UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-K
 
 [ X ] ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For
the fiscal year ended December 31,
2008.
 
 [   ]  TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto
  Commission
File Number: 000-52979.
  Swinging
Pig Productions, Inc.
 (Exact
name of registrant as specified in its charter)
 
 Florida
                          75-3160134(State
      or other jurisdiction of
                            incorporation
      or organization)
                          (I.R.S.
      Employer Identification No.)18 W.
      21st Street, 5th floor New York, NY
                          10010(Address
      of principal executive offices)
                          (Zip
      Code)
  (646) 727-9272(Registrant's
      Telephone Number, Including Area
Code)
 Securities
      registered under Section 12(b) of the Act:Title of each class
    registered:
                                    Name of each exchange on which
      registered:None
                                    NoneSecurities
      registered under Section 12(g) of the Act:Common Stock, Par Value $.001
                                      (Title
      of Class)
  Indicate
by check mark if registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act.  o Yes    xNo
 
 Indicate
by check mark if registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act.  o Yes    xNo
 
 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. xYes     o No
  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. x
 
 Indicate
by check mark whether the registrant is a large accelerated file, 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    (Do
      not check if a smaller reporting company)
                Smaller
      reporting company x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).   x
Yes      oNo
 
 The
aggregate market value of the registrant's shares of common stock held by
non-affiliates of the registrant on March 26, 2009, based on $.25 per share, the
last price at which
the common equity was sold by the registrant as of that date, was
$242,000.
 
 As of
March 26, 2009, there were 2,168,000 shares of the issuer's $.001 par value
common stock issued and outstanding.
 
 Documents
incorporated by reference. There are no annual reports to security holders,
proxy information statements, or any prospectus filed pursuant to Rule 424 of
the Securities Act of 1933 incorporated herein by reference.
  1
 
 FORWARD-LOOKING
STATEMENTS
  In
addition to historical information, this report contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. The forward-looking
statements are not historical facts but rather are based on current
expectations, estimates and projections about our business and industry, and our
beliefs and assumptions. Words such as “anticipate,” “believe,” “estimate,”
“expect,” “intend,” “plan,” “will” and variations of these words and similar
expressions identify forward-looking statements. These statements are not
guarantees of future performance and are subject to risks, uncertainties and
other factors, many of which are beyond our control, are difficult to predict
and could cause actual results to differ materially from those expressed or
forecasted in the forward-looking statements. These risks and uncertainties
include, but are not limited to, those described in Item 1 “Risk Factors”
and elsewhere in this report. Forward-looking statements that were believed to
be true at the time made may ultimately prove to be incorrect or false. We
undertake no obligation to revise or publicly release the results of any
revision to these forward-looking statements. Given these risks and
uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements.




2




PART
I





ITEM 1. DESCRIPTION OF
BUSINESS.







Our
Business.Swinging Pig Productions, Inc. (“we” or the
“Company), is a development stage Florida Corporation formed on June 25, 2004 to
develop a low-budget film concept that appeals to a broad audience.  Our
corporate purpose is to develop, produce and market feature-length motion
pictures. Our first production is tentatively titled “Chronicles of a Skater
Girl,” (“Skater Girl”). Chronicles of a Skater Girl, LLC, is our
wholly-owned subsidiary. From inception through the current date, our business
operations have primarily been focused on developing Skater Girl. We conducted a
private offering to raise funds to produce and distribute Skater Girl, and to
finance our general corporate expenses. Otherwise, our operations have been
funded by our management who also hold approximately 55% of our outstanding
shares of common stock. We anticipate that our future revenues will be generated
through both distribution and commercial licensing of Skater Girl’s distribution
rights.  We have not had any operating revenue from operations as we have
not yet commercially marketed Skater Girl or any other production.




Our Film.Skater
Girl has completed production and is in the final stages of
post-production.  Once Skater Girl is complete, we plan to submit
Skater Girl to a select number of film festivals and simultaneously seek to sell
off Skater Girl’s domestic and foreign distribution rights for DVD, television,
online distribution, and other ancillary markets.




·
            Synopsis.Filmed in New York
      City, Skater Girl is the romantic story of a girl who skates, named
      “Abby”, and her stubborn ideologies of life.  Growing up, Abby
      was a rebellious tomboy - invincible and anti-establishment-, but Abby
      lost some of her edge as she became an adult.  In present day,
      she is a 25-year-old teacher in New York City, in love with her boyfriend
      Harry, a punk rocker turned law student. She has plans to join Harry as a
      first year law student.  Abby loses sight of what she once stood
      for until she meets an offbeat inventor who helps her find her way back to
      the idealist she once was.





·
            Film
      Format.Skater Girl was
      shot in DVC Pro 50, 24P Digital Video
format.





Phases of Prerelease
Production.There are three phases of movie making prior to
release beginning with development and progressing through pre-production,
principal photography, and post-production. Each phase involves artistic and
creative contributions to the resulting movie with each presenting a variety of
challenges that may impact the movie's success.





·
            Development
      Phase.  The
      development phase begins with a movie producer employed by a studio or an
      independent film production company. The producer typically develops a
      storyline or acquires the rights to a novel, a story or original
      screenplay, often on an "option" basis. Under this option arrangement, the
      producer makes a small installment payment of the purchase price and
      undertakes to pay the balance before or during the production phase. The
      screenplay is developed based on the acquired novel or storyline. Once the
      screenplay is developed, creative personnel (the director and leading and
      supporting actors) commitments are obtained and production schedules and
      budgets are prepared. Production financing of the movie is generally
      secured by the producer through arrangements with the studio or other
      sources including independent film production companies, banks and other
      lending institution, or private investors. The development phase may be
      short-term or extend over a number of
years.





·
            Pre-Production
      Phase.Following development, the movie enters the
      pre-production phase. This phase involves the producer securing
      contractual arrangements with creative and production personnel, planning
      the shooting schedules, securing locations and any required studio
      facilities or stages, completing the acquisition of the screenplay and the
      related source material or script, completing the budget, securing
      insurance and, if applicable, the completion bonding, and preparing to
      start filming. This phase typically takes three to four
      months.





·
            Principal
      Photography Phase.During the photography phase the
      movie is photographed. The principal photography phase typically takes one
      to five months, depending on the shooting locations, weather conditions,
      budget constraints, stunts and special effects, length and other
      requirements particular to the movie
project.




3




·
            Post-Production. In
      the post-production, final production phase, the movie is edited, the
      music, dialogue and special effects are finalized and synchronized with
      the movie's photography.





Motion Picture
Distribution.Exploitation of the potential financial success
of a movie primarily depends on the ability to license the motion picture's
distribution rights for exhibition in theaters, on DVD and video rental,
pay-per-view broadcast, cable, satellite and network television. Distribution
arrangements are negotiated with distributors (i.e., studios and independent
distribution companies). In addition to negotiating the terms of distribution
arrangements, the distribution phase involves the making of distribution or
print copies of the movie and delivery to exhibitors, and advertising and
promotion of the movie. The independent movie production companies generally
lack the resources (financial, personnel and exhibitor relationships) for
distribution and, accordingly, utilize the services of distribution companies,
including the major studios and their subsidiaries, for
distribution.





·
            Distribution
      Arrangements.   Distributors are typically granted
      exclusive license rights to distribute a movie, either worldwide or within
      the distributor's market area, for a distribution fee based upon the
      revenue generated by the movie. In some instances, particularly under
      international distribution arrangements (other than in Canada), the
      distributor will pay an up-front amount to the producer for the
      distribution rights. Up-front payments for North American (United States
      and Canadian) distribution rights are generally recouped from movie
      revenue, while under international distribution arrangements the producer
      may not retain any portion of the movie's revenue and only receive the
      up-front payment for international distribution. North American and
      international distribution may be undertaken by the same distributor or
      may be granted to one or more international
  distributors.





Movie
revenues are generated by exhibiting the movie in various channels or media
(also known as release windows) within the distributor's assigned distribution
area. The North American and international releases into the various
distribution channels are sequentially timed, commencing with the movie's
theatrical release followed by release into the non-theatrical venues (i.e., airline flights
and hotels), pay-per-view, cable and satellite, home video, network television,
and syndicated television. International releases generally commence up to nine
months following the initial North American release.





·
            Censorship
      and Ratings.Movies are subject, both domestically and
      internationally, to review by censorship and rating boards that oversee
      the content of the movies distributed within their respective countries.
      MPAA reviews and rates movies distributed in the United States to provide
      the viewing audience a guide to the nature and maturity of the movie
      content. There are five rating levels, G for general audiences, PG for
      parental guidance suggested, PG-13 for parents strongly cautioned, R for
      restricted and NC-17 for no one 17 and under
      admitted.   The rating received may limit the exhibition
      and marketing venues, especially those movies receiving the most
      restrictive NC-17 rating. Because of the viewing popularity and preference
      for R and PG-13 movies, if a movie receives a more restrictive rating than
      expected, the producer may elect to edit the movie's content to obtain the
      desired rating. These editing changes increase the production costs of the
      movie. If editing of the movie would adversely affect the movie's quality
      in the opinion of the producer, the received rating may be accepted.
      Furthermore, if an NC-17 rating is received, the producer may elect to
      release the movie on an "unrated" basis, rather than with the NC-17 rating
      that generally would significantly limit the exhibition and marketing
      venues of the movie.





·
            Movie
      Releases.  Distributors develop and follow various
      systematic release campaigns for movies, generally depending on the
      movie's content, targeted audience, potential box office performance, and
      the existing competitive environment at the time of release. The extent of
      a theatrical release will generally depend upon whether the distributor
      believes the movie will have a broad, mass appeal and significant audience
      interest has developed or will develop in advance of the release that
      would justify a wide theatrical release campaign (exhibition on more than
      1,500 screens). Alternatively, the distributor may utilize a limited
      release campaign to develop a gradual public awareness of the movie. This
      release approach is often used for movies that have a particular targeted
      audience appeal and once these movies have achieved some limited box
      office success, the release may be expanded to a greater number of
      screens.





