U.S. Securities and Exchange Commission
Washington D.C. 20549
Form 10-KSB/A
(Mark One)
[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2005
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______________ to _______________
Commission file number 0-50164
DOLPHIN PRODUCTIONS, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 87-0618756
------------------------------------- --------------------------------------
(State or other jurisdiction of (Employer Identification No.)
incorporation or organization)
2068 Haun Avenue, Salt Lake City, Utah 84121
(Address of principal executive offices)
(801) 450-0716
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days.
Yes (X) No ( )
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
770,000 shares of the issuers $.001 par common stock were outstanding as
of September 30, 2005, the issuers most recent fiscal year end.
Securities registered pursuant to section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None N/A
------------------ -----------------------------------------
Securities registered pursuant to section 12(g) of the Act:
The Companys $.001 par common stock
(770,000 shares issued and outstanding on September 30, 2005)
---------------
(Title of class)
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB. [ ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes X No [i.e. The
Company has: (1) nominal operations; and (2) assets consisting of cash
and nominal other assets].
State issuer's revenues for its most recent fiscal year: $ 1201
State the aggregate market value of the voting and nonvoting common equity
held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked prices of such
common equity, as of a specified date within the past 60 days: There is
no active market for the Companys securities and, to the best of the
Companys knowledge, there have been no transfers of any of the Companys
securities within the last year.
See also Item 11. Of the 770,000 shares outstanding, 520,500 shares are
held by officers, directors and/or other affiliates. Non-affiliates hold
249,500 shares. In November of 2005, the Companys common stock began
trading on the OTC Bulletin Board under the symbol DPNP. On December 9,
2005, the last trade was at $1.45 per share. A total of 3,752 shares were
traded on that date. If that price ($1.45 per share) were applied to all
stock held by non-affiliates, the aggregate market value of the common
stock held by non-affiliates would be approximately $360,000 ($1.45/share
x 249,500 shares). The Company expresses no opinion as to the market
value of the Companys common stock.
State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date: 770,000 shares of $.001
par common as of September 30, 2005.
Documents incorporated by reference: See Item 13, Exhibits and Reports.
The original edgar version of this Form 10-KSB was missing the report of
the independent auditor. This amendment is filed to include the report of
the independent auditor.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
HISTORY AND ORGANIZATION
Dolphin Productions, Inc., (the Company) was organized under the laws of
the state of Nevada on June 26, 1998. The Company has provided musical
and other performance services for concerts and public events. During the
fiscal year ended September 30, 2003, the Company determined to shift its
emphasis away from the presentation of concerts and toward the Internet
marketing of recorded music. The Company has not presented live musical
concerts during the last two fiscal years. The Company owns the rights to
the domain name dolphinproductions.net. The Company has encountered
substantial competitive, legal, technological and financial obstacles to
its entry into the business of marketing recorded music through the
Internet. The Company has not generated substantial revenues from
Internet marketing of musical properties.
ITEM 2. DESCRIPTION OF PROPERTIES
In order to conserve cash, the Company closed its business office at 39
Exchange Place in Salt Lake City, Utah. The Company conducts limited
operations through a single retail music store located at 5450 Green
Street in Murray, Utah. A member of the Companys board of directors is
the president of the corporate operator of the retail music store. The
Company does not pay rent for its limited use of the retail music store.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Common Stock is quoted and traded over the OTC Bulletin Board under
the symbol DPNP.
RECENT SALES OF UNREGISTERED SECURITIES
No unregistered shares of the Companys common stock were issued or sold by
the Company during the fiscal year ended September 30, 2005. See
Statement of Stockholders Equity within the attached Financial Statements,
together with the Notes to Financial Statements.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Liquidity and Capital resources
Total assets of the Company at September 30, 2005, were $10,683 consisting
entirely of cash. As of September 30, 2004, the Company had a cash
balance of $21,002 for a net decrease in cash of $10,319 during the year.
At September 30, 2005, the Company had available unused operating loss
carryforwards of approximately $45,200 which may be applied against future
taxable income and which expire in 2025. See the Financial Statements and
the Notes thereto.
Liabilities of the Company as of September 30, 2005, totaled $159. See
Balance Sheet.
