X](Do not check if a smaller reporting company)








Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).





Yes [ ] No [X]





APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS DURING THE PRECEDING FIVE YEARS:





Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.





Yes [  ]  No [  ]





APPLICABLE ONLY TO CORPORATE ISSUERS





90,000,000 common shares outstanding as of September 9, 2012(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)





.


2


FuLuCai Productions Ltd.





TABLE OF CONTENTS





PagePART I – Financial InformationItem 1.
Financial Statements
4Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
5Item 3.
Quantitative and Qualitative Disclosures About Market Risk
6Item 4.
Controls and Procedures
6PART II – Other InformationItem 1.
Legal Proceedings
8Item 1A.
Risk Factors
8Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
8Item 3.
Defaults Upon Senior Securities
8Item 4.
Mine Safety Disclosures
8Item 5.
Other Information
8Item 6.
Exhibits
9Signatures
10








3


PART I – FINANCIAL INFORMATION





FULUCAI PRODUCTIONS LTD.





UNAUDITED FINANCIAL STATEMENTS


FOR THE THREE MONTH PERIODS ENDED JULY 31, 2012 AND JULY 31, 2011


AND FOR THE PERIOD FROM INCEPTION (MARCH 26, 2010) TO JULY 31, 2012





REPORTED IN UNITED STATES DOLLARS





ITEM 1.  FINANCIAL STATEMENTS





The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  All such adjustments are of a normal recurring nature.  Operating results for the three month period ended July 31, 2012, are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2013.  For further information refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2012.











PageBalance Sheets
F-1Statements of Operations
F-2Statements of Cash Flows
F-3Notes to Financial Statements
F-4 to F-9








4


FULUCAI PRODUCTIONS LTD.

(A development stage enterprise)

Balance Sheets

(Unaudited)July 31,

2012


April 30, 2012AssetsCurrent assetsCash

$
8,751


$
2,718Total current assets


8,751



2,718Property and equipment, net


12,815



14,689Total assets

$
21,566


$
17,407Liabilities and Shareholders’ EquityCurrent liabilitiesAccounts payable and accrued expenses

$
23,029


$
15,187Accounts payable – related party


14,512



5,057Loan payable – related parties


5,977



-Total current liabilities


43,518



20,244Shareholders’ Equity (Deficit)Common stock  -  $0.0001 par value, 200,000,000 shares authorized,

90,000,000 and 90,000,000 shares issued and outstanding as of July 31, 2012 and April 30, 2012,  respectively


9,000



9,000Additional paid in capital


108,000



108,000Accumulated deficit during the development stage


(138,952
)


(119,837
)Total Shareholders' Equity (Deficit)


(21,952
)


(2,837
)Total Liabilities and Shareholders' Equity (Deficit)

$
21,566


$
17,407








The accompanying notes are an integral part of these financial statements





F-1


FULUCAI PRODUCTIONS LTD.

(A development stage enterprise)

Statements of Operations

(Unaudited)Inception(March 26, 2010)Three months ended July 31,


Through2012


2011


July 31, 2012Revenues

$
-


$
15,750


$
15,750Expenses:Depreciation


1,874



1,572



9,678Professional fees


10,757



6,804



65,184Video production


-



-



33,880Consulting fees


-



7,000



7,000General and administration


6,484



1,941



38,960Total operating expenses


19,115



17,317



154,702(Loss) from operations


(19,115
)


(1,567
)


(138,952
)Other income (expense):


-



-



-(Loss) before taxes


(19,115
)


(1,567
)


(138,952
)Provision (credit) for taxes on income:


-



-



-Net (loss)

$
(19,115
)

$
(1,567
)

$
(138,952
)Basic earnings (loss) per common share

$
(0.00
)

$
(0.00
)Weighted average number of shares outstanding


90,000,000



90,000,000








The accompanying notes are an integral part of these financial statements








F-2


FULUCAI PRODUCTIONS LTD.