4




Our
Business Plan for the Next Twelve Months.Skater
Girl is in the final stage of post-production. We plan to continue to the take
steps necessary to prepare Skater Girl for distribution.  Once Skater
Girl is complete, we plan to submit Skater Girl to a select number of film
festivals and simultaneously seek to sell off Skater Girl’s domestic and foreign
distribution rights for DVD, television, online distribution, and other
ancillary markets.  We do not anticipate generating any revenues in
the next twelve months. Our current cash on hand is insufficient
to fund our development activities, including distribution of Skater Girl,
through the next 12 months, as we anticipate our monthly expenses will be
approximately $1,500 each month.




The steps
we need to complete Skater Girl and estimated budget include:





Steps required
                          
                          Estimated
                            budget1)
      Selection of music for Skater Girl’s soundtrack
                          
                          $
                          n/a2)
      Licensing of selected music from recording artists and/or their record
      labels
                          
                          
                          3,0003)
      Sound design and folly editing for Skater Girl
                          
                          $
                          1,5004)
      Final sound mix including movie dialogue, soundtrack music, and folly
      sound
                          
                          $
                          1,5005)
      Color correction of Skater Girl
                          
                          $
                          1,0006)
      Mastering of the digital master
                          
                          $
                          1,500Total
                          
                          $
                          8,500





Upon
completion of Skater Girl, we anticipate that our next steps will be submitting
Skater Girl to a select number of film festivals.  The specific
festivals which the movie will be submitted will be contingent on the
combination of the following:




·
                    the
      date we complete Skater Girl;·
                    which
      festivals and deadlines coincide with Skater Girl’s completion date;
      and


·
            which
      of these festivals are appropriate venues for Skater Girl to be
      seen.





Simultaneously,
we intend to market Skater Girl to DVD, television, and online distributors, as
well as other ancillary channels of distribution in an effort to secure domestic
and foreign distribution for Skater Girl.





Marketing
Strategy.   Our marketing efforts and press to date
include:





·
              an
      online blog and email updates chronicling the production of Skater Girl
      with pictures and happenings on the set and beyond. http://skatergirlmovie.blogspot.com/;·
              a
      website devoted to Skater Girl at
  skatergirlmovie.com


·
            tracking
      by filmfinders, an online database that tracks films and their
      distribution rights for territories and markets around the world;
      and·
            listings
      on the Internet Movie Database (imdb.com) an amazon.com company, Yahoo!
      movies, and  listing on
Hollywood.com





We intend
to execute our marketing strategy as follows:





·
            Film
      Festivals: The decision to
      distribute theatrically will be made after gauging Skater Girl’s success
      at a few select film festivals including: Sundance, Berlin, Rotterdam, and
      Cannes. Film festivals also provide opportunities for other distribution
      companies to view Skater Girl, allowing for the possibility of an outright
      sale.




·
            Distribution
      Agreement: We plan on
      engaging the services of Harlem Films which is operated by Mr. Mirman, to
      ensure the distribution of this
film.




·
            Foreign
      Sales and Licensing: We intend to enlist the efforts of a
      foreign sales agent to manage the property overseas and to generate
      licensing and distribution
revenues.





5




Marketing & Distribution for
Independent Films.We believe that there is an opportunity for
independent film distributors to reach new audiences in ways that were not
possible previously.  Alternatives to mainstream channels of marketing
and distribution continue to emerge for such films as a result of the prevalence
and ease of using digital technologies.




Independent
films traditionally have relied on winning acclaim at film festivals and the
long-term development of an audience through limited release in order to attract
the attention of major distributors.  In addition to the ability to
target consumers through the use of the internet and online marketing, we
believe that a significant change has resulted from social networking sites such
as MySpace, Facebook, Friendster and video sharing sites like
Youtube.  In our estimation, each of these sites promises a new way to
build audiences faster, cheaper, and more efficiently.





The
development of digital distribution channels significantly also reduces the
costs involved in film distribution. No prints need to be produced, but requires
only that a single lossless digital copy be uploaded to a server, making a film
much more readily available online to a wide range of potential
viewers.  In addition, opportunities for distribution expanded through
online video on demand services such as Netflix, Itunes, CinemaNow, Blockbuster
online as well as other smaller or emerging services.





Intellectual
Property.We plan to take appropriate and reasonable
measures to secure, protect, and maintain copyright protection for Skater Girl
and any future pictures under the laws of the applicable
jurisdictions.





Rights to
motion pictures are granted legal protection under the copyright laws of the
United States and most foreign countries. 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.





Copyright
in a motion picture is automatically secured when the work is created and
"fixed" in a copy. The United States Copyright Office registers claims to
copyright and issues certificates of registration but does not "grant" or
"issue" copyrights. Only the expression (camera work, dialogue, sounds, etc.)
fixed in a motion picture can be protected under copyright. Copyright does not
cover the idea or concept behind the work or any characters portrayed in the
work. Registration in the Copyright Office establishes a public record of the
copyright claim.





For
copyright purposes, publication of a motion picture takes place when one or more
copies are distributed to the public by sale, rental, lease or lending, or when
an offering is made to distribute copies to a group of persons (wholesalers,
retailers, broadcasters, motion picture distributors, and the like) for purposes
of further distribution or public performance. A work that is created (fixed in
tangible form for the first time) on or after January 1, 1978, is automatically
protected from the moment of its creation and is ordinarily given a term
enduring for the author's life plus an additional 70 years after the author's
death. For works made for hire, the duration of copyright will be 95 years from
publication or 120 years from creation, whichever is shorter.  Skater
Girl is considered a work made for hire, and therefore we are considered the
author of Skater Girl, and the individuals who actually created the work, for
copyright purposes.





To
register a motion picture, a signed application; a complete copy of the motion
picture being registered; a written description of the contents of the motion
picture; and a filing fee must be sent to the United States Copyright Office. A
copyright registration is effective on the date the Copyright Office receives
all the required elements in acceptable form.   Although we plan
to copyright all of our film properties and projects, there is no practical
protection from films being copied by others without payment to our company,
especially overseas. We may lose an indeterminate amount of revenue as a result
of motion picture piracy. Being a small company, with limited resources, it will
be difficult, if not impossible, to pursue our various remedies.




6





Competition.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 leisure entertainment. We will be competing
with the major film studios that dominate the motion picture industry. Some of
the companies we compete with include: News Corporation's Twentieth Century Fox;
AOL Time Warner's Warner Bros. including Turner, New Line Cinema and Castle Rock
Entertainment; Viacom's Paramount Pictures; Vivendi Universal's Universal
Studios; Sony Corp.'s Sony Pictures including Columbia and TriStar; Walt Disney
Company's Buena Vista, Touchstone and Miramax and Metro-Goldwyn-Mayer including
MGM Pictures, UA Pictures, Orion and Goldwyn. We will also compete with numerous
independent motion picture production companies, television networks, and pay
television systems, for the acquisition of literary properties, the services of
performing artists, directors, producers, and other creative and technical
personnel, and production financing. Nearly all of our competitors are
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. In addition, Skater Girls compete for
audience acceptance with motion pictures produced and distributed by other
companies. Our success is dependent on public taste, which is both unpredictable
and susceptible to rapid change.




In order
to be competitive, we intend to create independent motion pictures of aesthetic
and narrative quality comparable to the major film studios that appeal to a wide
range of public taste both in the United States and abroad. We plan to be very
selective in which literary properties we will acquire and develop and which on-
and off-screen talent we will employ. Also, we plan on exploiting all methods of
distribution available to motion pictures.





Government
Regulation.We intend to conduct our business in compliance
with any applicable regulations, and are subject to general state and federal
laws governing the conduct of businesses in general.





Our Research and
Development.  We are not currently conducting any research and
development activities, other than developing strategies to market and
distribute Skater Girl, when completed.




Facilities.We do not own any
property. We currently rent shared office space on a month to month basis and
have not entered into any other lease or long-term rental agreements for
property. Our office space is located at 18 W. 21st Street, 5th Floor, New York
City, New York 10010.   Of these facilities, the office space
that we utilize has varied from between approximately 300 to 700 square feet,
depending on the activities undertaken by us at the time; therefore, the cost to
us for these facilities has varied from between approximately $1,000 to $2,000
per month.  The use of this space is provided to us pursuant to an
agreement with a related party, Harlem Films, Inc. owned by Daniel Mirman, one
of our officers and directors.




Employees. We
do not have any employees. The individuals who are our officers and directors
are retained on an independent contractor basis.  We also have
agreements with our five principal cast members, which provide for a percentage
of profits from any revenues generated by Skater Girl.  We also have
entered into various agreements with extras, locations, crew, and similar
service suppliers.





ITEM 2. DESCRIPTION OF
PROPERTY.





Property Held. As of the
dates specified in the following table, we held the following property in the
following amounts:





Property
                    December 31, 2007
                    December 31, 2008Cash
      and equivalents
                    $28,037
                    $1,902





Facilities.We do not own any
property. We currently rent shared office space on a month to month basis and
have not entered into any other lease or long-term rental agreements for
property. Our office space is located at 18 W. 21st Street, 5th Floor, New York
City, New York 10010.  Of the space available at these facilities, the
office space that we utilize has varied from between approximately 300 to 700
square feet, depending on the activities undertaken by us at the time;
therefore, the cost to us for these facilities has varied from between
approximately $1,000 to $2,000 per month.  The use of this space is
provided to us pursuant to an agreement with a related party, Harlem Films, Inc.
owned by Daniel Mirman, one of our officers and directors.




