**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

Washington, D.C. 20549

**FORM 10-Q/A**

_X_

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

 

 

 

For the Quarterly Period Ended **March 31, 2011**

 

 

____

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

For the Transition Period From                          to                        

**INDEPENDENT FILM DEVELOPMENT CORPORATION**

(Name of small business issuer specified in its charter)

                  Nevada                  

                   56-2676759                

(State or other jurisdiction of

(I.R.S. Employer Identification No.)

incorporation or organization)

 

 

 

6399 Wilshire Blvd., Suite 507, Los Angeles, CA

        90048       

(Address of principal executive offices)

(Zip Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:   Yes   x      No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)  Yes  ̈  No x  

Indicate by check mark whether the registrant is a large accelerated filer, anon –accelerated filer, or a smaller reporting company.   See definitions of large accelerated filer, accelerated filer and smaller reporting company in Section 12b-2 of the Exchange Act.

Large accelerated filer             

 ̈

Accelerated filer                      

 ̈

Non-accelerated filer                

 ̈

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).   

Yes  ̈     Nox

As of August 15, 2011, the issuer had 23,545,991 shares of common stock outstanding.

Transitional Small Business Disclosure Format:    Yes     ̈      No   x

**EXPLANATORY NOTE**

The Registrant is filing this Amendment to our Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2011, as filed with the U.S. Securities and Exchange Commission on August 15, 2011, to amend the Statement of Stockholders’ Equity. An error was made in the valuation of 779,000 shares of common stock that were issued for officer compensation and other services. In addition, the shares have not yet been issued by the transfer agent so they are being reclassified as a stock payable.
**PART I – FINANCIAL INFORMATION**

Item 1. Financial Statements

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (“Commission”). While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto, which are included in the Company’s Annual Report on form 10K, as amended, previously filed with the Commission.

2****

**Independent Film Development Corporation**

**(a Development Stage Company)**

**Balance Sheets**

 

 

 

 

 

 

 

 

 

 

 

March 31, 2011

 

 

September 30, 2010

 

 

(Unaudited)

 

 

 

**ASSETS**

 

 

 

 

 

 

 

 

 

 

 

   Cash

$

14,428 

 

$

3,882 

         Total Current Assets

 

            14,428 

 

 

         3,882 

          Total Assets

 

14,428 

 

 

3,882 

 

 

 

 

 

 

**LIABILITIES AND STOCKHOLERS' EQUITY (DEFICIT)**

 

 

 

 

 

 

 

 

 

 

 

  Current Liabilities

 

 

 

 

 

   Accounts payable

$

     12,850 

 

$

                - 

   Due to shareholders

 

           290 

 

 

             290 

   Due to a related party

 

          500 

 

 

                - 

          Total Liabilities

 

      13,640 

 

 

             290 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

  Common stock , $.0001 par value, 485,000,000

 

 

 

 

 

shares authorized, 23,233,991 and 22,983,991   issued and outstanding, respectively

 

2,323

 

 

2,298

  Preferred Stock, .$0001 par value, 15,000,000 

  Shares authorized, no shares issued and outstanding                                   

             -   

 

 

             -   

  Additional paid in capital

 

2,593,189 

 

 

      2,573,239 

  Common stock subscribed

 

      779,000 

 

 

             -   

  Stock subscription receivable, net

 

   (62,340)

 

 

    (62,340)

  Deficit accumulated during development stage                                     

 

 (3,311,384)

 

 

 (2,509,605)

          Total Stockholders' Equity 

 

788 

 

 

3,592 

          Total Liabilities and Stockholders' Equity

$

14,428 

 

$

3,882 

 

 

 

 

 

 

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

 

 

 

 

 

 

3****

 

**Independent Film Development Corporation**

**(a Development Stage Company)**

**Statements of Operations**

**(Unaudited)**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Six Months Ended 

 

 

For the Three Months Ended 

 

 

September 17, 2007

 

 

March 31,

 

 

March 31,

 

 

(inception) through

 

 

2011

 

 

2010

 

 

2011

 

 

2010

 

 

March 31, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment income

$

- 

 

$

- 

 

$

- 

 

$

- 

 

$

                - 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total income

 

- 

 

 

- 

 

 

- 

 

 

- 

 

 

- 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Officer compensation

 

6,500 

 

 

- 

 

 

5,500 

 

 

- 

 

 

6,500 

  Professional fees

 

89,400 

 

 

- 

 

 

88,850 

 

 

- 

 

 

108,400 

  Director fees

 

38,000 

 

 

- 

 

 

38,000 

 

 

- 

 

 

38,000 

  Stock for officer compensation

 

570,000

 

 

-

 

 

570,000

 

 

-

 

 

570,000

  Stock for other services

 

95,000 

 

 

- 

 

 

95,000 

 

 

- 

 

 

95,000 

  General and administrative

 

2,879 

 

 

153,177 

 

 

12 

 

 

116,669 

 

 

2,493,484 

    Total operating expenses

 

801,779 

 

 

153,177 

 

 

797,362 

 

 

116,669 

 

 

3,311,384 

Net loss 

$

(801,779)

 

$

(153,177)

 

$

(797,362)

 

$

(116,669)

 

$

 (3,311,384)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Basic and diluted

$

(0.03)

 

$

(0.01)

 

$

(0.03)

 

$

(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

outstanding basic and diluted

 

22,986,738

 

 

22,431,586 

 

 

22,817,309 

 

 