Results of Operations
The Company generated Revenues of $1201 during the fiscal year ended
September 30, 2005. All revenues were generated from the sale of compact
disks into the retail market. No Revenues were generated from the sale of
music through the Internet. The Company has encountered significant
competitive, technological, legal and financial barriers to its entry into
the Internet marketing business. The Company has no assurance or current
expectation that it will generate revenues in the future from the sale of
recorded music over the Internet or that it will be able to generate
revenues in the future.
The Net Loss for the year 2005 was ($6,505) (a loss of $0.01 per share)
compared to a Net Loss of ($14,136) in 2004 (a loss of $0.03 per share).
The Company generated nominal revenue from the sale of compact discs, but
has not generated any revenues from the Internet marketing of recorded
music. The Company has no assurance that its present cash reserves will
be sufficient to carry out a successful business plan.
Cautionary Statement Regarding Forward-Looking Statements
Statements made in this document that express the Company's or
management's
Intentions, plans, beliefs, expectations or predictions of future events,
are "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, and are made pursuant to and in
reliance on the safe harbor provisions of such sections. The words
"believe", "expect","intend", "estimate", "anticipate", "will" and similar
expressions are intended to further identify such forward-looking
statements, although not all forward-looking statements contain these
identifying words. Those statements are based on many assumptions and
are subject to many known and unknown risks, uncertainties and other
factors that could cause the Company's actual activities, results or
performance to differ materially from those anticipated or projected in
such forward-looking statements, including risk factors summarized below.
The Company cannot guarantee future results, levels of activity,
performance or achievements and investors should not place undue reliance
on the Company's forward-looking statements. The forward-looking
statements contained herein represent the judgment of the Company as of
the date of this document, and the Company expressly disclaims any
intent, obligation or undertaking to update or revise such forward-
looking statements to reflect any change in the Company's expectations
with regard thereto or any changes in events, conditions or circumstances
on which any such statements are based.
Risk Factors
Factors that could cause the Company's actual activities and results of
performance to differ materially from the Company's or management's
intentions, plans, beliefs, expectations or predictions of future events
include risks and uncertainties relating to the following:
The Company has lost money historically and has embarked upon an
enterprise in which it has no experience or operating history. The
Company had net losses for the years ended September 30, 2005 and 2004.
The Company's operations are not likely to be profitable in the near
future. If the Company is not profitable in the near future, the Company
will likely have difficulty sustaining its operations or obtaining funds
to continue its operations. The Company competes against companies that
are more experienced, better capitalized, and that have access to better
technology. The Company's ability to grow and to compete will likely be
constrained by its lack of capital, its lack of competitive technology and
its lack of experience in the marketplace.
The Company is not likely to generate or acquire sufficient cash flow from
operations to meet its future obligations or to implement a successful
business plan.
The Company may seek to acquire assets that complement and/or enhance the
Companys transition into the Internet marketing business. The Company may
not be able to negotiate, finance or close such acquisitions. The
Company may not be able to negotiate such acquisitions on acceptable terms
or at all. If such acquisitions are successfully negotiated, the terms
thereof may require the Company to incur additional indebtedness or issue
additional equity securities. The Company may not be able to obtain such
financing on acceptable terms or at all.
The terms and conditions of acquiring businesses or assets could adversely
affect the value of the Company's stock. In order to consummate
acquisitions, the Company may be required to take action that could
adversely affect the value of the Company's stock, such as issuing
additional shares of common stock, convertible preferred stock,
convertible subordinated debt, or other equity-linked securities,
resulting in the likely dilution of existing shareholder interests or in
other adverse effects upon existing shareholders; undertaking a reverse
stock split; changing the name, Board of Directors, or officers of the
Company; entering into new lines of business; forming business
combinations or strategic alliances with potential business partners; or
taking other actions. Any one or more of these actions may adversely
affect the Company and the value of the Company's common stock.
The Company's success may depend on its ability to attract and retain key
personnel who are capable of managing growth in e-commerce.
Weak general economic and business conditions may adversely affect the
Company's revenues and operating margins. Weak general economic and
business conditions, international tensions and wars, globally,
nationally, regionally or locally, may have a significant adverse effect
on the Company's revenues and operating margins.
The Company faces competition from competitors that are larger, more
established and better capitalized. Competition in the Internet marketing
and music industries are intense. If the Company fails to compete
successfully against current or future competitors, the Company's
business, financial condition and operating results would be seriously
harmed.
Some of the Company's competitors may develop technologies, markets and
inventories that are superior to, or have greater market acceptance than,
the technologies and inventory that the Company may develop, acquire or
offer.