7




ITEM 3. LEGAL
PROCEEDINGS.





There are
no legal actions pending against us nor are any legal actions contemplated by us
at this time.





ITEM 4. SUBMISSION OF
MATTERS TO VOTE OF SECURITY HOLDERS





Not
applicable.




PART II





ITEM
5. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.





Reports to Security
Holders.We
are a reporting company with the Securities and Exchange Commission, or
SEC.  The public may read and copy any materials filed with the
Securities and Exchange Commission at the Security and Exchange Commission’s
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public
may also obtain information on the operation of the Public Reference Room by
calling the Securities and Exchange Commission at 1-800-SEC-0330.  The
Securities and Exchange Commission maintains an Internet site that contains
reports, proxy and information statements, and other information regarding
issuers that file electronically with the Securities and Exchange Commission.
The address of that site is http://www.sec.gov.





Market
Information.  Our securities are not listed for trading on any
exchange or quotation service. There are no outstanding options or warrants to
purchase, or securities convertible into, shares of our common stock. There are
no outstanding shares of our common stock that we have agreed to register under
the Securities Act for sale by security holders.





We had
2,168,000 shares of common stock issued and outstanding as of December 31, 2008,
which were held by approximately 28 shareholders.





Since we
may be considered a shell company as defined in Rule 12b-2 of the Securities
Exchange Act of 1934, there are no outstanding shares of our common stock which
can be sold pursuant to Rule 144. There are no outstanding options or warrants
to purchase, or securities convertible into, shares of our common stock. We have
no agreements in place register for sale the shares of common stock held by our
shareholders.





Dividends.There have been no cash
dividends declared on our common stock.  Dividends are declared at the
sole discretion of our Board of Directors.





Equity Compensation
Plans.We currently do not have any equity compensation plans
in place.





Plan
      category
                Number
      of securities to be
                  issued
      upon exercise of
                  outstanding
      options,
                  warrants
      and rights (a)
                Weighted-average
      exercise
                  price
      of outstanding options,
                  warrants
      and rights(b)
                Number
      of securities
                  remaining
      available for
                  future
      issuance under equity compensation (excluding
                  securities
      reflected in column
                  (a))Equity
      compensation plans
                  approved
      by security holders
                0
                0
                0Equity
      compensation plans
                  not
      approved by security holders
                0
                0
                0Total
                0
                0
                0





8




Penny Stock
Regulation.  Shares of our common stock will probably be
subject to rules adopted the Securities and Exchange Commission that regulate
broker-dealer practices in connection with transactions in “penny
stocks”.  Penny stocks are generally equity securities with a price of
less than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system, provided that current price and volume
information with respect to transactions in those securities is provided by the
exchange or system).  The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from those rules,
deliver a standardized risk disclosure document prepared by the Securities and
Exchange Commission, which contains the following:





·
            a
      description of the nature and level of risk in the market for penny stocks
      in both public offerings and secondary trading;·
            a
      description of the broker’s or dealer’s duties to the customer and of the
      rights and remedies available to the customer with respect to violation to
      such duties or other requirements of securities’
  laws;


·
            a
      brief, clear, narrative description of a dealer market, including "bid"
      and "ask” prices for penny stocks and the significance of the spread
      between the "bid" and "ask" price;·
            a
      toll-free telephone number for inquiries on disciplinary
      actions;


·
            definitions
      of significant terms in the disclosure document or in the conduct
      of  trading in penny stocks; and·
            such
      other information and is in such form (including language, type, size and
      format), as the Securities and Exchange Commission shall require by rule
      or regulation.





Prior to
effecting any transaction in penny stock, the broker-dealer also must provide
the customer the following:





·
            the
      bid and offer quotations for the penny stock;·
            the
      compensation of the broker-dealer and its salesperson in the
      transaction;


·
            the
      number of shares to which such bid and ask prices apply, or other
      comparable information relating to the depth and liquidity of the market
      for such stock; and·
            monthly
      account statements showing the market value of each penny stock held in
      the customer’s account.





In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser’s written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably
statement.  These disclosure requirements may have the effect of
reducing the trading activity in the secondary market for a stock that becomes
subject to the penny stock rules.  Holders of shares of our common
stock may have difficulty selling those shares because our common stock will
probably be subject to the penny stock rules.





Purchases of Equity
Securities.None during the period
covered by this report.





ITEM 6. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
OPERATION.





Information
in this report contains “forward looking statements” which can be identified by
the use of forward-looking words such as “believes”, “estimates”, “could”,
“possibly”, “probably”, “anticipates”, “estimates”, “projects”, “expects”, “may”
or “should” or other variations or similar words.  No assurances can
be given that the future results anticipated by the forward-looking statements
will be achieved.  The following matters constitute cautionary
statements identifying important factors with respect to those forward-looking
statements, including certain risks and uncertainties that could cause actual
results to vary materially from the future results anticipated by those
forward-looking statements.  Among the key factors that have a direct
bearing on our results of operations are the effects of various governmental
regulations, the fluctuation of our direct costs and the costs and effectiveness
of our operating strategy.  Other factors could also cause actual
results to vary materially from the future results anticipated by those
forward-looking statements.




9




Critical
Accounting Policies and Estimates.





Accounting
Basis


These
financial statements are prepared on the accrual basis of accounting in
conformity with accounting principles generally accepted in the United States of
America.





Cash and Cash
Equivalents


For the
purpose of the statement of cash flows, cash equivalents include all highly
liquid investments with maturity of three months or less.





Earnings (Loss) per
Share


The basic
earnings (loss) per share are calculated by dividing our net income available to
common shareholders by the weighted average number of common shares outstanding
during the year. The diluted earnings (loss) per share are calculated by
dividing our net income (loss) available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted as of the first of the year for any potentially dilutive debt or
equity. There are no diluted shares outstanding.




Dividends


We have
not adopted any policy regarding payment of dividends. No dividends have been
paid during the period shown.





Income
Taxes


We
provide for income taxes under Statement of Financial Accounting Standards NO.
109, “Accounting for Income Taxes.” SFAS No. 109 requires the use of an asset
and liability approach in accounting for income taxes.





SFAS No.
109 requires the reduction of deferred tax assets by a valuation allowance if,
based on the weight of available evidence, it is more likely than not that some
or all of the deferred tax assets will not be realized.  No provision
for income taxes is included in the statement due to its immaterial amount, net
of the allowance account, based on our likelihood to utilize the loss
carry-forward.





Use of
Estimates


The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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 revenue and expenses during
the reporting period. Actual results could differ from those
estimates.





Revenue and Cost
Recognition


We have
no current source of revenue; therefore we have not yet adopted any policy
regarding the recognition of revenue or cost.





The
following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the financial statements and the
notes thereto appearing elsewhere in our financial statements.




Background.Swinging Pig
Productions, Inc. (“We” or the “Company”) is a development stage Florida
corporation formed on June 25, 2004 to develop low-budget films that appeal to a
broad audience.  To date, we have developed and produced the feature-length
motion picture tentatively titled “Chronicles of a Skater Girl,” as our first
film (“Skater Girl”).  Skater Girl is a coming-of-age skateboarding
movie and we will direct our marketing efforts as such. Before marketing
Skater Girl, we must complete post-production. We hope to continue operating to
create a low-budget independent film model to be used in subsequent
films.  However, from our inception on June 25, 2004 through the date
of this report, our business operations have primarily been focused on
developing Skater Girl.




10




Our
auditors have issued a going concern opinion.  This means that there
is substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated any revenues and no revenues are anticipated until
we begin distribution of Skater Girl, if ever. Accordingly, we must raise cash
from sources other than revenues that might be potentially generated from the
distribution of Skater Girl.




We
currently have no alternative sources of operational capital.  We
estimate that our monthly expenses range from $1,500 - $4,000 per
month.  We have kept our actual cash outflow to a minimum because we
have an agreement with Harlem Films to provide office space, phone, servers,
staff, and other management duties for Skater Girl and Harlem Films has agreed
to defer reimbursement of most of the expenses and fees until a later
date.  Harlem Films is owned by Dan Mirman, one of our officers and
directors.





For the year ended December
31, 2008 as compared to the year ended December 31, 2007.




Liquidity and Capital
Resources. As of December 31, 2008, we have $1,902 cash
on hand and in our corporate bank accounts. We have total current liabilities of
$48,698, which consists of accounts payable and accrued expenses of $48,446 and
loans payable to shareholders of $252 as of December 31, 2008.




Results of
Operations.  As of December 31, 2008, we have not yet generated
or realized any revenues and will not do so until and unless we complete Skater
Girl and enter into a distribution agreement.





Revenues.   We
have no revenues and have only achieved losses since inception.  For
the period from our inception on June 25, 2004 to the period ended December 31,
2008, we generated no revenues from our operations.   We will be
unable to generate revenues until we are able to complete Skater Girl and then
enter into a distribution agreement for Skater Girl.




Operating
Expenses.For the year ended December 31, 2008, our total expenses
were $19,451, which were represented by $1,263 for general and administrative
expenses, $4,700 for management fees, and $13,488 for production
expenses.  Our loss from operations and net loss was also $19,451 for
the year ended December 31, 2008.  This is in comparison to the year
ended December 31, 2007, where our total expenses were $20,257, which was
represented by $7,544 in general and administration expenses, $10,000 in
management fees, and $2,713 in production expenses.  The expenses were
higher for the year ended December 31, 2007 since we conducted the majority of
our post production expenses in that period. We expect to incur considerable
expenses as we continue to finish production of Skater Girl and seek a
distribution agreement.