(A development stage enterprise)

Statements of Cash Flows

(Unaudited)Inception(March 26, 2010)Three months ended July 31,


Through2012


2011


July 31, 2012Cash flows from operating activities:Net (loss)

$
(19,115
)

$
(1,567
)

$
(138,952
)Adjustments to reconcile net (loss) to net cash provided (used) by operating activitiesDepreciation


1,874



1,572



9,678Changes in current assets and liabilities:Accounts payable and accrued expenses


7,842



3,728



23,029Accounts payable - related parties


9,455



12,700



14,512Customer deposits


-



(15,750
)


-Net cash flows provided (used) by operating activities


56



683



(91,733
)Cash from Investing Activities:Purchase equipment


-



(665
)


(22,493
)Net cash flows used in investing activities


-



(665
)


(22,493
)Cash flows from financing activities:Proceeds from sale of common stock, net of offering costs


-



-



117,000Proceeds from related party loans


5,977



-



8,977Repayment of related party loans


-



-



(3,000
)Net cash flows from financing activities


5,977



-



122,977Net increase (decrease) in cash  and cash equivalents


6,033



18



8,751Cash and equivalents, beginning of period


2,718



57,780



-Cash and equivalents, end of period

$
8,751


$
57,798


$
8,751Supplemental cash flow disclosures:Cash paid for interest

$
-


$
-


$
-Cash paid for income taxes

$
-


$
-


$
-








The accompanying notes are an integral part of these financial statements





F-3


FULUCAI PRODUCTIONS LTD.


(A development stage enterprise)


Notes to the Financial Statements


July 31, 2012


(Unaudited)





Note 1 - Organization and summary of significant accounting policies





Following is a summary of our organization and significant accounting policies:





Organization and nature of business –Fulucai Productions Ltd. (identified in these footnotes as “we” or “the Company”) is a Nevada corporation incorporated on March 26, 2010. We are currently based in Calgary, Alberta, Canada. We intend to operate in the U.S. and Canada. Our fiscal year end is April 30 for financial reporting purposes. Our website can be viewed at www.fulucai.tv.





Currently, we are a television and movie production company. Our initial plan of operation was to develop reality-based show concepts for sale to television and Internet production interests. This planned development was expected to include the production of “trailers”. Trailers are short videos that demonstrate the concept to potential buyers. We developed our first reality show, however, we were unable to find a buyer and we determined to undertake production of a full-length feature film and have just completed our first project.





On June 29, 2012, the Company finalized negotiations with Equine Venture Group, Inc. (“Equine”) and entered into an acquisition agreement with Equine and Equine’s sole shareholder, Jennifer Serek (“Serek”) to acquire all of the issued and outstanding shares of Equine. Under the terms of the acquisition agreement, we will acquire the shares of Equine by way of the issuance of a total of five million restricted shares of the common stock of the Company to Equine’s shareholder, Serek with one million shares to be issued on closing and a further one million shares to be issued on each anniversary of closing. Further to the terms of the acquisition agreement, the existing assets of the Company shall be transferred to James Durward or his assigns, the Company’s former director and President in exchange for the return to treasury by James Durward of fifteen million restricted shares of common stock of the Company.





On July 27, 2012, Mr. James Durward and Mr. Gordon Rix resigned as officers and directors of the Company.   Ms. Jennifer Serek was appointed the sole officer and director of the Company.





The acquisition has not yet closed.





In the current development stage, we anticipate incurring operating losses as we implement our business plan.





Basis of presentation -The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles applicable to development stage enterprises.





Use of 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.





Cash and cash equivalents -For purposes of the statement of cash flows, we consider all cash in banks, money market funds, and certificates of deposit with an original maturity of less than three months to be cash equivalents.





F-4


FULUCAI PRODUCTIONS LTD.


(A development stage enterprise)


Notes to the Financial Statements


July 31, 2012


(Unaudited)





Note 1 - Organization and summary of significant accounting policies (continued):





Fair value of financial instruments and derivative financial instruments- The carrying amounts of cash and current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of our foreign exchange, commodity price or interest rate market risks.





Fixed assets -Property, plant and equipment is valued at cost less accumulated depreciation and impairment losses. If the costs of certain components of an item of property, plant and equipment are significant in relation to the total cost of the item, they are accounted for and depreciated separately. Depreciation expense is recognized using the straight-line method and is amortized over the estimated useful life of the related asset. The following useful lives are assumed:





Furniture & office equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 - 5 years





Revenue recognition for services –The Company recognizes revenue for services using the completed performance method, which is applied whenmore than one act must be performed to complete a service, and when the final act is so significant to the entire transaction taken as a whole, that performance cannot be considered to have taken place until the performance of that final act occurs, at which time revenue in respect of the service will be recognized.