The Companys interests in intellectual property rights are revocable. The
Company estimates that its inventory of recorded music and property rights
has no value.
The Company's success depends upon the continued use of the Internet as a
means for marketing original music and the ability of the Company to
compete against larger and better capitalized companies that have an
existing presence in the marketplace.
Increasing government regulations or taxation could adversely affect the
Company's business. The Company is affected not only by regulations
applicable to businesses generally, but also by laws, regulations and
taxes directly applicable to e-commerce. Legislation, regulation or tax
changes could dampen the growth of the Internet and decrease its
acceptance as a commercial medium. If such a decline occurs, the decrease
in the demand for the Company's services would seriously harm the
Company's business and operating results. Any new laws, regulation and
taxes may govern, restrict, tax or affect any of the following issues:
user privacy, the pricing and taxation of goods and services offered over
the Internet; the content of web sites; consumer protection; and the
characteristics and quality of products and services offered over the
Internet.
The Company seeks to acquire intellectual property rights to music and
other artistic creations. With limited financial resources, the Company
may be unable to protect the Company's intellectual property rights, if
any should be acquired. The Company may not be able to safeguard, or
deter misappropriation of, the Company's inventory of intellectual
property rights. In addition, the Company may not be able to detect
unauthorized use of the Company's intellectual property and take
appropriate steps to enforce the Company's rights. If third parties
infringe or misappropriate the Company's copyrights, or other proprietary
information or intellectual property, the Company's business could be
harmed. In addition, although the Company believes that its proprietary
rights do not infringe the intellectual property rights of others, other
parties may assert infringement claims against the Company or claim that
the Company has violated intellectual property rights. Such claims, even
if not true, could result in significant legal and other costs and may be
a distraction to the Company's management.
The market for the Company's common stock is small and few shares are
traded. Consequently, shareholders may find it difficult to sell their
common stock in the Company.
A significant portion of the Company's stock is owned by insiders. The
current directors and officers of the Company beneficially own a
significant percentage of the Company's outstanding shares of common
stock. Accordingly, these stockholders will have substantial influence
over the Company's policies and management.
The Company has not paid dividends and does not expect to do so in the
foreseeable future. The Company has not paid dividends since its
inception and does not expect to in the foreseeable future, so the
Company's stockholders will not be able to receive any return on their
investment without selling their shares. The Company presently
anticipates that all earnings, if any, will be retained for development of
the Company's business. Any future dividends will be subject to the
discretion of the Board of Directors and will depend on, among other
things, the Company's future earnings, operating and financial condition,
capital requirements, and general business conditions.
SEGMENT ANALYSIS
All of the Company's operations are conducted within a single operating
segment.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company are set forth immediately
following the signature page to this form 10-KSB.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Furnish the information required by Item 304(b) of Regulation S-B: None.
ITEM 8A: CONTROLS AND PROCEDURES
Furnish the information required by Items 307 of Regulation S-B (17 CFR
228.307) and 308 (17 CFR.308) of Regulation S-B.
The Company's principal executive officer and principal financial
officer are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: (1)
designed such disclosure controls and procedures to ensure that material
information relating to the Company is made known to them, particularly
during the period in which the periodic reports are
being prepared; (2) designed such internal control over financial
reporting 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; (3) evaluated the effectiveness of the Company's disclosure
controls and procedures as of the end of the fiscal year, September 30,
2005, (the "Evaluation Date").
In connection with the preparation of periodic financial
statements, all corporate officers and directors are provided with
complete summaries of all corporate transactions. In effect, the board of
directors reviews each of the Companys transactions.
Based on their evaluation of disclosure controls and procedures as of
the Evaluation Date, the principal executive officer and the principal
financial officer have concluded that nothing indicated: (1) any
significant deficiencies in the design or operation of internal controls
which could adversely affect the Company's ability to record, process,
summarize and report financial data; (2) any fraud, whether or not
material, that involves management or other employees who have a
significant role in the Company's internal controls; or (3) any material
weaknesses in internal controls that have been or should be identified for
the Company's auditors and disclosed to the Company's auditors and the
audit committee of the board of directors.
Changes in internal control over financial reporting. There was no
significant change in the Company's internal control over financial
reporting that occurred during the most recent fiscal year that has
materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
Item 8B: OTHER INFORMATION
Disclose any information required to be disclosed in a report on Form 8-K
during the fourth quarter (ending September 30, 2005): None.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The following table sets forth the executive officers, directors and
significant employees of the Company:
Name Age and Office
Richard H. Casper: Age: 60. President, Director and Chairman of the
Board of Directors.