Our Plan of Operation for the Next
Twelve Months. To effectuate our business plan during the next
twelve months, we complete Skater Girl and arrange for its
distribution.  Our estimated budget to complete post-production on
Skater Girl is:





Steps required
                                
                                Estimated
                                  budget1)
      Selection of music for Skater Girl’s soundtrack
                                
                                $
                                n/a2)
      Licensing of selected music from recording artists and/or their record
      labels
                                
                                
                                3,0003)
      Sound design and folly editing for Skater Girl
                                
                                $
                                1,5004)
      Final sound mix including movie dialogue, soundtrack music, and folly
      sound
                                
                                $
                                1,5005)
      Color correction of Skater Girl
                                
                                $
                                1,0006)
      Mastering of the digital master
                                
                                $
                                1,500Total
                                
                                $
                                8,500





11




Upon
completion of Skater Girl, we anticipate that our next steps will be submitting
to a select number of film festivals.  The specific festivals which
the movie will be submitted will be contingent on the combination of the
following:  the date we complete Skater Girl; which festivals and
deadlines coincide with Skater Girl’s completion date; and which of these
festivals are appropriate venues for Skater Girl to be
seen.  Simultaneously, we will market Skater Girl to DVD, television,
and online distributors, as well as other ancillary channels of distribution in
an effort to secure domestic and foreign distribution for Skater
Girl.





We had
cash of $1,902 as of December 31, 2008. We believe we will need additional funds
to satisfy our working capital requirements for the next twelve months to
complete Skater Girl and market it for distribution. Our forecast for the period
for which we will need additional funds  involves risks and
uncertainties and actual results could fail as a result of a number of factors.
We will need to raise additional capital to continue our
operations.





We
anticipate fixed monthly costs of between $500 and $1,500.  We
estimate that we will require approximately $8,500 to complete the post
production on Skater Girl and to arrange for distribution. In the event that we
experience a shortfall in our capital, which will occur if we are unable to
increase our revenues we intend to pursue capital through public or private
financing as well as borrowings and other sources, such as our officers and
directors. We cannot guaranty that additional funding will be available on
favorable terms, if at all.  If adequate funds are not available, then
our ability to continue our operations may be significantly hindered. If
adequate funds are not available, we believe that our officers, directors and
majority shareholders will contribute funds to pay for our expenses to achieve
our objectives over the next twelve months. Our belief that our majority
shareholders will pay our expenses is based on the fact that they own 1,200,000
shares of our common stock, which equals approximately 55.4% of our outstanding
common stock. We believe that our majority shareholders will continue to pay our
expenses as long as they maintain ownership of our common stock. Therefore, we
have not contemplated any plan of liquidation in the event that we do not
generate sufficient revenues to support our operations.





We do not
anticipate conducting any such activities in the near future. In the event that
we change the focus of our operations, then we may need to hire additional
employees or independent contractors as well as purchase or lease additional
equipment.





Because
we have limited operations and assets, we may be considered a shell company as
defined in Rule 12b-2 of the Securities Exchange Act of 1934. Accordingly, we
have checked the box on the cover page of this report that specifies we are a
shell company.




Off-Balance Sheet
Arrangements.There are no off balance
sheet arrangements that have or are reasonably likely to have a current or
future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources that are material to investors.




12





ITEM 7. FINANCIAL
STATEMENTS





The
financial statements required by Item 7 are presented in the following
order:






SWINGING
PIG PRODUCTIONS, INC. AND SUBSIDIARY


(A
Development Stage Company)








FINANCIAL
STATEMENTS




December
31, 2008 and 2007






C
O N T E N T S




PageReport
      of Independent Registered Public Accounting Firm
                F-1Balance
      Sheets
                F-2Statements
      of Operations
                F-3Statements
      of Stockholders’ Equity (Deficit)
                F-4Statements
      of Cash Flows
                F-5Notes
      to the Financial Statements
                F-6




13




MOORE
& ASSOCIATES, CHARTERED
 ACCOUNTANTS AND
ADVISORS
 PCAOB REGISTERED
 
 
 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To
the Board of Directors
 Swinging
Pig Productions, Inc.
 (A
Development Stage Company)
 
 We have
audited the accompanying consolidated balance sheets of Swinging Pig
Productions, Inc. (A Development Stage Company) as of December 31, 2008 and
2007, and the related consolidated statements of operations, stockholders’
equity (deficit) and cash flows for the years ended December 31, 2008 and 2007
and since inception on June 25, 2004 through December 31, 2008. 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
conduct our audits in accordance with 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.  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 consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Swinging Pig Productions,
Inc. (A Development Stage Company) as of December 31, 2008 and 2007, and the
related consolidated statements of operations, stockholders’ equity and cash
flows for the years ended December 31, 2008 and 2007 and since inception on June
25, 2004 through December 31, 2008, in conformity with accounting principles
generally accepted in the United States of America.
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 6
to the consolidated financial statements, the Company has an accumulated deficit
of $296,996, which raises substantial doubt about its ability to continue as a
going concern.  Management’s plans concerning these matters are also
described in Note 6.  The consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
 
 
 /s/
Moore & Associates, Chartered
 Moore
& Associates, Chartered
 Las
Vegas, Nevada
 March 27,
2009
 
 6490 West Desert Inn Rd, Las
Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501


F-1


SWINGING
      PIG PRODUCTIONS, INC. & SUBSIDIARY(A
      Development Stage Company)Consolidated
      Balance SheetsASSETSDecember
      31,
              
              
              December
      31,2008
              
              
              2007CURRENT
      ASSETSCash
              
              $
              1,902
              
              
              $
              28,037Related
      party receivables
              
              
              -
              
              
              
              1,200Total
      Current Assets
              
              
              1,902
              
              
              
              29,237TOTAL
      ASSETS
              
              $
              1,902
              
              
              $
              29,237LIABILITIES AND
      STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable and accrued expenses
              
              $
              48,446
              
              
              $
              61,130Related
      party payables
              
              
              252
              
              
              
              2,452Total
      Current Liabilities
              
              
              48,698
              
              
              
              63,582STOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock, $0.001 par value, 5,000,000shares
      authorized, 2,168,000 shares issued
              
              
              2,168
              
              
              
              2,168Additional
      paid-in capital
              
              
              241,032
              
              
              
              241,032Deficit
      accumulated during the development stage
              
              
              (296,996
              )
              
              
              (277,545
              )Total
      Stockholders' Equity (Deficit)
              
              
              (53,796
              )
              
              
              (34,345
              )TOTAL
      LIABILITIES AND STOCKHOLDERS'EQUITY
      (DEFICIT)
              
              $
              (5,098
              )
              
              $
              29,237






The accompanying notes are
an integral part of these financial statements




F-2


SWINGING
      PIG PRODUCTIONS, INC. & SUBSIDIARY(A
      Development Stage Company)Consolidated
      Statements of OperationsFromInception onFor
      the Years Ended
              
              
              June
      25, 2004ThroughDecember
      31,
              
              
              December
      31,2008
              
              
              2007
              
              
              2008REVENUES
              
              $
              -
              
              
              $
              -
              
              
              $
              -OPERATING
      EXPENSESProduction
      expenses
              
              
              13,488
              
              
              
              2,713
              
              
              
              144,447Management
      fees
              
              
              4,700
              
              
              
              10,000
              
              
              
              105,200General
      and administrative
              
              
              1,263
              
              
              
              7,544
              
              
              
              47,349Total
      Operating Expenses
              
              
              19,451
              
              
              
              20,257
              
              
              
              296,996LOSS
      FROM OPERATIONS
              
              
              (19,451
              )
              
              
              (20,257
              )
              
              
              (296,996
              )OTHER
      EXPENSESInterest
      expense
              
              
              
              
              
              
              -Total
      Other Expenses
              
              
              
              
              
              
              -LOSS
      BEFORE INCOME TAXES
              
              
              (19,451
              )
              
              
              (20,257
              )
              
              
              (296,996
              )PROVISION
      FOR INCOME TAXES
              
              
              -
              
              
              
              -
              
              
              
              -NET
      LOSS
              
              $
              (19,451
              )
              
              $
              (20,257
              )
              
              $
              (296,996
              )BASIC
      LOSS PER COMMON SHARE
              
              $
              (0.01
              )
              
              $
              (0.01
              )
              
              
              (0.14
              )WEIGHTED
      AVERAGE NUMBER OFCOMMON
      SHARES OUTSTANDING
              
              
              2,168,000
              
              
              
              2,168,000
              
              
              
              2,097,863
   The
accompanying notes are an integral part of these financial
statements


F-3




SWINGING
      PIG PRODUCTIONS, INC. & SUBSIDIARY(A
      Development Stage Company)Consolidated
      Statements of Stockholders' Equity (Deficit)DeficitAccumulated
              
              
              TotalAdditional
              
              
              During
      the
              
              
              Stockholders'Common
      Stock
              
              
              
              
              
              Paid-In
              
              
              Development
              
              
              EquityShares
              
              
              Amount
              
              
              Capital
              
              
              Stage
              
              
              (Deficit)Balance,
      June 25, 2004
              
              
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Shares
      issued for cashat
      $0.001 per share June 26, 2004
              
              
              1,200,000
              
              
              
              1,200
              
              
              
              -
              
              
              
              -
              
              
              
              1,200Shares
      issued for cashat
      $0.25 per share October 5, 2004
              
              
              894,000
              
              
              
              894
              
              
              
              222,606
              
              
              
              -
              
              
              
              223,500Net
      loss since inceptionthrough
      December 31, 2004
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (121,538
              )
              
              
              (121,538
              )Balance,
      December 31, 2004
              
              
              2,094,000
              
              
              
              2,094
              
              
              
              222,606
              
              
              
              (121,538
              )
              
              
              103,162Shares
      issued for cashat
      $0.25 per share March 11, 2005
              
              
              74,000
              
              
              
              74
              
              
              
              18,426
              
              
              
              -
              
              
              
              18,500Net
      loss for the year endedDecember
      31, 2005
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (98,365
              )
              
              
              (98,365
              )Balance,
      December 31, 2005
              
              
              2,168,000
              
              
              
              2,168
              
              
              
              241,032
              
              
              
              (219,903
              )
              
              
              23,297Net
      loss for the year endedDecember
      31, 2006
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (37,385
              )
              
              
              (37,385
              )Balance,
      December 31, 2006
              
              
              2,168,000
              
              
              
              2,168
              
              
              
              241,032
              
              
              
              (257,288
              )
              
              
              (14,088
              )Net
      loss for the year endedDecember
      31, 2007
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (20,257
              )
              
              
              (20,257
              )Balance,
      December 31, 2007
              
              
              2,168,000
              
              
              $
              2,168
              
              
              $
              241,032
              
              
              $
              (277,545
              )
              
              $
              (34,345
              )Net
      loss for the year endedDecember
      31, 2008
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (19,451
              )
              
              
              (19,451
              )Balance,
      December 31, 2008
              
              
              2,168,000
              
              
              $
              2,168
              
              
              $
              241,032
              
              
              $
              (296,996
              )
              
              $
              (53,796
              )


The
accompanying notes are an integral part of these financial
statements.