22,510,087 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

4****

 **Independent Film Development Corporation**

**(a Development Stage Company)**

**Statement of Stockholders’ Equity (Deficit)**

 

Common Shares Issued

 

 

Common Stock at Par Value

 

 

Paid in Capital   

 

 

Deficit Accumulated During

Development

 

 

Common Stock Subscribed

 

 

Stock Subscription Receivable

 

 

Total     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

                              - 

 

$

                   - 

 

$

               - 

 

$

                      - 

 

$

                  - 

 

$

                     - 

 

$

                    - 

Stock issued for cash

                         125 

 

 

                   - 

 

 

           500 

 

 

                      - 

 

 

                  - 

 

 

                     - 

 

 

500  

Balance at September 30, 2007

125 

 

 

                   - 

 

 

500 

 

 

                      - 

 

 

                  - 

 

 

                     - 

 

 

500 

Stock issued for cash

18,492 

 

 

2 

 

 

35,940 

 

 

                      - 

 

 

-

 

 

-

 

 

35,942 

Net loss for the  year ended September 30, 2008

                              - 

 

 

                   - 

 

 

               - 

 

 

   (33,413)

 

 

                  - 

 

 

                     - 

 

 

(33,413)

Balance at September 30, 2008

18,617 

 

 

2 

 

 

36,440 

 

 

    (33,413)

 

 

                  - 

 

 

                     - 

 

 

3,029 

Stock issued for cash

34,803 

 

 

3 

 

 

109,997 

 

 

                      - 

 

 

-

 

 

(85,000)

 

 

25,000 

Stock issued for compensation

22,300,000 

 

 

2,230 

 

 

2,227,770 

 

 

-

 

 

-

 

 

-

 

 

2,230,000 

Net loss for year ended September 30, 2009

                              - 

 

 

 - 

 

 

               - 

 

 

(2,258,311)

 

 

 - 

 

 

 - 

 

 

(2,258,311)

Balance at September 30, 2009

22,353,420 

 

 

2,235 

 

 

2,374,207 

 

 

(2,291,724)

 

 

-

 

 

(85,000)

 

 

(282)

Stock issued for cash

626,571 

 

 

63 

 

 

197,032 

 

 

-

 

 

-

 

 

-

 

 

197,095 

Stock issued for compensation

4,000 

 

 

-

 

 

2,000 

 

 

-

 

 

-

 

 

-

 

 

2,000 

Stock subscription receivable

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

22,660 

 

 

22,660 

Net loss for year ended September 30, 2010

-

 

 

-

 

 

-

 

 

(217,881)

 

 

-

 

 

-

 

 

(217,881)

Balance at September 30, 2010

22,983,991 

 

 

2,298 

 

 

2,573,239 

 

 

(2,509,605)

 

 

-

 

 

(62,340)

 

 

3,592 

Stock for officer compensation (unaudited)

- 

 

 

-

 

 

- 

 

 

-

 

 

570,000

 

 

-

 

 

570,000 

Stock for other services (unaudited)

-

 

 

-

 

 

-

 

 

-

 

 

171,000

 

 

-

 

 

171,000

Stock for Director fees (unaudited)

- 

 

 

- 

 

 

- 

 

 

-

 

 

38,000

 

 

-

 

 

38,000 

Sale of common stock (unaudited)

250,000

 

 

25

 

 

19,950

 

 

-

 

 

- 

 

 

-

 

 

19,975 

Net loss for period ended March 31, 2011 (unaudited)

-

 

 

-

 

 

               - 

 

 

(801,779)

 

 

 - 

 

 

 - 

 

 

(801,779)

Balance at March 31, 2011 (unaudited)

23,233,991 

 

$

2,323 

 

$

2,593,189

 

$

(3,311,384)

 

$

779,000 

 

$

(62,340)

 

$

788 

 

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

 

5

 

**Independent Film Development Corporation**

**(a Development Stage Company)**

**Statements of Cash Flows**

**(Unaudited)**

 

 

 

 

 

 

 

 

 

 

 

 

For the Six Months Ended 

 

 

September 17, 2007

 

 

March 31,

 

 

(inception) through

 

 

2011

 

2010

 

** **

March 31, 2011

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net loss

 

$ 

(801,779)

 

$ 

(153,177)

 

$

(3,311,384)

Adjustments to reconcile net loss to total cash used in operations:

 

 

 

 

 

 

 

 

 

      Common stock for officer compensation 

 

 

570,000 

 

 

2,000 

 

 

2,802,000 

      Common stock for other services 

 

 

171,000 

 

 

-   

 

 

171,000 

      Common stock for Director's fees 

 

 

38,000 

 

 

-   

 

 

38,000 

   Change in assets and liabilities:

 

 

 

 

 

 

 

 

 

       Increase in accounts payable

 

 

12,850 

 

 

-   

 

 

12,850 

           Net cash used in operating activities

 

 

 (9,929)

 

 

 (151,177)

 

 

 (287,534)

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

-   

 

 

-   

 

 

-   

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

      Proceeds from loan, related party

 

 

500 

 

 

-   

 

 

500 

      Proceeds from subscriptions receivable

 

 

- 

 

 

5,000 

 

 

22,660 

      Advances from shareholders

 

 

-   

 

 

-   

 

 

290 

      Proceeds from the sale of common stock

 

 

19,975   

 

 

164,595 

 

 

278,510 

          Net cash provided by financing activities

 

 

20,475 

 

 

169,595 

 

 

301,960 

Net increase in cash 

 

 

10,546 

 

 