Federal income taxes - Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with ASC Topic 740 regarding Accounting for Income Taxes, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carryforwards. 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. The Company provides deferred taxes for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not.





Net income per share of common stock – We have adopted ASC Topic 260 regarding Earnings per Share, which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.





Development Stage Company -The accompanying financial statements have been prepared in accordance with ASC Topic 915 "Accounting and Reporting by Development Stage Enterprises". A development stage enterprise is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenue therefrom. Development stage companies report cumulative costs from the enterprise's inception.





F-5


FULUCAI PRODUCTIONS LTD.


(A development stage enterprise)


Notes to the Financial Statements


July 31, 2012


(Unaudited)





Note 2 – Going concern:





At July 31, 2012, we had limited operations and we expect to incur development stage operating losses as we continue to develop our operating business. We raised sufficient funds under our prospectus offering to fund our initial business plan, and we intend to rely on our officers and directors to perform essential functions without compensation until we raise sufficient funding for ongoing operations or until revenues from operations commence. We do not have sufficient funds to fund our operations over the next twelve months based on our current budgets and business plan. As we progress the development of our business we may need to raise additional capital, the amounts of which cannot be known at this time.





There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon achieving success in our required television development efforts or closing the acquisition of Equine and achieving success in the business of training and marketing show horses and ultimately having a profitable level of operations.





Note 3 – Acquisition of Media Rights





On inception, our Company’s CEO and a director at that time, Mr. James Durward, transferred all rights to the title and interest he held along with all ancillary rights in the following original work written by himself: “The Real Deal”, Writers Guild of Canada Reg. # S10-00417 (the “Properties”). Mr. Durward became the controlling shareholder of the Company on April 28, 2010. We have not placed any value on these Properties due to the additional difficulty and expense of securing appraisals to comply with ASC Topic 926 (Entertainment-Films). In respect of these and all future properties Mr. Durward has a 5% (five percent) gross overriding royalty on all revenues generated. Our former CFO, Secretary Treasurer and member of the Board Mr. Gordon Rix holds a 1% (one percent) gross overriding royalty on all broadcast licensing revenues generated by “The Real Deal”. Mr. Douglas MacLeod, an unrelated third party also holds a .5% (one half of one percent) gross overriding royalty on all broadcast licensing revenues generated by “The Real Deal”, bringing total broadcast licensing royalties payable to all parties to 6.5% (six and one half percent).





On October 14, 2011, the Company and its then President, James Durward, entered into a Royalty Agreement whereby the Company has acquired all rights (“Rights”) to the intellectual property known as “All the Wrong Reasons” as registered with the Writer’s Guild of America Registration Number 1533357 (the “Production”). The Production has been re-named "Inevitable". In return for the Rights, the Company has agreed to pay James Durward a 20% gross overriding royalty on any and all worldwide revenues generated by, or derived from, the Production.





As of February 20, 2012, the Production was completed. Production costs were approximately $11,000. The Company submitted the Production to a variety of film festivals world-wide in an attempt to have it picked up for distribution. No such distribution arrangements exist at this time and the terms and conditions of any such a distribution deal, if reached, are unknown.





Note 4 – Service agreements





On March 28, 2011, Fulucai Productions Ltd. (the “Company”) and Octacation Productions Ltd. (“Octacation”) entered into a Development Agreement (the “Agreement”) whereby the Company was to provide video production and post-production services (the “Services”) for the development of a marketing video (the “Trailer”) for Octacation’s movie, “Smack in the Middle of Nowhere”.





Under the terms of the Agreement, the Company was to provide video production and post-production services, voice acquisition and mixing, sound effects, non-union actors, craft services, direction, and editing. Any and all other services, including music, are considered extras and billed on a cost-plus-20% basis.





F-6


FULUCAI PRODUCTIONS LTD.


(A development stage enterprise)


Notes to the Financial Statements


July 31, 2012


(Unaudited)





Note 4 – Service agreements (continued)





Gordon Rix, a director and officer of the Company at that time licensed the rights to “Smack in the Middle of Nowhere” to Octacation Productions Ltd. Mr. Rix abstained from voting on the entry into the Agreement between Octacation and the Company.