Scott S. Summerhays: Vice President and Director.
Kristy Chambers, CPA: Director, Secretary and Chair of Audit Committee.
Pamela Lindquist: Director, vice-president, chief accounting
officer and assistant secretary.
The following are biographical summaries of the experience of the
officers and directors of the Company:
Richard H. Casper: Attorney since 1982. Member of the Utah State Bar.
Masters degree in Business Administration (MBA) from
University of Utah (1975); practiced as CPA in
California, Idaho and Utah between 1970 and 1982.
Executive vice president of trucking company from
1974-1979. For the last five years, Mr. Casper has
been a self-employed attorney and business consultant.
He has been president and chairman of the board of
directors of the Company since its inception.
Scott S. Summerhays: B.S. Degree from University of Utah (1989).
Masters degree in Business Administration (MBA) from
University of Utah (1991). Honors Graduate, Deans
Scholar. President and Chief Operating Officer of
Summerhays Music Centers, the largest dealer of music
instruments in Utah. For the last five years, Mr.
Summerhays has been employed by Summerhays Music
Centers, Inc. He has been a director since December
of 2002. Owns 5,000 shares of stock, acquired in
September, 2004, as compensation.
Kristy Chambers: Bachelor of Arts degree from UCLA; masters degree
in taxation from Washington School of Law. Certified
Public Accountant (CPA) licensed in California and
Utah. Currently Chief Financial Officer of Planned
Parenthood of Utah (PPU). During the last five years,
she has been comptroller and chief financial officer
of PPU, of Planned Parenthood of Utah, and of McCall
Management. She has been an officer of the Company
from its inception in 1998. Owns 6,000 shares of the
Companys stock, including 5,000 shares acquired in
September of 2004 as compensation.
Pamela Lindquist: Holds a bachelors degree from Brigham Young
University. For the last five years, she has been a
self-employed musician and private investigator. She
has been an officer and director of the Company since
its inception in 1998, with the exception of a two-
month hiatus between November of 2002 and January of
2003. Owns 20,000 shares of the Companys stock,
including 5,000 shares obtained as compensation in
September, 2004, and 10,000 shares purchased as part
of the Companys private placement of stock in
September of 2004.
Audit Committee: At a meeting of the board of directors held on March
18, 2003, the Company formed an Audit and Compensation Committee chaired
by Kristy Chambers, CPA. She is a CPA licensed to practice within the
state of Utah and is the audit committee financial expert. As an officer
of the Company, she is not independent as that term is used in Item
7(d)(3)(iv) of Schedule 14A under the Exchange Act.
All officers and directors devote full-time to other business,
employment or professional pursuits. No officer or director devotes, on
average, more than four hours per month to the business of the Company.
No compensation was awarded or paid to any officers or directors
during the fiscal year ended September 30, 2005. During the previous
fiscal year ended September 30, 2004, the Company issued 25,000 shares of
stock to officers and directors, but the Company currently has no plan or
commitment to pay any officers or directors in cash or stock in the
future.
All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected and
qualified. There are no agreements with respect to the election of
directors. Other than the Audit and Compensation Committee, the Company
does not have any standing committees.
To the knowledge of management, during the past five years, no present or
former director or executive officer of the Company:
(1) filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer
appointed by a court for the business or property of such person, or any
partnership in which he was a general partner at or within two years
before the time of such filing, or any corporation or business association
of which such person was an executive officer at or within two years
before the time of such filing;
(2) was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining such person from or otherwise
limiting, the following activities:
(i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, associated person of any of the foregoing, or as an
investment advisor, underwriter, broker or dealer in securities, or as an
affiliate person, director or employee of any investment company, or
engaging in or continuing any conduct or practice in connection with such
activity;
(ii) engaging in any type of business practice; or
(iii) engaging in any activity in connection with the purchase or sale of
any security or commodity or in connection with any violation of federal
or statesecurities laws or federal commodities laws;
(4) was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority
barring, suspending, or otherwise limiting for more than 60 days the right
of such personto engage in any activity described above, or to be
associated with persons engaged in any such activity;
(5) was found by a court of competent jurisdiction in a civil action or by
the Securities and Exchange Commission to have violated any federal or
state securities law, and the judgment in such civil action or finding by
the Securities and Exchange Commission has not been subsequently reversed,
suspended, or vacated; or
(6) was found by a court of competent jurisdiction in a civil action or
by the Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Company is not subject to the requirements of Section 16(a) of the
Exchange Act.