18,418 

 

 

14,426 

Cash at beginning of period

 

 

3,882 

 

 

6 

 

 

2 

Cash at end of period

 

$ 

14,428 

 

$ 

18,424 

 

$ 

14,428 

 

 

 

 

 

 

 

 

 

 

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

6****

**Independent Film Development Corporation**

**(A Development Stage Company)**

**Notes to Financial Statements**

**March 31, 2011**

**(Unaudited)**

**NOTE 1: HISTORY OF OPERATIONS**

Business Activity

Independent Film Development Corporation was incorporated on September 14, 2007 in the State of Nevada.  The Company filed an election to operate as a Business Development Company (“BDC”) under Section 54(a) of the Investment Company Act of 1940 (“1940 Act”) on April 24, 2008, but withdrew its election on September 30, 2009, and currently has a plan of operations to develop and distribute filmed entertainment.  For the ease of the reader, these financial statements have been prepared as if the Company were a development stage enterprise since inception.

The Company is in the development stage as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities.”

**NOTE 2: SIGNIFICANT ACCOUNTING POLICIES**

Preparation of Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information.  Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. 

The unaudited interim financial statements should be read in conjunction with the Company’s annual report on Form 10K, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the fiscal year ended September 30, 2010.  The interim results for the six months ended March 31, 2011 are not necessarily indicative of the results for the full fiscal year.

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented

Going Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not generated any revenue during the period September 14, 2007 (inception) through March 31, 2011 and has funded its operations primarily through the issuance of equity. This matter raises substantial doubt about the Company's ability to continue as a going concern.

These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Accordingly, the Company’s ability to accomplish its business strategy and to ultimately achieve profitable operations is dependent upon its ability to obtain additional debt or equity financing. Management plans to take the following steps that it believes will be sufficient to provide the Company with the ability to continue in existence:

Management intends to raise financing through private equity financing or other means and interests that it deems necessary. 

7****

 The Company, as described above, is in the business of investing in operations of other companies. There can be no assurance that the Company will be successful in its endeavor.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Stock Based Compensation

Shares of the Company’s common stock may be issued for services. These issuances are valued at the fair market value of the services provided and the number of shares issued is determined based upon what the price of the common stock is on the date of each respective transaction.

Estimates

The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Fair Value of Financial Instruments

The carrying amount of cash, notes receivable, accounts payable, accrued liabilities and notes payable, as applicable, approximates fair value due to the short-term nature of these items. The fair value of the related party notes payable cannot be determined because of the Company's affiliation with the parties with whom the agreements exist. The use of different assumptions or methodologies may have a material effect on the estimates of fair values.

ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures.  The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: 

·

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

·

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

·

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

The following table represents our assets and liabilities by level measured at fair value on a recurring basis at March 31, 2011.

Description

 

Level 1

 

Level 2

 

Level 3

 

 

 

 

 

 

 

 

 

none

 

none

 

none

 Income Taxes

Deferred taxes are calculated using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

8****

In June 2006, the FASB interpreted its standard for accounting for uncertainty in income taxes, an interpretation of accounting for income taxes.  This interpretation clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance the minimum recognition threshold and measurement attributable to a tax position taken on a tax return is required to be met before being recognized in the financial statements. The FASB’s interpretation had no material impact on the Company’s financial statements for the quarter ended March 31, 2011.

Earnings (Loss) Per Share

Basic earnings (loss) per share are computed by dividing the net income (loss) by the weighted-average number of shares of common stock and common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method. The calculation of fully diluted earnings (loss) per share assumes the dilutive effect of the exercise of outstanding options and warrants at either the beginning of the respective period presented or the date of issuance, whichever is later. At March 31, 2011, the Company's had no outstanding options or warrants.

Reclassification

Certain reclassifications have been made to the March 31, 2010 (unaudited) quarterly financial information to conform to the presentation used in the March 31, 2011 (unaudited) financial information.

**NOTE 3: RECENT ACCOUNTING PRONOUNCEMENTS**

In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.”  The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010.  Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update.  The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company. 

In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.”  The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted.  The Company’s adoption of provisions of ASU 2010-10 did not have a material effect on the financial position, results of operations or cash flows. 

In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations. 

In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis.  This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. 

In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend.  This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis.  The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.   

9****

In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. The adoption of this amendment did not have a material effect on the Company’s financial statements. 

In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. The adoption of this amendment did not have a material effect on the Company’s financial statements. 

In August 2009, FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard is effective for the Company on October 1, 2009. The adoption of this amendment did not have a material effect on the Company’s financial statements. 

On September 30, 2009, the Company adopted changes issued by the Financial Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP.  These changes establish the FASB Accounting Standards Codification (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP.  Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.  The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates.  Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification.  These changes and the Codification itself do not change GAAP.  Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Company’s financial statements. 

**NOTE 4: COMMON STOCK TRANSACTIONS**

During the period from September 17, 2007 (inception) through September 30, 2007 the Company issued 125 common shares for $500 cash.

During the year ended September 30, 2008 the Company issued 18,492 common shares for $35,942 cash.

During the year ended September 30, 2009 the Company issued 34,803 common shares for $25,000 cash and a subscription receivable in the amount of $85,000.

On September 30, 2009 the Company’s Board of Directors authorized the issuance of 200,000 common shares to Directors Robert Searcy and Patrick Peach, as compensation for two years’ services rendered, pursuant to Section 4(2) of the Securities Act of 1933.