On or before April 29, 2011, Octacation was to provide the Company with ten (10) storyboarded scenes and scripted dialogue, if any, to be used by the Company as guidance for the Trailer production. Prior to April 29, 2011, Octacation delivered to the Company the required storyboarded scenes and planning of the trailer commenced.





Octacation agreed to pay the Company a total of US$40,000 for the Trailer development, $15,750 of which was paid upon signing of the Agreement with the balance due within 30 days of the closing of Octacation’s contemplated financing on Form S-1 Registration Statement, which was originally filed on March 22, 2011. The Company was required to deliver the complete Trailer within six months of the final payment. On May 31, 2011, Octacation advised the Company they had withdrawn their Form S-1 Registration Statement and would not be proceeding with the trailer. The Company invoiced Octacation for the amount of the deposit and recorded $15,750 as income for work completed on the project. The balance of the contract was cancelled.





Note 5 – Property and equipment





Property and Equipment consisted of the following at July 31, 2012 and April 30, 2012.





July 31, 2012


April 30, 2012Computer and production equipment

$
22,493


$
22,493Less accumulated depreciation/amortization


(9,678
)


(7,804
)Property and equipment, net

$
12,815


$
14,689





Note 6 – Common Stock





As of July 31, 2012, the Company was authorized to issue 200,000,000 shares of common stock, par value $0.0001 common stock, of which 90,000,000 shares of common stock are issued and outstanding.





Note 7 – Related Party Transactions





During the three month period ended July 31, 2012, the Company received invoices from Mr. Durward, a former director and officer of the Company and a shareholder of the Company, totaling the amount of $9,455 (2011- $12,700) for costs related to video production, equipment, advances for the payment of Company invoices and general administration expenses paid by Mr. Durward on behalf of the Company. The Company did not make any cash payments to Mr. Durward, leaving the amount of $14,512 due and owing to Mr. Durward as accounts payable – related party as at July 31, 2012.





Mr. Durward and Mr. Rix, both of whom are the former directors and officers of the Company hold gross overriding royalties on all revenues generated by the Company’s Properties. Please refer to Note 3 - Acquisition of Media Rights for further details.








F-7


FULUCAI PRODUCTIONS LTD.


(A development stage enterprise)


Notes to the Financial Statements


July 31, 2012


(Unaudited)





Note 7 – Related Party Transactions (continued)





On October 14, 2011, the Company and its then President, James Durward, entered into a Royalty Agreement whereby the Company has acquired all rights (“Rights”) to the intellectual property known as “All the Wrong Reasons” as registered with the Writer’s Guild of America Registration Number 1533357 (the “Production”). Mr. Durward will receive a 20% gross overriding royalty on any and all worldwide revenues generated by, or derived from, the Production. Please refer to Note 3 - Acquisition of Media Rights for further details.





During the three month period ended July 31, 2012, the Company received funds in the amount of $5,977 (CAD$6,000) from a shareholder of the Company. The Company did not make any cash payments, leaving the amount of $5,977 due and owing to the shareholder as loan payable – related parties as at July 31, 2012.





Note 8 - Income taxes





The provision (benefit) for income taxes for the three months period ended July 31, 2012 was as follows (assuming a 34 percent effective tax rate):





July 31, 2012Current Tax Provision:Federal-Taxable income

$
-Total current tax provision

$
-Deferred Tax Provision:Federal-Loss carryforwards

$
6,499Change in valuation allowance


(6,499
)Total deferred tax provision

$
-





The Company had deferred income tax assets as of July 31, 2012, and April 30, 2012 as follows:





July 31, 2012


April 30, 2012Loss carryforwards

$
47,243


$
40,744Less - valuation allowance


(47,243
)


(40,744
)Total net deferred tax assets

$
-


$
-





The Company provided a valuation allowance equal to the deferred income tax assets for the three months period ended July 31, 2012   because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards. As of July 31, 2012, the Company had approximately $138,952 (April 30, 2012 - $119,837) in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and begin to expire in the year 2029.





The Company accounts for income taxes in accordance with ASC Topic No. 740, “Income Taxes.” This standard requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carryforwards.