F-4




SWINGING PIG PRODUCTIONS,
INC. & SUBSIDIARY (A Development Stage
Company) Consolidated
Statements of Cash Flows
 From
      Inceptionon
      June 25,For
      the Years Ended
                
                
                2004
      ThroughDecember
      31,
                
                
                December
      31,2008
                
                
                2007
                
                
                2008OPERATING
      ACTIVITIESNet loss
                
                $
                (19,451
                )
                
                $
                (20,257
                )
                
                $
                (296,996
                )Adjustments
      to Reconcile Net Loss to NetCash
      Used by Operating Activities:Changes
      in operating assets and liabilities:Changes
      in related party receivables
                
                
                1200
                
                
                
                
                
                
                
                -Changes
      in accounts payable and
                
                
                
                
                
                
                
                
                
                
                1,884accrued
      expenses
                
                
                (7,884
                )
                
                
                (879
                )
                
                
                48,446Net
      Cash Used by Operating Activities
                
                
                (26,135
                )
                
                
                (21,136
                )
                
                
                (246,666
                )INVESTING
      ACTIVITIES
                
                
                
                
                
                
                -FINANCING
      ACTIVITIESLoans
      from related parties
                
                
                
                
                
                
                -
                
                
                
                2,452Common
      stock issued for cash
                
                
                
                
                
                
                -
                
                
                
                243,200Net
      Cash Provided by Financing Activities
                
                
                -
                
                
                
                -
                
                
                
                245,652NET
      DECREASE IN CASH
                
                
                (26,135
                )
                
                
                (21,136
                )
                
                
                7,186CASH
      AT BEGINNING OF PERIOD
                
                $
                28,037
                
                
                
                49,173
                
                
                $
                -CASH
      AT END OF PERIOD
                
                $
                1,902
                
                
                $
                28,037
                
                
                $
                1,902SUPPLIMENTAL
      DISCLOSURES OFCASH
      FLOW INFORMATIONCASH
      PAID FOR:Interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Income
      Taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -
 The
accompanying notes are an integral part of these financial
statements.


F-5


SWINGING
PIG PRODUCTIONS, INC. AND SUBSIDIARY
 (A
Development Stage Company)
 Notes to
Consolidated Financial Statements
 December
31, 2007 and 2008


NOTE
1.   GENERAL ORGANIZATION AND BUSINESSES
 
 Swinging
Pig Productions, Inc., (A Development Stage Company) was incorporated on June
25, 2004 under the laws of the State of Florida.  Chronicles of a
Skater Girl, LLC, (A Film Production Company), was incorporated on August 11,
2004 under the laws of the State of Florida, as a wholly owned subsidiary of
Swinging Pig Productions, Inc. (The Company). The company is in the business of
developing independent feature film motion pictures.
 
 NOTE  2.  
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
 
 Accounting
Basis
 
 These
financial statements are prepared on the accrual basis of accounting in
conformity with accounting principles generally accepted in the United States of
America.
 
 Cash and Cash
Equivalents
 
 For the
purpose of the statement of cash flows, cash equivalents include all highly
liquid investments with maturity of three months or less.
 
 Earnings (Loss) per
Share
 
 The basic
earnings (loss) per share are calculated by dividing the Company’s net income
available to common shareholders by the weighted average number of common shares
outstanding during the year. The diluted earnings (loss) per share are
calculated by dividing the Company’s net income (loss) available to common
shareholders by the diluted weighted average number of shares outstanding during
the year. The diluted weighted average number of shares outstanding is the basic
weighted number of shares adjusted as of the first of the year for any
potentially dilutive debt or equity. There are no diluted shares
outstanding.
 
 Dividends
 
 The
Company has not adopted any policy regarding payment of dividends. No dividends
have been paid during the period shown.
 
 Income
Taxes
 
 The
Company provides for income taxes under Statement of Financial Accounting
Standards NO. 109, “Accounting for Income Taxes.” SFAS No. 109 requires the use
of an asset and liability approach in accounting for income taxes.
 
 SFAS No.
109 requires the reduction of deferred tax assets by a valuation allowance if,
based on the weight of available evidence, it is more likely than not that some
or all of the deferred tax assets will not be realized.  No provision
for income taxes is included in the statement due to its immaterial amount, net
of the allowance account, based on the likelihood of the Company to utilize the
loss carry-forward.
  F-6
 SWINGING
PIG PRODUCTIONS, INC. AND SUBSIDIARY
 (A
Development Stage Company)
 Notes to
Consolidated Financial Statements
 December
31, 2007 and 2008
 NOTE  2. 
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Continued)
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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 revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
  Revenue and Cost
Recognition
  The
Company has no current source of revenue; therefore the Company has not yet
adopted any policy regarding the recognition of revenue or cost.
 
 NOTE
3.   INCOME TAXES:
 
 The
Company provides for income taxes under Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and liability approach in accounting for income taxes. Deferred tax
assets and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expected to reverse. The Company’s predecessor
operated as entity exempt from Federal and State income taxes.
 
 SFAS No.
109 requires the reduction of deferred tax assets by a valuation allowance if,
based on the weight of available evidence, it is more likely than not that some
or all of the deferred tax assets will not be realized.
 
 The
provision for income taxes differs from the amounts which would be provided by
applying the statutory federal income tax rate of 39% to the net loss before
provision for income taxes for the following reasons:
 
 December
      31, 2008
              
              
              December
      31, 2007Income
      tax expense at statutory rate
              
              
              
              
              $
              (7,900
              )Common
      stock issued for services
              
              
              -
              
              
              
              -Valuation
      allowance
              
              
              
              
              
              
              7,900Income
      tax expense per books
              
              $
              -
              
              
              $
              -
 
 Net
deferred tax assets consist of the following components as of:
 
 December
      31, 2008
              
              
              December
      31, 2007NOL
      carryover
              
              
              
              
              $
              108,243Valuation
      allowance
              
              
              
              
              
              (108,243
              )Net
      deferred tax asset
              
              $
              -
              
              
              $
              -
 
 Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carry forwards of $288,796 for federal income tax reporting purposes are
subject to annual limitations. Should a change in ownership occur net operating
loss carry forwards may be limited as to use in future years.
 
 NOTE
4.   STOCKHOLDERS’ EQUITY
 
 Common
Stock
 
 On June
25, 2004, the Board of Directors authorized 600,000 shares each at par value to
its two founding members.
 
 During
calendar year 2004 and 2005 The Company completed an unregistered private
offering under the Securities Act of 1933, as amended. Relying upon the
exemption specified by the provisions of 4(2) of the Act and Rule 506 of
Regulation D promulgated there under. The Company received subscriptions for
968,000 common shares of stock under a Regulation 506 offering.  The
Company sold 800,940 shares in 2004 and 74,000 shares in 2005 of its $0.001 par
value common stock at a price of $0.25 per share for $223,500 in 2004 and
$18,500 in 2005.
 
 NOTE
5.   RELATED PARTY TRANSACTIONS
 
 The
Company was provided with office space, and management services by one of the
shareholders through his wholly owned company [Harlem Films, Inc.] during the
period from inception through December 31, 2008 in the amount of
$105,200.
  F-7
 SWINGING
PIG PRODUCTIONS, INC. AND SUBSIDIARY
 (A
Development Stage Company)
 Notes to
Consolidated Financial Statements
 December
31, 2007 and 2008
 A related
party receivable in the amount of $1200 was expensed as of December 31,
2008.
 
 The
officers and directors of the Company are involved in other business activities
and may, in the future, become involved in other business opportunities that
become available.  They may face a conflict in selecting between the
Company and other business interests. The Company has not formulated a policy
for the resolution of such conflicts, if they arise.
 
  NOTE  6.  
GOING CONCERN
  The
accompanying financial statements have been prepared assuming that the company
will continue as a going concern.  As discussed in the notes to the
financial statements, the Company has no established source of
revenue.  This raises substantial doubt about the Company’s ability to
continue as a going concern.  Without realization of additional
capital, it would be unlikely for the Company to continue as a going
concern.  The financial statements do not include any adjustments that
might result from this uncertainty.
  The
Company’s activities to date have been supported by equity
financing.  It has sustained losses in all previous reporting periods
with an inception to date loss of $296,996 as of December 31, 2008.
  Management
may seek funding from its shareholders and other qualified investors
to pursue its business plan.  In the alternative, the Company may be
amenable to a sale, merger or other acquisition in the event such
transaction is deemed by management to be in the best interests of the
shareholders.
  NOTE  7.  
CONTINGENCIES
  The
Company entered into a personal services contract with five (5) actors requiring
a maximum payment to each actor of .6% of net profits up to a maximum of $10,000
each.  The payment is based upon the net profits of a specific film
produced by the wholly owned subsidiary, Chronicles of a Skater Girl,
LLC.
  NOTE  8.  
THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS
 
 In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements,
which defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS No. 157 does not require any new fair value
measurements, but provides guidance on how to measure fair value by providing a
fair value hierarchy used to classify the source of the information. This
statement is effective for us beginning January 1, 2008. The Company is
currently assessing the potential impact that adoption of SFAS No. 157
would have on the financial statements.
 