On September 30, 2009 the Company’s Board of Directors authorized the issuance of, 200,000 shares and 500,000 shares to Jeff Ritchie, the Company’s President and Director for compensation for two years’ services rendered, and 10 million shares in exchange for business opportunities assigned to the company, pursuant to Section 4(2) of the Securities Act of 1933.

On September 30, 2009 the Company’s Board of Directors authorized the issuance of, 200,000 shares and 500,000 shares to Kenneth Eade, an Officer and Director for compensation for two years’ services rendered, 500,000 for two years’ legal services rendered, and 10,000,000 shares in exchange for business opportunities assigned to the company, pursuant to Section 4(2) of the Securities Act of 1933.

10****

During the three month period ended December 31, 2009 the Company issued 90,000 common stock shares for total consideration of $45,000. 

During the three months ended June 30, 2010 the Company issued 406,571 common shares for total consideration of $119,595. 
During the three months ended June 30, 2010, the Company issued 4,000 common shares for services totaling $2,000. 

During the three months ended September 30, 2010, the Company issued 130,000 common shares for total consideration of $32,500.

During the year ended September 30, 2010 the Company received $22,660 on its subscription receivable. 

On March 31, 2011 the Company’s Board of Directors authorized the issuance of 100,000 common shares for Director’s fees totaling $38,000. 

On March 31, 2011 the Company’s Board of Directors authorized the issuance of 750,000 shares each to Jeff Ritchie, the Company’s CEO and Kenneth Eade the Company’s CFO for compensation for services rendered in 2010, and an additional 200,000 shares to Kenneth Eade for legal services rendered, for total consideration of $646,000. 

During the three month period ended March 31, 2011, the Company issued 250,000 common shares for total consideration of $19,975.

During the three month period ended March 31, 2011, the Company authorized the issuance of 250,000 common shares for services valued at $95,000.

**NOTE 5: FILM LIBRARY**

The Company has currently not booked its library of films for distribution as assets due to a current lack of information on cost basis, and is in the process of valuation procedures in determining the cost basis thereof.

**NOTE 6: RELATED PARTY TRANSACTION**

As of June 30, 2011, the Company owed its officers a total of $7,423. The money was loaned to the company to cover certain operating expenses. In addition, a relative of one of the Company’s officers is owed $500 and a shareholder is owed $290, for funds advanced to cover certain expenses. Amounts are due on demand and have no stated rate of interest.

**NOTE 7: COMMITMENTS**

On October 1, 2010 the Company entered into a five year consulting agreement with Arriva Capital, LLC. Terms of the agreement require the Company to pay a commission on raised capital, a weekly retainer, subject to available funds, to be applied against the commission, reimbursement for certain expenses and shares of common stock to be contributed by principle shareholders. The company is currently in the process of rescinding this agreement

On March 31, 2011, the Company signed a common stock purchase agreement with Crisnic Fund, SA, (“Crisnic”), whereby the Company has the right, but not the obligation, to sell to Crisnic, up to $2 million worth of common stock, subject to the filing of a registration statement, at 99% of the market price on the first business day following the effective date of the registration statement.

11****

**NOTE 8: RESTATEMENT**

In conjunction with the Company’s change of their registered certified public accountant and their review of the current quarter it was determined that an error had been made in the valuation of 779,000 shares of common stock that were issued for officer compensation and other services in the prior quarter. In addition, these shares have not yet been issued by the transfer agent so it was deemed necessary to reclass them as a stock payable. All adjustments were in order to increase the expense for shares issued and to reclass the applicable amounts from common stock and additional paid in capital to common stock subscribed. An analysis of the applicable accounts in the restated March 31, 2011 balance sheet, results of operations and cash flows for the quarter then ended is as follows.

 

 

 As Reported 

 

 

 Adjustment 

 

 

 Restated 

  Common stock

$

2,484 

 

$ 

(161)

 

$

2,323 

  Additional paid in capital

 

3,157,303 

 

 

(564,114)

 

 

2,593,189 

  Common stock subscribed

 

19,975 

 

 

759,025 

 

 

779,000 

Deficit accumulated during development stage

 

(3,116,634)

 

 

(194,750)

 

 

(3,311,384)

 

 

For the Six Months Ended 

 

For the Three Months Ended 

 

 

March 31, 2011

 

March 31, 2011

 

 

 As Reported 

 

 

 Adjustment 

 

 

Restated

 

 

 As Reported 

 

 

 Adjustment 

 

 

Restated

  Professional fees

$

          70,400 

 

$

            19,000 

 

 $ 

89,400 

 

$

            69,900 

 

$

           18,950 

 

 $ 

88,850 

  Director's fees

 

28,500 

 

 

9,500 

 

 

38,000 

 

 

28,500 

 

 

9,500 

 

 

38,000 

  Stock for officer compensation

498,750 

 

 

71,250 

 

 

570,000 

 

 

498,750 

 

 

71,250 

 

 

570,000 

  Stock for services

 

- 

 

 

95,000 

 

 

95,000 

 

 

- 

 

 

95,000 

 

 

95,000 

**Statement of Cash Flows**

 

** As Reported**

 

 

** Adjustment**

 

 

**Restated**

   Net loss

 $ 

 (607,029)

 

 $ 

 (194,750)

 

 $ 

 (801,779)

      Common stock issued for compensation 

 

427,500 

 

 

142,500 

 

 

570,000 

      Common stock issued for other services 

 

128,250 

 

 

42,750 

 

 

171,000 

      Common stock issued for Director's fees 

 

28,500 

 

 

9,500 

 

 

38,000 

 

 

12****

**Item 2:  Management’s Discussion and Analysis or Plan of Operation**

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to the financial statements included elsewhere in this filing as well as with Management’s Discussion and Analysis or Plan of Operations contained in the Company’s Report on  Form 10-K for the period ended September 30, 2010, filed with the Securities and Exchange Commission.  Financial information for comparative periods has not been included as no significant operations have yet taken place and comparative information would not be useful.