ITEM 10. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
During the fiscal year ended September 30, 2005, the Company paid no
compensation to any of its officers or directors.
Bonuses and Deferred Compensation
None
Compensation Pursuant to Plans.
None.
Pension Table
None.
Other Compensation
None.
Compensation of Directors.
None.
Employment Contracts and Termination of Employment, and Change-in-Control
Arrangements.
There are no compensatory plans or arrangements, including payments
to be received from the Company, with respect to any person.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Companys Common Stock as of September 30, 2005 for: (i)
each person who is known by the Company to own beneficially more than 5%
of the outstanding shares of Common Stock, (ii) each director of the
Company, (iii) each of the named executives and (iv) all directors and
executive officers of the Company as a group. The following table is
unchanged from September 30, 2004, when there were likewise 770,000 shares
of Common Stock issued and outstanding.
Name and Address of Amount and Nature Percent of Class (1)
Beneficial Owner of
Beneficial
Ownership
Richard H. Casper 489,000 shares held 63.506 %
President, Director as Personal
and Holdings (206,500
Chairman of the shares) and by
Board rules of
2068 Haun Avenue attribution for
Salt Lake City, Utah beneficial
84121 interests held by
Casper Partners,
LC, (282,500
shares) a Utah
limited liability
company controlled
by Mr. Casper
Scott S. Summerhays 5000 0.65%
Director
Kristy Chambers
Secretary, Director 6000 0.780%
Pamela Lindquist 20000 2.597%
Director, Vice-
President
Directors and
Officers as a Group: 520,000 shares 67.60%
Note (1): Based on 770,000 shares of common stock outstanding as of
September 30, 2005 and 2004.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT AND OTHERS
During the fiscal year ended September 30, 2005, the company paid $975 to
Kristy Chambers, a director, secretary and chair of the Audit and
Compensation Committee for the preparation of the Companys income tax
returns.
During the fiscal year ended September 30, 2005, the Company has utilized
for its general operations a portion of Summerhays Music Company, without
rent, at 5450 Green Street, Murray, Utah. Scott Summerhays, a director
and vice-president of the Company, is President of the Summerhays Music
Company.
TRANSACTIONS WITH PROMOTERS
None.
ITEM 13. EXHIBITS AND REPORTS
(a)(1)FINANCIAL STATEMENTS. The following financial statements are filed
as part of this report:
Title of Document
-----------------
Report of Pritchett, Siler & Hardy, Certified Public Accountants
Independent Auditors Report
Balance Sheet, September 30, 2005
Statements of Operations, for the years ended September 30, 2005, and
2004, and from inception on June 26, 1998, through September 30, 2005.
Statement of Stockholders' Equity from inception on June 26, 1998, through
September 30, 2005.
Statements of Cash Flows for the years ended September 30, 2005, and 2004
and from inception on June 26, 1998 through September 30, 2005.
Notes to Financial Statements
(a)(2)FINANCIAL STATEMENT SCHEDULES. The following financial statement
schedules are included as part of this report:
See Notes to Financial Statements.
(a)(3)EXHIBITS. The following exhibits are filed as part of this report:
See schedules contained within Financial Statements.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees: The aggregate fees billed for each of the last two fiscal
years for professional serviced rendered by the principal accountant for
the audit of the Companys annual financial statement and review of
financial statements included in the Companys 10-QSB reports and services
normally provided by the accountant in connection with statutory and
regulatory filings or engagements were $4,875 for the fiscal year ended
September 30, 2005 and $3,690 for the fiscal year ended September 30,
2004.
Audit-Related Fees: The aggregate fees billed in each of the last two
fiscal years for assurance and related services by the principal
accountant that are reasonably related to the performance of the audit or
review of the Companys financial statements that are not reported above
were $0 for the fiscal year ended September 30, 2005 and $0 for the fiscal
year ended September 30, 2004.
Tax Fees: The aggregate fees billed in each of the last two fiscal years
for professional services rendered by the principal accountant for tax
compliance, tax advice, and tax planning were $0 for the fiscal year ended
September 30, 2005 and $0 for the fiscal year ended September 30, 2004.