 In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities. SFAS No. 159 gives the
irrevocable option to carry many financial assets and liabilities at fair
values, with changes in fair value recognized in earnings. SFAS No. 159 is
effective beginning January 1, 2008, although early adoption is permitted.
The Company is currently assessing the potential impact that adoption of SFAS
No. 159 will have on the financial statements.
 
 The FASB
has revised SFAS No. 141.  This revised statement establishes uniform
treatment for all acquisitions.  It defines the acquiring
company.  The statement further requires an acquirer to recognize the
assets acquired, the liabilities assumed, and any non-controlling interest in
the acquired at the acquisition date, measured at their fair market values as of
that date.  It requires the acquirer in a business combination
achieved in stages to recognize the identifiable assets and liabilities, as well
as the non-controlling interest in the acquired, at the full amounts of their
fair values. This changes the way that minority interest is recorded and
modified as a parent’s interest in a subsidiary changes
over time.  This statement also makes corresponding significant
amendments to other standards that related to business combinations, namely,
109, 142 and various EITF’s.  This statement applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning
on or after 12/15/08.  The Company believes the implementation of this
standard will have no effect on our financial statements.
  F-8
 SWINGING
PIG PRODUCTIONS, INC. AND SUBSIDIARY
 (A
Development Stage Company)
 Notes to
Consolidated Financial Statements
 December
31, 2007 and 2008
 NOTE  9.  
NOTE CONCENTRATIONS OF RISKS
 
 Cash
Balances
  The
Company maintains its cash in institutions insured by the Federal Deposit
Insurance Corporation (FDIC).  This government corporation insured
balances up to $100,000 through October 13, 2008.  As of October 14,
2008 all non-interest bearing transaction deposit accounts at an FDIC-insured
institution, including all personal and business checking deposit accounts that
do not earn interest, are fully insured for the entire amount in the deposit
account.  This unlimited insurance coverage is temporary and will
remain in effect for participating institutions until December 31, 2009. All
other deposit accounts at FDIC-insured institutions are insured up to at least
$250,000 per depositor until December 31, 2009.  On January 1, 2010,
FDIC deposit insurance for all deposit accounts, except for certain retirement
accounts, will return to at least $100,000 per depositor.  Insurance
coverage for certain retirement accounts, which include all IRA deposit
accounts, will remain at $250,000 per depositor.
  NOTE
10.   RECENT ACCOUNTING PRONOUNCEMENTS
  In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. We are not required
to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
material effect on our consolidated financial positionand results of
operations if adopted. In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company’s financial position, statements of operations, or cash flows at this
time.
 
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No.
162 sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB’s amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company’s financial position, statements of operations, or cash flows at
this time.
 
 In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities—an amendment of
FASB Statement No. 133.  This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations,
and (c) how derivative instruments and related hedged items affect an entity’s
financial position, financial performance, and cash flows. This Statement is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, with early application encouraged. The
Company has not yet adopted the provisions of SFAS No. 161, but does not expect
it to have a material impact on its consolidated financial position, results of
operations or cash flows.
  F-9
 SWINGING
PIG PRODUCTIONS, INC. AND SUBSIDIARY
 (A
Development Stage Company)
 Notes to
Consolidated Financial Statements
 December
31, 2007 and 2008
 In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based Payment.  In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for “plain vanilla” share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.
 
 In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51.  This
statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). The Company
will adopt this Statement beginning March 1, 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.
 
 In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations’.  This Statement replaces FASB Statement No. 141,
Business Combinations, but retains the fundamental requirements in
Statement 141.  This Statement establishes principles and
requirements for how the acquirer: (a) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree; (b) recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase;
and (c) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. This statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. An entity may not
apply it before that date. The effective date of this statement is the same as
that of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s consolidated financial position, results of operations
or cash flows.
 
 In
February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments in Debt and
Equity Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entity’s first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.  The Company will
adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the
potential impact the adoption of this pronouncement will have on its
consolidated financial statements.
 
 In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. 
This statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles (GAAP), and expands
disclosures about fair value measurements. This statement applies under other
accounting pronouncements that require or permit fair value measurements, the
Board having previously concluded in those accounting pronouncements that fair
value is the relevant measurement attribute. Accordingly, this statement does
not require any new fair value measurements. However, for some entities, the
application of this statement will change current practice. This statement is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. Earlier
application is encouraged, provided that the reporting entity has not yet issued
financial statements for that fiscal year, including financial statements for an
interim period within that fiscal year. The Company will adopt this statement
March 1, 2008, and it is not believed that this will have an impact on the
Company’s consolidated financial position, results of operations or cash
flows.


F-10




ITEM 8. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS.





There
have been no changes in or disagreements with our accountants since our
formation required to be disclosed pursuant to Item 304 of Regulation
S-B.





ITEM 8A(T). CONTROLS AND
PROCEDURES.





Our Chief
Executive Officer and our Chief Financial Officer are responsible for
establishing and maintaining adequate internal control over financial reporting.
 Internal control over financial reporting is defined in Rule 13a-15(f) and
15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process
designed by, or under the supervision of, our principal executive and principal
financial officers and effected by our board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:





·
            pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of our
      assets;


·
            provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of management and our
      directors; and


·
            provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.





Because
of its inherent limitations, our internal control over financial reporting may
not prevent or detect misstatements. Therefore, even those systems determined to
be effective can provide only reasonable assurance with respect to financial
statement preparation and presentation.  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 Chief
Executive Officer and our Chief Financial Officer assessed the effectiveness of
our internal control over financial reporting as of December 31, 2008.   In
making this assessment, management used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal
Control — Integrated Framework.





Based on
our assessment, our Chief Executive Officer and our Chief Financial Officer
believe that, as of December 31, 2008, our internal control over financial
reporting is not effective based on those criteria.





This
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 temporary rules of the Securities and
Exchange Commission that permit us to provide only management’s report in this
report.




14





ITEM 8B.Management’s Report On
Internal Control Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.  Internal control over financial
reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company’s principal executive and principal financial
officers and effected by the company’s board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures
that:




·
              Pertain to the
      maintenance of records that in reasonable detail accurately and fairly
      reflect
      the transactions and dispositions of the assets of the
      company;
 ·
              Provide reasonable
      assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with accounting
      principles generally accepted in the United States of America and that
      receipts and expenditures of the company are being made only in accordance
      with authorizations of management and directors of the company;
      and
 ·
              Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the company’s assets that
      could have a material effect on the financial
  statements.




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.  Because of the inherent limitations of
internal control, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process.  Therefore, it is possible to design into
the process safeguards to reduce, though not eliminate, this risk.





As of
December 31, 2008 management assessed the effectiveness of our internal control
over financial reporting based on the criteria for effective internal control
over financial reporting established in Internal Control--Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO") and SEC guidance on conducting such assessments.  Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described
below.  This was due to deficiencies that existed in the design or
operation of our internal controls over financial reporting that adversely
affected our internal controls and that may be considered to be material
weaknesses.





The
matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes.  The aforementioned material weaknesses were
identified by our Chief Executive Officer in connection with the review of our
financial statements as of December 31, 2008.





Management
believes that the material weaknesses set forth in items (2) and (3) above did
not have an effect on our financial results.  However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.





This
annual report does not include an attestation report of the Corporation's
registered public accounting firm regarding internal control over financial
reporting.  Management's report was not subject to attestation by the
Corporation's registered public accounting firm pursuant to temporary rules of
the SEC that permit the Corporation to provide only the management's report in
this annual report.




15





Management’s
Remediation Initiatives




In an
effort to remediate the identified material weaknesses and other deficiencies
and enhance our internal controls, we have initiated, or plan to initiate, the
following series of measures:





We will
create a position to segregate duties consistent with control objectives and
will increase our personnel resources and technical accounting expertise within
the accounting function when funds are available to us.  And, we plan
to appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.




Management
believes that the appointment of one or more outside directors, who shall be
appointed to a fully functioning audit committee, will remedy the lack of a
functioning audit committee and a lack of a majority of outside directors on our
Board.





We
anticipate that these initiatives will be at least partially, if not fully,
implemented by July 31, 2009.  Additionally, we plan to test our
updated controls and remediate our deficiencies by July 31, 2009.





Changes
in internal controls over financial reporting




There was
no change in our internal controls over financial reporting that occurred during
the period covered by this report, which has materially affected, or is
reasonably likely to materially affect, our internal controls over financial
reporting.





ITEM 8C. OTHER
INFORMATION.





None
during the reporting period.




16




PART III





ITEM 9. DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS AND SECTION 16(A)
COMPLIANCE.





Executive Officers and
Directors. We are dependent on the efforts and abilities of certain
of our senior management.  The interruption of the services of key
management could have a material adverse effect on our operations, profits and
future development, if suitable replacements are not promptly obtained. We have
not entered into employment agreements with any of our key executives. We cannot
guaranty that each executive will remain with us. In addition, our success
depends, in part, upon our ability to attract and retain other talented
personnel. Although we believe that our relations with our personnel are good
and that we will continue to be successful in attracting and retaining qualified
personnel, we cannot guaranty that we will be able to continue to do so. Our
officers and directors will hold office until their resignation or
removal.