Forward Looking Statements

This discussion and the accompanying financial statements (including the notes thereto) may contain “forward-looking statements” that relate to future events or our future financial performance, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward looking statements are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks and other factors include, among others, those listed under “Risk Factors” in Part II Item 1a. and those included elsewhere in this filing.  For a more detailed discussion of risks and uncertainties, see the Company’s public filings made with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update any forward-looking statements.

Plan of Operations

The company is actively reviewing and acquiring finished and partially finished films as well as developing film and television projects as co-productions. Additionally, we are in our initial phase of launching HollyWoodIndy.com a one-stop shop bridging entertainment insiders with new upcoming Writers, Actors, Directors and other industry professionals

 

**Sales and Distribution**: We have been actively targeting for acquisition finished and partially finished films for sales and distribution. Our mission as it relates to our distribution company division is content and sales. Building enough of a library to successfully package slates of film for sale around the world. Over the past two years we have acquired the distribution rights for the following feature films*:  LA Bounty, Rush Week, Trapper County War, Kamillions, Hostage, Sleep of Death (worldwide TV rights until 2015)*and * A Man of Passion*, starring Anthony Quinn.  We own 100% of the rights to these films in perpetuity.  All of these films are available for re-licensing rights worldwide.

We own a 30% producer’s share and the worldwide distribution rights to the 2008 award winning, $4,000,000 dramatic thriller “Say it in Russian” starring Faye Dunaway  and Rade Serbedzija . We own 100% of the distribution rights to the $200,000 Independent Feature “All That I Need”.  This film has the entire world available for sales.

We have 100% of the distribution rights of the award winning series, “AUTOGRAPH,” a 26 episode interview series with a host interviewing actors and directors in the entertainment industry. Some of the guests include Robert Duval, Michelle Phillips, Bo Derek, Janet Lee, David Carradine and director Phillip Noyce. The series has only been aired once on cable television and the worldwide rights are controlled by the Company.

We own the worldwide rights, subject to renewal of a $25,000 license fee, to the syndicated 1965-1966 television Cartoon series “The New Three Stooges”. This includes 156 cartoons with 41 live action sequences staring the stooges themselves. The cartoon segments have not been aired anywhere in the world for nearly 20 years and the live action sequences have been lost since their original airings 

13****

in the 1960’s.  We hold the only masters to these live action sequences. 

**Development & Production**: Our mission is to develop and produce films with high profit margins and built in “profit” safety nets. We will seek to leverage the combined talents of an experienced management/producing and sales/distribution team to develop, produce and acquire films for sale and distribution,  We will look to incorporate and acquire additional entertainment business’s that compliment and assist our current portfolio to increase the value of our overall securities, and enhance shareholder value. 

Our development and production arm controls the rights to four scripts:  *Deadland*s – Written by David Bond,, *Hotel Whiskey* – Written by Jack Moore,  *Never Submit*– written by Don Dunn,  *The Boys Club* – Written by Warren P. Linne. 

We have just signed a deal to Executive produce and act as sales agent for a slate of five $500,000 films with Cutting Edge Films, LLC. an Oregon based Production Company.  Our fees will be $20,000 per film plus a 20% commission on worldwide sales. 

We are currently developing a news/entertainment program featuring actors, directors, producers and other Hollywood personalities for a cutting edge series dealing with the current hot topics of the entertainment industry.

**HollywoodIndy.Com:** HollywoodIndy.com is an Internet based entertainment company specializing in social networking and resourcing for independent film and television development, production and distribution.  The social networking component of HollywoodIndy, which will invite any person to become a member and create their own profile, will be unique in that its main purpose will be to connect people with an interest in film and television production.  HollywoodIndy’s interface will have active pages with vidwo, graphics, interactive resumes, and links to other areas of the site as well as other member’s pages.  We are designing this aspect of the site to monetize the site through paid upgrades, which will allow upgraded members access to our jobs board and production /distribution resources.  Our resource database, fed by working professionals in the industry, will offer immediate access to upgraded members to resources in film and television development, screen writing, casting, budgeting, scheduling, financing and tax incentives, as well as completion bonds, locations, personnel, film equipment, support services, sound and film lab, digital intermediate services, delivery services, and full access to the Company’s film distribution services.  Our goal in distribution is to evaluate and obtain distribution rights to independent films our management team feels will be the most profitable, while offering online distribution to a full spectrum of segmented video and short films to full length features, with an aim to emulating Netflix for independent film distribution, and monetizing the YouTube phenomenon.

During the next twelve months, we plan to satisfy our cash requirements by funding from our principals and additional equity financing.  However, we may be unsuccessful in raising additional equity financing, and, thus, be able to satisfy its cash requirements.

We will need a minimum of $500,000 to satisfy our cash requirements for the next twelve months. We will not be able to operate if it we do not obtain equity financing through subsequent private offerings, or contributions from our principals.  If only a minimal amount of financing is raised, we will continue to satisfy our cash requirements by contributions from our principals, which we expect will continue to contribute for the next twelve months.   We depend upon capital to be derived from future financing activities such as subsequent offerings of our stock. Management believes that, if this offering and the subsequent private placements are successful, we will be able to generate revenue and become profitable from advertising sales and achieve liquidity within the next twelve months.