The Company has no tax positions at July 31, 2012 or April 30, 2012for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.


F-8





FULUCAI PRODUCTIONS LTD.


(A development stage enterprise)


Notes to the Financial Statements


July 31, 2012


(Unaudited)





Note 8 - Income taxes (continued)





The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the three months period ended July 31, 2012 the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at July 31, 2012 or April 30, 2012.





Note 9- Recent accounting pronouncements





There are no new pronouncements that have current application to the Company, or may be applicable to the Company's future financial reporting.





Note 10– Subsequent Events




On or about August 1, 2012, Child, Van Wagoner & Bradshaw, PLLC (“CVB”), the principal accountant for the Company ceased its accounting practice for SEC reporting companies. At or about the same time Anderson Bradshaw PLLC was established as a successor firm to CVB to continue performing audits for SEC reporting companies. As Anderson Bradshaw is viewed as a separate legal entity, the Company dismissed CVB as its principal accountant and engaged Anderson Bradshaw, as the Company's principal accountant for the Company's fiscal year ending April 30, 2013 and the interim periods for 2012 and 2013. As the Company does not have an audit committee, the decision to change principal accountants was approved by the Company's Board of Directors.
 
 On September 5, 2012, Ms. Jennifer Serek resigned as President, Chief Executive Officer and Treasurer of FuLuCai productions Ltd. (the “Company”).Ms. Serek remains the Secretary and a Director of the Company.  On September 5 2012, the Board of Directors appointed John Carl Anderson the President, Chief Executive Officer Treasurer and a Director of the Company.  On September 17, 2012, Mr. John Carl Anderson, resigned as President, Chief Executive Officer, Treasurer and a Director of the Company and Mr. John Demoleas was appointed President, Chief Executive Officer, Treasurer and a Director of the Company.
 
 The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there were no events to disclose.


9


ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


This quarterly report contains forward-looking statements relating to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.





Such factors include, among others, the following:  international, national and local general economic and market conditions;  demographic  changes; the ability of the Company to sustain,  manage or  forecast  its growth;  the ability of the Company to successfully make and integrate acquisitions;  raw material costs and availability;  new product  development and  introduction;  existing  government regulations  and  changes  in,  or  the  failure  to  comply  with,   government regulations;  adverse publicity;  competition; the loss of significant customers or suppliers;  fluctuations  and  difficulty in forecasting  operating  results; changes in business strategy or development  plans;  business  disruptions;  the ability  to attract  and  retain  qualified  personnel;  the  ability to protect technology; and other factors referenced in this and previous filings.





Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance.  Except as required by applicable law and including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.





Given these uncertainties, readers of this Form 10-Q and investors are cautioned not to place undue reliance on such forward-looking statements.  We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.





All dollar amounts stated herein are in US dollars unless otherwise indicated.





The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States of America.  The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the year ended April 30, 2012, along with the accompanying notes.  As used in this quarterly report, the terms "we", "us", "our", and the "Company" means Fulucai Productions Ltd.





Liquidity and Capital Resources





As of July 31, 2012, we had total assets of $21,566 ($17,407 as at April 30, 2012) comprised of $8,751 in cash and $12,815 in fixed assets, being equipment and software. This reflects an increase of $4,159 in the value of our total assets from $17,407 on April 30, 2012. The increase in assets is due to cash advances made from a shareholder. As of July 31, 2012, our total liabilities increased to $43,518 from $20,244 as of April 30, 2012 due to an increase in accounts payable, accounts payable- related-party and loan payable – related parties.   During the three months ended July 31, 2012 we did not generate any revenues as compared to the three months ended July 31, 2011 when we generated $15,750 in revenues due to a production contract for our services.





We do not have sufficient working capital to satisfy our cash requirements for the next twelve months of operations.





We are in transition on a current acquisition which we hope to close by September 30, 2012.   Should that acquisition close then the Company anticipates it will require a minimum of $3,000,000 to effect the business plan which is the buying, training and reselling of competitive jumping and show horses. Should this acquisition close the new management is planning to undertake a $3,000,000 equity funding. There can be no assurance they will be successful in raising any funds under the planned funding.