The
following table sets forth information regarding our current executive officers
and directors as well as other key members of our management.  Our
officers and directors will serve one-year terms or until our next annual
meeting of shareholders, whichever is longer.





Name
              Age
              PositionJulie
      Mirman
              33
              President
      and Executive Producer, DirectorDaniel
      Mirman
              38
              Treasurer,
      Secretary,  Director





Julie Mirman has served
as our President, Chief Executive Officer and one of our directors since our
inception in 2004.  Ms. Mirman worked from June 2004 through April
2005 as Producer of Skater Girl.  She has always had a passion for
entertainment. She began her career as an actress in New York City, where she
was seen on stage in many off-Broadway productions and in a short appearance on
“Saturday Night Live.”  In 2000 she made her way to Los Angeles, where
she appeared on such television shows as “Will and Grace,” “Felicity,” “JAG,”
“Jack and Jill,” and “The Practice.”  Ms. Mirman worked as a
director’s assistant for the WB television studio from May 1998 to January 1999,
gaining insight into the world of production.  In 2004, she teamed up
with her brother, writer/director Dan Mirman (“Starlight Lotto,” “Chronicles of
a Skater Girl”), to form Swinging Pig Productions, Inc.





Since
2007, Julie Mirman has been employed as an assistant district attorney with the
Queens New York District attorney’s office, domestic violence
division.  She is a member of the New York and New Jersey bar
associations.  From 2005 to 2006, she was a law clerk with the law
firm of Goldsmith, Richman, & Harz, in New York.  In 2006, Ms.
Mirman earned her Juris Doctor after studying Entertainment Law at Southwestern
Law School, in Los Angeles, California.  In the interim, Ms. Mirman
studied for the New Jersey, New York and Florida bar exams.  She has
other experience working on the advance team for Former President Clinton,
starting a tutoring program to help Los Angeles’s inner city youth and working
with the Independent Film Report. In 1998, she received a BA in English from
Washington University in 1998 with concurrent studies in Kenya and
Argentina.  Ms. Mirman is not an officer or director of any reporting
company.





Daniel S. Mirman has
served as our Treasurer, Secretary and one of our directors since our
inception.    He founded Harlem Films, a film distribution
company, in August 2002.  Harlem Films’ projects have included “CGI
Stories Project,” for the Clinton Global Initiative; “How to Make a Commitment”
for the Clinton Foundation; a documentary on President Bill Clinton; and other
projects. He has served as writer and director for Chronicles of a Skater Girl,
LLC, our subsidiary. In order to gain access to the distribution community, Mr.
Mirman instituted the Independent Film
Report, a weekly email newsletter with a subscription base of
approximately 200,000 people. Mr. Mirman previously had started Pangea Sport,
Inc. in Heidelberg, Germany, which pioneered the college clothing market for
European universities. He has authored a book based on his experience
titled Transplanting the American
Dream, which chronicles the launch and execution of a small grassroots
company in Europe.  This book explores the landscape of living,
working, and traveling in Europe through the eyes of an American. From March
2002 to July 2003, Mr. Mirman acted as the New York chairperson of the Global
Peace Congress, a peace organization started after the tragedy of September
11.




17




In June
2001, he directed an Off- Broadway play titled Starlight Lotto, and
in 1994 he directed “Prague Under The Bridge”, a documentary on Prague funded by
Duke University and told through the interviews of 500 people. Previously, Mr.
Mirman was a writer and producer for one of the first reality TV shows, “Road
Trip.” He assisted in all aspects of the show’s formation, from the development
of the concept to the execution of the trip. “Road Trip” aired on TBS in January
1994 and was the precursor to “Road Rules.” Mr. Mirman earned his Juris Doctor
from New York Law School in 2007. He has also done graduate work in Film Studies
at the NYU Tisch School, and studied at the Swedish Film Institute in Stockholm,
Sweden. He holds a B.S. in Economics and English Literature from the University
of New Hampshire, which he earned in 1993.  Mr. Mirman is not an
officer or director of any reporting company.





Ms.
Mirman and Mr. Mirman are siblings.   There are no orders,
judgments, or decrees of any governmental agency or administrator, or of any
court of competent jurisdiction, revoking or suspending for cause any license,
permit or other authority to engage in the securities business or in the sale of
a particular security or temporarily or permanently restraining any of our
officers or directors from engaging in or continuing any conduct, practice or
employment in connection with the purchase or sale of securities, or convicting
such person of any felony or misdemeanor involving a security, or any aspect of
the securities business or of theft or of any felony, nor are any of the
officers or directors of any corporation or entity affiliated with us so
enjoined.





Nominating
Committee.Our entire Board participates in consideration of
director nominees. The Board will consider candidates who have experience as a
board member or senior officer of a company or who are generally recognized in a
relevant field as a well-regarded practitioner, faculty member or senior
government officer.  The Board will also evaluate whether the
candidates' skills and experience are complementary to the existing Board's
skills and experience as well as the Board's need for operational, management,
financial, international, technological or other expertise. The Board will
interview candidates that meet the criteria and then select nominees that Board
believes best suit our needs.





The Board will consider qualified
candidates suggested by stockholders for director nominations. Stockholders can
suggest qualified candidates for director nominations by writing to our
Corporate Secretary, Daniel Mirman 18 W. 21stStreet, 5thFloor, New York City, New York 10010.
Submissions that are received that meet the criteria described above will be
forwarded to the Board for further review and consideration. The Board will not
evaluate candidates proposed by stockholders any differently than other
candidates





Audit Committee Financial
Expert.Our
board of directors does not have an “audit committee financial expert,” within
the meaning of such phrase under applicable regulations of the Securities and
Exchange Commission, serving on its audit committee.  The board of
directors believes that all members of its audit committee are financially
literate and experienced in business matters, and that one or more members of
the audit committee are capable of (I) understanding generally accepted
accounting principles (“GAAP”) and financial statements, (ii) assessing the
general application of GAAP principles in connection with our accounting for
estimates, accruals and reserves, (iii) analyzing and evaluating our financial
statements, (iv) understanding our internal controls and procedures for
financial reporting; and (v) understanding audit committee functions, all of
which are attributes of an audit committee financial expert.  However,
the board of directors believes that there are not any audit committee members
who has obtained these attributes through the experience specified in the SEC’s
definition of “audit committee financial expert.”  Further, like many
small companies, it is difficult for the Company to attract and retain board
members who qualify as “audit committee financial experts,” as competition for
these individuals is significant.  The board believes that its current
audit committee is able to fulfill its role under SEC regulations despite not
having a designated “audit committee financial expert.”  We believe
the cost related to retaining a financial expert at this time is prohibitive.
Further, because of the nature of our operations, we believe the services of a
financial expert are not warranted at this time.





Audit Committee.Presently, the board of
directors acts as the audit committee.




18





Section 16(A) Beneficial Ownership
Reporting Compliance. Section 16(a) of the Securities Act of 1934
requires our directors, executive officers, and any persons who own more than
10% of a registered class of our equity securities, to file reports of ownership
and changes in ownership with the Securities and Exchange Commission. SEC
regulation requires executive officers, directors and greater than 10%
stockholders to furnish us with copies of all Section 16(a) forms they file.
Based solely on our review of the copies of such forms received by us, or
written representations from certain reporting persons, we believe that during
the year ended December 31, 2008, our executive officers, directors, and greater
than 10% stockholders complied with all applicable filing
requirements.




Code of Ethics. We have
not yet adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. When available, our code of
ethics will be posted on a corporate website.





ITEM 10. EXECUTIVE
COMPENSATION





Any
compensation received by our officers, directors, and management personnel will
be determined from time to time by our Board of Directors.  Our
officers, directors, and management personnel will be reimbursed for any
out-of-pocket expenses incurred on our behalf.





Summary Compensation
Table.  The compensation of the named executive officers for
the last completed fiscal year ended December 31, 2006 and for the year ended
December 31, 2008 is shown below:





Name
      and
                                                    Principal
                                                    Position
                                                  Year
                                                    Ended
                                                  Salary
                                                    $
                                                  Bonus
                                                    $
                                                  Stock
      Awards
                                                    $
                                                  Option
      Awards
                                                    $
                                                  Non-Equity
      Incentive Plan Compensation
                                                    $
                                                  Nonqualified
                                                    Deferred
      Compensation Earnings $
                                                  All
      Other
                                                    Compensation
                                                    $
                                                  Total
                                                    $Julie
      Mirman,
                                                    President
                                                  2007
                                                  0
                                                  0
                                                  0
                                                  0
                                                  0
                                                  0
                                                  0
                                                  02008
                                                  0
                                                  0
                                                  0
                                                  0
                                                  0
                                                  0
                                                  0
                                                  0Daniel
      Mirman, Secretary, Treasurer
                                                  2007
                                                  0
                                                  0
                                                  0
                                                  0
                                                  0
                                                  0
                                                  0
                                                  0
                                                    See
      note (1)2008
                                                  0
                                                  0
                                                  0
                                                  0
                                                  0
                                                  0
                                                  0
                                                  0





(1)
            Refer
      to “Related Party Transactions for information regarding amounts paid to
      the individuals who are our officers, although the payments made were for
      services as independent contractors to
us.





Employment Contracts.We do not anticipate
that we will enter into any employment contracts with any of our
officers.





Stock Options/SAR Grants. No
grants of stock options or stock appreciation rights were made since our date of
incorporation in June 2004.





Long-Term Incentive Plans. As
of December 31, 2008, we had no group life, health, hospitalization, or medical
reimbursement or relocation plans in effect. Further, we had no pension plans or
plans or agreements which provide compensation on the event of termination of
employment or corporate change in control.