**Results of Operations – Three Months Ended March 31, 2011 as Compared to the Three Months Ended March 31, 2010**

General and administrative expenses decreased $116,657 to $12 from $116,669 for the three months ended March 31, 2011 as compared to the three months ended March 31, 2010. The considerable decrease in G&A expense was the result of the limited cash that was available for company expenses and the reclass of certain expenses from general and administrative expense.

Net loss increased by $680,693 to $797,632 from $116,669 for the three months ended March 31, 2011 as compared to the three months ended March 31, 2010.  During the three months ended March 31, 2011 the company issued stock for various services totaling $779,000. This was the major contributor to the increase in net loss.

14****

**Results of Operations – Six Months Ended March 31, 2011 as Compared to the Six Months Ended March 31, 2010**

General and administrative expenses decreased $150,298 to $2,879 from $153,177 for the six months ended March 31, 2011 as compared to the six months ended March 31, 2010. The considerable decrease in G&A expense was the result of the limited cash that was available for company expenses.

Net loss increased by $648,602 to $801,779 from $153,177 for the six months ended March 31, 2011 as compared to the six months ended March 31, 2010.  During the six months ended March 31, 2011 the company issued stock for various services totaling $779,000. This was the major contributor to the increase in net loss.

 ***Cash Flow***

During the six months ended March 31, 2011, the Company used $9,929 of cash for operating activities and received $19,975 in proceeds from the sale of common stock.

**Critical Accounting Estimates and Policies**

The discussion and analysis of our financial condition and plan of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates including, among others, those affecting revenue, the allowance for doubtful accounts, the salability of inventory and the useful lives of tangible and intangible assets. The discussion below is intended as a brief discussion of some of the judgments and uncertainties that can impact the application of these policies and the specific dollar amounts reported on our financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, or if management made different judgments 

**Item 3.  Quantitative and Qualitative Disclosures about Market Risk**

The Company’s business activities contain elements of risk. The Company considers a principal type of market risk to be a valuation risk. All assets will be valued at fair value as determined in good faith by or under the direction of the Board of Directors, which will be based on our geologic reports.  Market prices of common equity securities in general, are subject to fluctuations which could cause the amount to be realized upon sale to differ significantly from the current reported value. The fluctuations may result from perceived changes in the underlying economic characteristics of the Company’s assets, general market conditions and supply and demand.

**Item 4: Controls and Procedures**

Evaluation of disclosure controls and procedures

Under the supervision and with the participation of our management, including our President, Chief Executive Officer/Chief Financial Officer (the “Certifying Officer”) we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, the Certifying Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective. We identified material weaknesses discussed below in the managements report on internal control over financial reporting.

Report of Management on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

(i)           Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

15****

(ii)           Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

(iii)           Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of 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. Also, 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.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement to the Company’s annual or interim financial statements will not be prevented or detected.

  

 

In the course of management’s assessment, we have identified the following material weaknesses in internal control over financial reporting:

●           Segregation of Duties – As a result of limited resources, we did not maintain proper segregation of incompatible duties. Namely the lack of an audit committee, an understaffed financial and accounting function, and the need for additional personnel to prepare and analyze financial information in a timely manner and to allow review and on-going monitoring and enhancement of our controls. The effect of the lack of segregation of duties potentially affects multiple processes and procedures.

 

●           Maintenance of Current Accounting Records – This weakness specifically affects the characterization of related party loans and their uses, and therefore we failed to maintain effective internal controls over the completeness of loans, expenses and other capital transactions.

We are in the continuous process of improving our internal control over financial reporting in an effort to eliminate these material weaknesses through improved supervision and training of our staff, but additional effort is needed to fully remedy these deficiencies. Management has engaged an accountant as a consultant to assist with the financial reporting process in an effort to mitigate some of the identified weaknesses. 

Because of its inherent limitations, 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.

 

Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting since the last fiscal quarter of calendar year 2010, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

**PART II – OTHER INFORMATION**

**Item 1. Legal Proceedings**

In the normal course of business, the Company is, and in the future may be, subject to various disputes, claims, lawsuits, and administrative proceedings arising in the ordinary course of business with respect to commercial, employment and other matters, which could involve substantial amounts of damages. In the opinion of management, any liability related to any such known proceedings would have a material adverse effect on the business or financial condition of the Company.  Additionally, from time to time, we may pursue litigation against third parties to enforce or protect our rights under our contracts, trademarks, trade secrets and our intellectual property rights generally.  At the present time, the Company is not the subject of any lawsuits or claims.

**Item 1A Risk Factors**

We are subject to various risks which may materially harm our business, financial condition and results of operations. You should carefully consider the risks and uncertainties described below and the other information in this filing before deciding to purchase our common stock. If any of these risks or uncertainties actually occurs, our business, financial condition or operating results could be materially harmed. In that case, the trading price of our common stock could decline and you could lose all or part of your investment.

 

16****

***We are a relatively young company with a limited operating history***

 

Since we are a young company, it is difficult to evaluate our business and prospects. At this stage of our business operations, even with our good faith efforts, potential investors have a high probability of losing their investment. Our future operating results will depend on many factors, including the ability to generate sustained and increased demand and acceptance of our products, the level of our competition, and our ability to attract and maintain key management and employees. While management believes their estimates of projected occurrences and events are within the timetable of their business plan, there can be no guarantees or assurances that the results anticipated will occur.