All Other Fees: The aggregate fees billed in each of the last two fiscal
years for products and services provided by the principal accountant,
other than the services reported above were $0 for the fiscal year ended
September 30, 2005 and $0 for the fiscal year ended September 30, 2004.
At a meeting of the board of directors held on March 18, 2003, the Company
formed an Audit and Compensation Committee chaired by Kristy Chambers,
CPA. She is a director and corporate secretary. She is a CPA licensed to
practice within the state of Utah and is the audit committee financial
expert. As an officer of the Company, she is not independent as that term
is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act. With
advice from the Audit Committee, the board of directors has approved the
scope and cost of the engagement of the Companys auditor. The Company
does not rely upon pre-approval policies and procedures.
REPORTS ON FORM 8-K.
See 8-K dated March 21, 2005. Press release concerning trial
operation of web site.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on this 27th day of December, 2005.
Dolphin Productions, Inc.
By: /s/ Richard H. Casper
----------------------------------
Richard H. Casper
President and Chief Executive Officer
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 on this 27th day of December, 2005.
Signature Title
/s/ Richard H. Casper Chairman and President
------------------------
Richard H. Casper
/s/ Pamela Lindquist Director and Chief Financial Officer
------------------------
Pamela Lindquist
PART II-OTHER INFORMATION
None
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DOLPHIN PRODUCTIONS, INC.
Date: December 27, 2005 /s/ Richard H. Casper
---------------------
Richard H. Casper, President
DOLPHIN PRODUCTIONS, INC.
[A Development Stage Company]
FINANCIAL STATEMENTS
SEPTEMBER 30, 2005
DOLPHIN PRODUCTIONS, INC.
[A Development Stage Company]
CONTENTS
PAGE
- Report of Independent Registered Public
Accounting Firm 1
- Balance Sheet, September 30, 2005 2
- Statements of Operations, for the years ended
September 30, 2005 and 2004 and from
inception on June 26, 1998 through
September 30, 2005 3
- Statement of Stockholders' Equity from
inception on June 26, 1998 through
September 30, 2005 4
- Statements of Cash Flows, for the years ended
September 30, 2005 and 2004 and from
inception on June 26, 1998 through
September 30, 2005 5
- Notes to Financial Statements 6 - 9
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
DOLPHIN PRODUCTIONS, INC.
Salt Lake City, Utah
We have audited the accompanying balance sheet of Dolphin Productions,
Inc. [a development stage company] as of September 30, 2005 and the
related statements of operations, stockholders' equity (deficit) and cash
flows for the years ended September 30, 2005 and 2004 and for the period
from inception on June 26, 1998 through September 30, 2005. 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 audit.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit 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 financial statements referred to above present fairly,
in all material respects, the financial position of Dolphin Productions
Inc. [a development stage company] as of September 30, 2005 and the
results of its operations and its cash flows for the years ended September
30, 2005 and 2004 and for the period from inception on June 26, 1998
through September 30, 2005, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company has not yet been successful in
establishing profitable operations and has incurred significant losses in
recent years. These factors raise substantial doubt about the ability of
the Company to continue as a going concern. Management's plans in regard
to these matters are also described in Note 5. The financial statements
do not include any adjustments that might result from the outcome of these
uncertainties.
PRITCHETT, SILER & HARDY, P.C.
Salt Lake City, Utah
December 7, 2005
DOLPHIN PRODUCTIONS, INC.
[A Development Stage Company]
BALANCE SHEET
ASSETS
September 30,
2005
____________
CURRENT ASSETS:
Cash $ 10,683
____________
Total Current Assets 10,683
____________
$ 10,683
____________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Utah Sales Tax Payable 59
Utah Franchise Tax Payable 100
____________
Total Current Liabilities 159
____________
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value,
50,000,000 shares authorized,
770,000 shares issued and
outstanding 770
Capital in excess of par value 55,230
Deficit accumulated during the
development stage (45,476)
____________
Total Stockholders' Equity 10,524
____________
$ 10,683
____________
The accompanying notes are an integral part of this financial statement.
- 2 -
DOLPHIN PRODUCTIONS, INC.