5


Management has determined it may also continue with our movie production business for a period of time as there may be value in being able to produce video production on our jumping and show horses.  We anticipate we will require a minimum of $250,000 to be expended on our ongoing operations for video production and filming, bringing total funds required to $3,250,000 for the twelve months, after taking into account the capital needs for both of our businesses. We do not have sufficient funds for the next twelve months of operations. We will be required to raise additional capital to continue operations. There can be no assurance that we will be able to raise any funds on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we may be forced to cease the operation of the business. We currently do not have any negotiated funding available. It is unsure as to how we will raise the required funds to continue our current business.





There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon achieving success in our television development efforts and ultimately having a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.





Results of Operations





Our operating results for the three month periods ended July 31, 2012 as compared to July 31, 2011 are described below.





Revenue





During the three month period ended July 31, 2012 we did not earn any revenue as compared to revenue earned of $15,750 during the comparable three month period ended July 31, 2011.  We do not anticipate earning additional revenues until such time as we have obtained successful results including but not limited to completing our current movie project or developing an interest for our reality show concept and entering into distribution agreements to successfully market and distribute our projects or from the training and re-selling of show horses should we complete the Equine acquisition.  It is unlikely that we will generate any revenue from any of our current projects in the immediate future.





Expenses





Our net loss, which is all related to operating losses, for the three month period ended July 31, 2012 was ($19,115) as compared to a net loss of ($1,567) for the three month period ended July 31,  2011, of which $1,874 for the three months ended July 31, 2012 was depreciation as compared to  $1,572 for the three months ended July 31, 2011,  $10,757 ($6,804 – 2011) was paid for professional fees, including legal and audit, and $6,484 ($1,941 – 2011)  for general office expenses, offset by a reduction in  consulting fees  to nil  from $7,000 (2011)  . Our losses for the three months ended   July 31, 2011 were further offset by revenue of $15,750 as compared to no revenue for the comparable period ended July 31, 2012.





Basic and diluted losses per share for the respective three month periods ended July 31, 2012 and July 31, 2011 was ($0.00).




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





A smaller reporting company is not required to provide the information required by this Item.





ITEM 4.  CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures





We carried out an evaluation, under the supervision and with the participation of our management, Ms. Jennifer Serek, our Principal Executive Officer at the time, who was also our Principal Financial Officer, of the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of July 31, 2012, pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Principal Executive Officer, who was also our Principal Financial Officer, concluded that our disclosure controls and procedures are not effective as of July 31, 2012 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.


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This conclusion is based on findings that constituted material weaknesses. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis.





In performing the above-referenced assessment, our management identified the following material weaknesses:





1)
We currently do not have an audit committee or an independent audit committee financial expert. While not being legally obligated to have an audit committee or independent audit committee financial expert, it is the management’s view that to have an audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over financial statements;





2)
Inadequate staffing and supervision within our bookkeeping operations. We have one consultant involved in bookkeeping functions, who provides two staff members. The relatively small number of people who are responsible for bookkeeping functions and the fact that they are from the same firm of consultants prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. This may result in a failure to detect errors in spreadsheets, calculations or assumptions used to compile the financial statements and related disclosures as filed with the SEC;





3)
Outsourcing of our accounting operations. Because there are no employees in our administration, we have outsourced all of our accounting functions to an independent firm. The employees of this firm are managed by supervisors within the firm and are not answerable to our management. This is a material weakness because it could result in a disjunction between the accounting policies adopted by our Board of Directors and the accounting practices applied by the independent firm;





4)
Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;





5)
Ineffective controls over period end financial disclosure and reporting processes.





We continue to review our disclosure controls and procedures related to these material weaknesses and expect to implement changes in the near term, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources and personnel to potentially mitigate these material weaknesses. Our present management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.





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. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.





Changes in Internal Control Over Financial Reporting





There were no changes in our internal controls over financial reporting that occurred during the three months ended July 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.





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PART II – OTHER INFORMATION








ITEM 1.  LEGAL PROCEEDINGS





None





ITEM 1A.  RISK FACTORS





A smaller reporting company is not required to provide the information required by this Item.





ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





Unregistered Sales of Equity Securities





There were no unregistered sales of equity securities during the three month period ending July 31, 2012.





ITEM 3. DEFAULTS UPON SENIOR SECURITIES





None.