***We expect to incur net losses in future quarters.***

*** ***

If we do not achieve profitability, our business may not grow or operate. We may not achieve sufficient revenues or profitability in any future period. We will need to generate revenues from the sales of our products or take steps to reduce operating costs to achieve and maintain profitability. Even if we are able to generate revenues, we may experience price competition that will lower our gross margins and our profitability. If we do achieve profitability, we cannot be certain that we can sustain or increase profitability on a quarterly or annual basis.

***We will require additional funds to operate in accordance with our business plan.***

*** ***

We may not be able to obtain additional funds that we may require. We do not presently have adequate cash from operations or financing activities to meet our short or long-term needs.  If unanticipated expenses, problems, and unforeseen business difficulties occur, which result in material delays, we will not be able to operate within our budget. If we do not achieve our internally projected sales revenues and earnings, we will not be able to operate within our budget. If we do not operate within our budget, we will require additional funds to continue our business.

If we are unsuccessful in obtaining those funds, we cannot assure you of our ability to generate positive returns to the Company. Further, we may not be able to obtain the additional funds that we require on terms acceptable to us, if at all. We do not currently have any established third-party bank credit arrangements. If the additional funds that we may require are not available to us, we may be required to curtail significantly or to eliminate some or all of our development, manufacturing, or sales and marketing programs.

 

We may seek to obtain them primarily through equity or debt financings. Such additional financing, if available on terms and schedules acceptable to us, if available at all, could result in dilution to our current stockholders and to you. We may also attempt to obtain funds through arrangement with corporate partners or others. Those types of arrangements may require us to relinquish certain rights to our intellectual property or resulting products.

W***e are highly dependent on Jeff Ritchie, our CEO. The loss of Mr. Ritchie, whose knowledge, leadership, and technical expertise upon which we rely, would harm our ability to execute our business plan.***

*** ***

We are largely dependent on Jeff Ritchie, our CEO, for specific proprietary technical knowledge. Our ability to successfully market and distribute our products may be at risk from an unanticipated accident, injury, illness, incapacitation, or death of Mr. Ritchie. Upon such occurrence, unforeseen expenses, delays, losses and/or difficulties may be encountered.  Our success may also depend on our ability to attract and retain other qualified management and sales and marketing personnel. We compete for such persons with other companies and other organizations, some of which have substantially greater capital resources than we do. We cannot give you any assurance that we will be successful in recruiting or retaining personnel of the requisite caliber or in adequate numbers to enable us to conduct our business.

***If  capital  is  not  available  to  us to expand our business operations,  we  will  not  be able to pursue our business plan.***

We will require substantial additional capital  to  acquire additional properties and to participate in the development of those properties.  Cash flows from operations, to the extent available, will be used to fund these expenditures.  We intend to seek additional capital from loans from current shareholders and from public and private equity offerings.  Our  ability  to  access  capital  will  depend  on  its  success  in participating  in  properties that are successful in exploring for and producing oil  and gas at profitable prices.  It will also be dependent upon the status of the  capital  markets  at  the  time  such capital is sought.  Should sufficient capital not be available, the development of our business plan could be delayed and, accordingly, the implementation of the USD Energy's business strategy would be adversely affected. In such event it would not be likely that investors would obtain a profitable return  on  their investments or a return of their investments.

 

17****

***Nevada Law and Our Charter May Inhibit a Takeover of Our Company That Stockholders May Consider Favorable***

Provisions of Nevada law, such as its business combination statute, may have the effect of delaying, deferring or preventing a change in control of our company. As a result, these provisions could limit the price some investors might be willing to pay in the future for shares of our common stock.

***Our Officers and Directors Have the Ability to Exercise Significant Influence Over Matters Submitted for Stockholder Approval and Their Interests May Differ From Other Stockholders***

Our executive officers and directors, whether acting alone or together, may have significant influence in determining the outcome of any corporate transaction or other matter submitted to our stockholders for approval, including mergers, acquisitions, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of these executive officers and directors may differ from the interests of the other stockholders.

***Our Common Stock Has a Limited Market***

Our common stock currently trades on the over-the –counter bulletin board, but trading volume has been limited and our stock price volatile.   Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations which could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. Substantial fluctuations in our stock price could significantly reduce the price of our stock.

***The Penny Stock Rules cover our stock, which may make it difficult for a broker to sell investors= shares.  This may make our stock less marketable, and liquid, and result in a lower market price.
 Our common stock is a penny stock, which means that SEC rules require broker dealers who make transactions in the stock to comply with additional suitability assessments and disclosures than they would in stock that were not penny stocks, as follows:

Prior to the transaction, to approve the person's account for transactions in penny stocks by obtaining information from the person regarding his or her financial situation, investment experience and objectives, to reasonably determine based on that information that transactions in penny stocks are suitable for the person, and that the person has sufficient knowledge and experience in financial matters that the person or his or her independent advisor reasonably may be expected to be capable of evaluating the risks of transactions in penny stocks. In addition, the broker or dealer must deliver to the person a written statement setting forth the basis for the determination and advising in highlighted format that it is unlawful for the broker or dealer to effect a transaction in a penny stock unless the broker or dealer has received, prior to the transaction, a written agreement from the person. Further, the broker or dealer must receive a manually signed and dated written agreement from the person in order to effectuate any transactions is a penny stock.