[A Development Stage Company]
STATEMENTS OF OPERATIONS
For the From Inception
Year Ended on June 26,
September 30, 1998 Through
______________________ September 30,
2005 2004 2005
__________ __________ ______________
REVENUE $ 1,201 $ - $ 39,091
COST OF GOODS SOLD 300 - 300
__________ __________ ______________
GROSS PROFIT 901 - 38,791
__________ __________ ______________
EXPENSES:
Selling - - 4,561
General and administrative 7,417 14,111 79,398
__________ __________ ______________
Total Expenses 7,417 14,111 83,959
__________ __________ ______________
LOSS FROM OPERATIONS (6,516) (14,111) (45,168)
__________ __________ ______________
OTHER INCOME (EXPENSE)
Interest revenue 11 - 11
Interest expense - (25) (25)
__________ __________ ______________
Total Other Income
(Expense) 11 (25) (14)
__________ __________ ______________
LOSS BEFORE INCOME TAXES ( 6,505) (14,136) (45,182)
CURRENT TAX EXPENSE (BENEFIT) - - 294
__________ __________ ______________
NET INCOME (LOSS) $ (6,505) (14,136) (45,476)
__________ __________ ______________
EARNINGS (LOSS) PER
COMMON SHARE $ (.01) $ (.03) $ (.08)
__________ __________ ______________
The accompanying notes are an integral part of these financial statements.
- 3 -
DOLPHIN PRODUCTIONS, INC.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY
FROM INCEPTION ON JUNE 26, 1998
THROUGH SEPTEMBER 30, 2005
Deficit
Accumulated
Common Stock Capital in During the
_____________________ Excess of Development
Shares Amount Par Value Stage
__________ __________ __________ _____________
BALANCE, June 26, 1998 - $ - $ - $ -
Issuance of 500,000 shares
of common stock for cash
of $2,000, or $.004 per
share, June 1998 500,000 500 1,500 -
Net income (loss) for the
period ended September 30,
1998 - - - -
__________ __________ __________ _____________
BALANCE, September 30, 1998 500,000 500 1,500 -
Issuance of 20,000 shares of
common stock for cash of
$4,000, or $.20 per share,
January 1999 20,000 20 3,980 -
Net (loss) for the year ended
September 30, 1999 - - - (6,404)
__________ __________ __________ _____________
BALANCE, September 30, 1999 520,000 520 5,480 (6,404)
Net income for the year ended
September 30, 2000 - - - 2,184
__________ __________ __________ _____________
BALANCE, September 30, 2000 520,000 520 5,480 (4,220)
Net income for the year ended
September 30, 2001 - - - 4,331
__________ __________ __________ _____________
BALANCE, September 30, 2001 520,000 520 5,480 111
Net (loss) for the year ended
September 30, 2002 - - - (519)
__________ __________ __________ _____________
BALANCE, September 30, 2002 520,000 520 5,480 (408)
Net (loss) for the year ended
September 30, 2003 - - - (24,427)
__________ __________ __________ _____________
BALANCE, September 30, 2003 520,000 520 5,480 (24,835)
Issuance of 225,000 shares
of common stock for cash
of $45,000, or $.20 per
share, September 2004 225,000 225 44,775 -
Issuance of 25,000 shares
of common stock for
services valued at $5,000,
or $.20 per share,
September 2004 25,000 25 4,975 -
Net (loss) for the year ended
September 30, 2004 - - - (14,136)
__________ __________ __________ _____________
BALANCE, September 30, 2004 770,000 770 55,230 (38,971)
Net (loss) for the year ended
September 30, 2005 - - - (6,505)
__________ __________ __________ _____________
BALANCE, September 30, 2005 770,000 $ 770 $ 55,230 $ (45,476)
__________ __________ __________ _____________
The accompanying notes are an integral part of this financial statement.
- 4 -
DOLPHIN PRODUCTIONS, INC.