ITEM 4. MINE SAFETY DISCLOSURES





Not Applicable





ITEM 5. OTHER INFORMATION




On or about August 1, 2012, Child, Van Wagoner & Bradshaw, PLLC (“CVB”), the principal accountant for the Company ceased its accounting practice for SEC reporting companies. At or about the same time Anderson Bradshaw PLLC was established as a successor firm to CVB to continue performing audits for SEC reporting companies. As Anderson Bradshaw is viewed as a separate legal entity, the Company dismissed CVB as its principal accountant and engaged Anderson Bradshaw, as the Company's principal accountant for the Company's fiscal year ending April 30, 2013 and the interim periods for 2012 and 2013. As the Company does not have an audit committee, the decision to change principal accountants was approved by the Company's Board of Directors.
 
 On September 5, 2012, Ms. Jennifer Serek resigned as President, Chief Executive Officer and Treasurer of Fulucai productions Ltd. (the “Company”).Ms. Serek remains the Secretary and a Director of the Company.  On September 5, 2012, the Board of Directors appointed John Carl Anderson the President, Chief Executive Officer,  Treasurer and a Director of the Company.  On September 17, 2012, Mr. John Carl Anderson resigned as President, Chief Executive Officer, Treasurer and a Director of the Company and Mr. John Demoleas was appointed President, Chief Executive Officer, Treasurer and a Director of the Company. Mr. Anderson resigned due to a potential conflict of interest in regard to the acquisition of certain assets owned by Mr. Anderson and to allow more time for due diligence and the structure of the potential acquisition.   The Company continues to evaluate the pending acquisition of Equine Ventures and other assets which may be acquired.


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ITEM 6.  EXHIBITS





Number
Description3.1
Articles of Incorporation.
Incorporated by reference to our Form S-1 registration statement filed with the Securities and Exchange Commission on May 19, 20103.2
Bylaws.
Incorporated by reference to our Form S-1 registration statement filed with the Securities and Exchange Commission on May 19, 2010


10.1
Executed Royalty Agreement between the Company and Doug MacLeod dated April 14, 2010 granting a one half of a percent (0.5%) royalty of the reality show concept The Real Deal.
Incorporated by reference to our Form S-1 registration statement filed with the Securities and Exchange Commission on May 19, 201010.2
Executed Royalty Agreement between the Company and Gordon Rix, dated April 14, 2010 granting a one percent (1%) royalty of the reality show concept The Real Deal.
Incorporated by reference to our Form S-1 registration statement filed with the Securities and Exchange Commission on May 19, 201010.3
Executed Royalty Agreement between the Company and James Durward, dated April 14, 2010 granting a five percent (5%) royalty of the reality show concept The Real Deal.
Incorporated by reference to our Form S-1 registration statement filed with the Securities and Exchange Commission on May 19, 201010.4
Escrow Agreement between the Company and International Securities Group Inc. dated May 1, 2010.
Incorporated by reference to our Form S-1 registration statement filed with the Securities and Exchange Commission on May 19, 201010.5
Development Agreement between the Company and Octacation Productions Ltd. dated March 28, 2011
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on April 15, 201110.6
Executed Royalty Agreement between the Company and James Durward, dated October 14, 2011 granting a twenty percent (20%) royalty with respect to worldwide revenues generated from the intellectual property known as “All the Wrong Reasons”.
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on October 18, 2011.10.7
Assignment Agreement between the Company and SFT Diversified Global LLC dated April 4, 2012.
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on April 11, 2012.10.8
Acquisition Agreement dated June 29, 2012 between the Company and Equine Venture Group Inc. and Jennifer Serek.
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on July 6, 2012.16.1
Letter from Child, Van Wagoner & Bradshaw, PLLC dated August 9, 2012 regarding change in certified accountant.
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on August 9, 2012.31.1
Section 302 Certification- Principal Executive Officer
Filed herewith31.2
Section 302 Certification- Principal Financial Officer
Filed herewith32.1
Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith





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SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.








FULUCAI PRODUCTIONS  LTD.Date:
September  19 , 2012
By:
/s/ John DemoleasName:
John DemoleasTitle:
Chief Executive Officer, President, Chief Financial Officer, Treasurer and Director








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