Prior to the transaction, the broker or dealer must disclose to the customer the inside bid quotation for the penny stock and, if there is no inside bid quotation or inside offer quotation, he or she must disclose the offer price for the security transacted for a customer on a principal basis unless exempt from doing so under the rules.

Prior to the transaction, the broker or dealer must disclose the aggregate amount of compensation received or to be received by the broker or dealer in connection with the transaction, and the aggregate amount of cash compensation received or to be received by any associated person of the broker dealer, other than a person whose function in solely clerical or ministerial.

The broker or dealer who has effected sales of penny stock to a customer, unless exempted by the rules, is required to send to the customer a written statement containing the identity and number of shares or units of each such security and the estimated market value of the security. Imposing these reporting and disclosure requirements on a broker or dealer make it unlawful for the broker or dealer to effect transactions in penny stocks on behalf of customers. Brokers or dealers may be discouraged from dealing in penny stocks, due to the additional time, responsibility involved, and, as a result, this may have a deleterious effect on the market for IFDC 's stock.

18****

**Item 2. Unregistered Sales of Equity Securities and Use of Proceeds**

The following securities were issued by Independent Film Development Corp. and were not registered under the Securities Act:

On September 24, 2007, 125 shares of common stock were issued to Kenneth Eade, pursuant to Section 4(2) of the Securities Act of 1933, in exchange for $500 cash.

On November 29, 2007, 1,000,000 shares of common stock were issued to officer and director Kenneth Eade, in exchange for preferred stock of Imperia Entertainment, Inc., pursuant to Section 4(2) of the Securities Act of 1933.  

On November 29, 2007, 1,000,000 shares of common stock were issued to officer and director George Ivakhnik, in exchange for preferred stock of Imperia Entertainment, Inc., pursuant to Section 4(2) of the Securities Act of 1933.  

  

On December 30, 2007, 1,245 shares of common stock were issued to Kenneth Eade, pursuant to Section 4(2) of the Securities Act of 1933, in exchange for $4,980 cash.  

On June 30, 2008, 2,691 shares of common stock were issued to Kenneth Eade, pursuant to Section 4(2) of the Securities Act of 1933, in exchange for $10,764 in cash.

On June 30, 2008, 9,439 shares of common stock were issued to Kenneth Eade, pursuant to Section 4(2) of the Securities Act of 1933, in exchange for $1,800 in cash and $35,396 in forgiveness of debt.

On or about July 22, 2008, 27,500 shares of common stock were issued to a non-affiliate investor, pursuant to Section 4(2) of the Securities Act of 1933, and Regulation D, Rule 506, in exchange for a $110,000 subscription, $25,000 of which was paid in cash and $85,000 of which was due on February 26, 2009.

On August 22, 2008, 525 shares of common stock were issued to non-affiliate investors, pursuant to Section 4(2) of the Securities Act of 1933, and other applicable exemptions.

On August 26, 2008, the entire transaction by which shares of Imperia Entertainment, Inc. were acquired was mutually rescinded and the transaction was accounted for as follows:

On August 28, 2008, 1,250 shares of common stock were issued to non-affiliate investors, pursuant to Section 4(2) of the Securities Act of 1933, and other applicable exemptions.

On September 12, 2008, 125 shares of common stock were issued to non-affiliate investors, pursuant to Section 4(2) of the Securities Act of 1933, and other applicable exemptions.

On September 27, 2008, 717 shares of common stock were issued to non-affiliate investors, pursuant to Section 4(2) of the Securities Act of 1933, and other applicable exemptions.

On or about September 30, 2009, 200,000 shares each were issued to Directors Robert Searcy and Patrick Peach, as compensation for two years’ services rendered, pursuant to Section 4(2) of the Securities Act of 1933.

On or about September 30, 2009, 200,000 shares and 500,000 shares were issued to Jeff Ritchie for compensation for two years’ services rendered, and 10 million shares in exchange for business opportunities assigned to the company, pursuant to Section 4(2) of the Securities Act of 1933.

On or about September 30, 2009, 200,000 shares and 500,000 shares were issued to Kenneth Eade for compensation for two years’ services rendered, 500,000 for two years’ legal services rendered, and 10,000,000 shares in exchange for business opportunities assigned to the company, pursuant to Section 4(2) of the Securities Act of 1933.

During the year ended September 30, 2010, the Company issued 626,571 shares of common stock for a total aggregate consideration of $197,095 to 11 investors, in reliance upon Section 4(2) of the Securities Act of 1933.

During the three month period ended March 31, 2011, the Company issued 250,000 common shares for total consideration of $19,975, pursuant to Section 4(2) of the Securities Act of 1933.

19****

No underwriters were used in any of the above-referenced sales

**Item 3. Defaults Upon Senior Securities**

None.

**Item 4. Submission of Matters to a Vote of Security Holders**

None.

**Item 5. Other Information**

None.

 

**Exhibit 6. Exhibits**

**Exhibit No.**

**                                                     Description**

 

 

**31.1**

Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a)

**31.2**

Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a)

**32.1**

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350

**32.2**

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

20****

**SIGNATURES**

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

Date: August 18, 2011

 

**INDEPENDENT FILM DEVELOPMENT CORPORATION**

BY:      Jeff Ritchie

           /s/ Jeff Ritchie                                         

                Jeff Ritchie

                Chief Executive Officer and Director 

By:        Kenneth Eade

           /s/Kenneth Eade                                    

              Kenneth Eade               

              Chief Financial Officer and Director 

 

 

 

21

 

** *****