19


Outstanding Equity Awards at Fiscal
Year-end.As
of the year ended December 31, 2008, each named executive officer had these
unexercised options, stock that has not vested, and equity incentive plan
awards:





Option  Awards
                  Stock
      AwardsName
                  Number
      of Securities Underlying Unexercised Options
                    #
      Exercisable
                  #
      Un-exercisable
                  Equity
      Incentive
                    Plan
      Awards:
                    Number
      of
                    Securities
                    Underlying
      Unexercised
                    Options
                  Option
      Exercise Price
                  Option
      Expiration Date
                  Number
      of
                    Shares
      or
                    Units
      of Stock
                    Not
      Vested
                  Market
                    Value
      of Shares or Units  Not Vested
                  Equity
                    Incentive
      Plan
                    Awards:
                    Number
      of Unearned
                    Shares,
      Units
                    or
      Other
                    Rights Not
                    Vested
                  Value
      of Unearned
                    Shares,
      Units
                    or
      Other
                    Rights
      Not VestedJulie
                    Mirman,
      president
                  0
                  0
                  0
                  0
                  n/a
                  0
                  0
                  0
                  0Daniel
      Mirman, secretary, treasurer
                  0
                  0
                  0
                  0
                  n/a
                  0
                  0
                  0
                  0




Stock Option Plan.We anticipate that we
will adopt a stock option plan, pursuant to which shares of our common stock
will be reserved for issuance to satisfy the exercise of options.  The
stock option plan will be designed to retain qualified and competent officers,
employees, and directors.  Our Board of Directors, or a committee
thereof, shall administer the stock option plan and will be authorized, in its
sole and absolute discretion, to grant options thereunder to all of our eligible
employees, including officers, and to our directors, whether or not those
directors are also our employees.  Options will be granted pursuant to
the provisions of the stock option plan on such terms, subject to such
conditions and at such exercise prices as shall be determined by our Board of
Directors.  Our stock option plan and the stock option agreements will
provide that options granted pursuant to the stock option plan shall not be
exercisable after the expiration of ten years from the date of
grant.





Director Compensation.The following concerns
the compensation of our directors for their service as directors during the
fiscal year ended December 31, 2008:





Name
                  Fees
      Earned
                    or
      Paid in
                    Cash
                  Stock
      Awards
                    $
                  Option
                    Awards
                    $
                  Non-Equity
                    Incentive
      Plan Compensation
                    $
                  Non-Qualified
                    Deferred
                    Compensation
                    Earnings
                    $
                  All
      Other
                    Compensation
                    $
                  Total
                    $Daniel
      Mirman
                  0
                  0
                  0
                  0
                  0
                  0
                  0Julie
      Mirman
                  0
                  0
                  0
                  0
                  0
                  0
                  0





20




ITEM 11. SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.





The
following table sets forth certain information regarding the beneficial
ownership of our common stock as of April 10, 2008, by each person or entity
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, each of our directors and named executive officers, and all of
our directors and executive officers as a group.





Title
                    of
      Class
                  Name
      and Address
                    of Beneficial
      Owner
                  Amount
      and Nature
                    of Beneficial
      Owner
                  Percent
                    of
      ClassCommon
      Stock
                  Daniel
      Mirman
                    18
      W. 21st Street,
      5th Floor,
                    New
      York City, New York 10010
                  600,000
      shares
                    Secretary,
      Treasurer,
                    Director
                  27.7%Common
      Stock
                  Julie
      Mirman
                    18
      W. 21st Street,
      5th Floor,
                    New
      York City, New York 10010
                  600,000
      shares
                    President,
      Director
                  27.7%Common
      Stock
                  All
      officers and directors
                    as
      a group
                  1,200,000
      shares
                  55.4%





Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities.  In accordance with Securities and Exchange
Commission rules, shares of our common stock which may be acquired upon exercise
of stock options or warrants which are currently exercisable or which become
exercisable within 60 days of the date of the table are deemed beneficially
owned by the optionees.  Subject to community property laws, where
applicable, the persons or entities named in the table above have sole voting
and investment power with respect to all shares of our common stock indicated as
beneficially owned by them.





Changes in
Control.  We are not aware of any arrangements which may result
in “changes in control” as that term is defined by the provisions of Item 403 of
Regulation S-B.





Equity Compensation Plan.We do not have any
securities authorized for issuance under any equity compensation
plan.  We also do not have an equity compensation plan and do not plan
to implement such a plan.




ITEM 12. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS.





Conflicts Related to Other Business
Activities.The persons serving as our officers and directors
have existing responsibilities and, in the future, may have additional
responsibilities, to provide management and services to other entities in
addition to us.  As a result, conflicts of interest between us and the
other activities of those persons may occur from time to time.





We will
attempt to resolve any such conflicts of interest in our favor.  Our
officers and directors are accountable to us and our shareholders as
fiduciaries, which requires that such officers and directors exercise good faith
and integrity in handling our affairs.  A shareholder may be able to
institute legal action on our behalf or on behalf of that shareholder and all
other similarly situated shareholders to recover damages or for other relief in
cases of the resolution of conflicts in any manner prejudicial to
us.





Related Party
Transactions. There have been no related party transactions, except
for the following:





In June
2004, we issued 600,000 shares of our common stock to each of Julie Mirman and
Daniel Mirman, i.e., an aggregate total of 1,200,000 shares, in exchange for
cash of $600 from each, or a total of $1,200.




21





In July
2004, we entered into an agreement with Harlem Films, Inc. a Florida
corporation, to provide office space and management services for a monthly fee
of between $1,000 and $3,000 to be set by Harlem Films, Inc.  Harlem
Films, Inc. is owned by Daniel Mirman, who is one of our officers and directors.
The amount owing to Harlem Films, Inc. from our inception through December 31,
2008 is $101,500.  This agreement is attached as Exhibit
10.1.




We paid
Daniel Mirman a total of $16,500 from our inception to the year ended December
31, 2008 for his services as an independent consultant for production work and
administrative services rendered to us.  These services and monies
rendered were paid to Mr. Mirman as a consultant and not in his capacity as an
employee, or as our officer or director.  The payments to Mr. Mirman
are as follows:





·
            2004
      - $9,000;·
            2005
      - $2,000;


·
            2006
      - $3,000; and·
            2007
      - $2,500.





Dan
Mirman charged $300 of our expenses to his personal credit card. There are no
specific repayment terms or agreements with Mr. Mirman. We have agreed to repay
him solely at our discretion.





Our wholly-owned subsidiary,
Chronicles of a Skater Girl, LLC.Daniel Mirman was paid by
Chronicles of a Skater Girl, LLC, our wholly-owned subsidiary, the amount of
$2,500 for his work as Director of “Chronicles of a Skater
Girl.”  Julie Mirman was paid by Chronicles of a Skater Girl, LLC,
$2,500 for her work as Producer of “Chronicles of a Skater Girl.”  Mr.
Mirman has also charged $2,125 in expenses for Chronicles of a Skater Girl, LLC,
to his personal credit card.





With
regard to any future related party transaction, we plan to fully disclose any
and all related party transactions, including, but not limited to, the
following:





·
            disclosing
      such transactions in prospectuses where required;·
            disclosing
      in any and all filings with the Securities and Exchange Commission, where
      required;


·
            obtaining
      disinterested directors consent; and·
            obtaining
      shareholder consent where required.





Director
Independence.  Members of our Board of Directors are not
independent as that term is defined by defined in Rule 4200(a)(15) of the Nasdaq
Marketplace Rules.




ITEM 13.
EXHIBITS




Exhibit
                      Description3.1
                      Articles
      of Amendment to Articles of Incorporation (1)3.1.2
                      Amended
      and Restated Articles of Incorporation (1)3.2
                      Bylaws
      (1)10.1
                      Agreement
      with Harlem Films for Office Space and Services (1)10.2
                      Actor
      Agreement(1)21
                      Subsidiary
      (1)31
                      Rule
      13a-14(a)/15d-14(a) Certifications of Chief Executive Officer and Chief
      Financial Officer32
                      Section
      906 Certifications by Chief Executive Officer and Chief Financial
      Officer


(1) Filed
as Exhibit 2.1 and 2.3 to our Form 10-SB filed with the Securities and Exchange
Commission on December 13, 2007, and incorporated herein by
reference.





22




ITEM 14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES.





Audit Fees.The
aggregate fees billed in each of the years ended December 31, 2008 and 2007 for
professional services rendered by the principal accountant for the audit of our
annual financial statements and review of the financial statements included in
our Form 10-K or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those years
were $7,000 and $4,500, respectively.





Audit-Related Fees.There were no fees
billed for services reasonably related to the performance of the audit or review
of the financial statements outside of those fees disclosed above under "Audit
Fees" for years ended December 31, 2008 and 2007.





Tax Fees.For the years ended
December 31, 2008 and 2007, our principal accountants did not render any
services for tax compliance, tax advice, and tax planning work.





All Other
Fees.None.





Pre-Approval Policies and
Procedures.Prior to engaging its
accountants to perform a particular service, our board of directors obtains an
estimate for the service to be performed. All of the services described above
were approved by the board of directors in accordance with its
procedures.




23





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 in New
York, New York, on March 31, 2009.




Swinging
      Pig Productions, Inc.
                  a
      Florida corporationBy:
                /s/ Julie
      MirmanIts:
                Julie
      Mirman
                  Principal
      Executive Officer
                  President
      and a Director







In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.




By:
            /s/
      Julie Mirman
            
            
            March
      31, 2009Julie
      MirmanIts:
            Principal
      Executive Officer
              President
      and a DirectorBy:
            /s/
      Daniel Mirman
            
            
            March
      31, 2009Daniel
      MirmanIts:
            Principal
      Financial Officer,
              Treasurer,
      Secretary and a Director






24