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
For the From Inception
Year Ended on June 26,
September 30, 1998 Through
______________________ September 30,
2005 2004 2005
__________ __________ ______________
Cash Flows from Operating Activities:
Net income (loss) $ (6,505) $ (14,136) $ (45,476)
Adjustments to reconcile net income
to net cash provided by operating
activities:
Non-cash expense for services
rendered - 5,000 5,000
Changes in assets and liabilities:
(Increase) decrease in income
taxes receivable 730 - -
Increase (decrease) in accounts
payable (1,709) 649 -
Increase (decrease) in accrued
expenses - related party - (21,500) -
Increase (decrease) in accrued
payroll taxes (2,994) 2,994 -
Increase (decrease) in income
taxes payable 100 - 100
Increase (decrease) in sales
tax payable 59 - 59
__________ __________ ______________
Net Cash Provided (Used) by
Operating Activities (10,319) (26,993) (40,317)
__________ __________ ______________
Cash Flows from Investing Activities - - -
__________ __________ ______________
Net Cash Provided by
Investing Activities - - -
__________ __________ ______________
Cash Flows from Financing Activities:
Proceeds from issuance of common
stock - 45,000 51,000
__________ __________ ______________
Net Cash Provided by
Financing Activities - 45,000 51,000
__________ __________ ______________
Net Increase (Decrease) in Cash and
Cash Equivalents (10,319) 18,007 10,683
Cash and Cash Equivalents at
Beginning of Period 21,002 2,995 -
__________ __________ ______________
Cash and Cash Equivalents at End
of Period $ 10,683 $ 21,002 $ 10,683
__________ __________ ______________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ 25 $ 25
Income taxes $ - $ - $ 1,024
Supplemental Schedule of Non-cash Investing and Financing Activities:
For the year ended September 30, 2005:
None.
For the year ended September 30, 2004:
In September 2004, the Company issued 25,000 shares of common stock for
services rendered valued at $5,000.
The accompanying notes are an integral part of these financial statements.
- 5 -
DOLPHIN PRODUCTIONS, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Dolphin Productions, Inc. ("the Company") was organized
under the laws of the State of Nevada on June 26, 1998. The Company
provides musical and other performance services for concerts and other
events. The Company has not yet generated significant revenues from its
planned principal operations and is considered a development stage company
as defined in Statement of Financial Accounting Standards No. 7. The
Company, at the present time, has not paid any dividends and any dividends
that may be paid in the future will depend upon the financial requirements
of the Company and other relevant factors.
Fiscal Year - The Company's fiscal year-end is September 30th.
Cash and Cash Equivalents - The Company considers all highly liquid debt
investments purchased with a maturity of three months or less to be cash
equivalents.
Accounts and Loans Receivable - The Company records accounts and loans
receivable at the lower of cost or fair value. The Company determines the
lower of cost or fair value of non-mortgage loans on an individual asset
basis. The Company recognizes interest income on an account receivable
based on the stated interest rate for past-due accounts over the period
that the account is past due. The Company recognizes interest income on a
loan receivable based on the stated interest rate over the term of the
loan. The Company accumulates and defers fees and costs associated with
establishing a receivable to be amortized over the estimated life of the
related receivable. The Company estimates allowances for doubtful
accounts and loan losses based on the aged receivable balances and
historical losses. The Company records interest income on delinquent
accounts and loans receivable only when payment is received. The Company
first applies payments received on delinquent accounts and loans
receivable to eliminate the outstanding principal. The Company charges
off uncollectible accounts and loans receivable when management estimates
no possibility of collecting the related receivable. The Company
considers accounts and loans receivable to be past due or delinquent based
on contractual terms.
Revenue Recognition - The Company recognizes revenue from providing
musical and other performances for concerts and other events for a
negotiated fee in the period when the services are provided. The Company
records only its fee from a concert performance and reflects the Company's
expenses related to the performance as general and administrative expense.
The Company recognizes revenue from the sale of compact discs when the
product is delivered.
Advertising Costs - Advertising costs, except for costs associated with
direct-response advertising, are charged to operations when incurred. The
costs of direct-response advertising are capitalized and amortized over
the period during which future benefits are expected to be received.
During the years ended September 30, 2005 and 2004, advertising costs
amounted to $0 and $0, respectively.
Income Taxes - The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes" [See Note 4].
- 6 -
DOLPHIN PRODUCTIONS, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]
Earnings (Loss) Per Share - The computation of earnings (loss) per share
is based on the weighted average number of shares outstanding during the
period presented in accordance with Statement of Financial Accounting
Standards No. 128, "Earnings Per Share" [See Note 7].
Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles in the United
States of America requires management to make estimates and assumptions
that effect the reported amounts of assets and liabilities, the
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 those
estimated by management.
Recently Enacted Accounting Standards - Statement of Financial Accounting
Standards ("SFAS") No. 151, "Inventory Costs - an amendment of ARB No. 43,
Chapter 4", SFAS No. 152, "Accounting for Real Estate Time-Sharing
Transactions - an amendment of FASB Statements No. 66 and 67", SFAS No
153, "Exchanges of Nonmonetary Assets - an amendment of APB Opinion No.
29", SFAS No. 123 (revised 2004), "Share-Based Payment", and SFAS No 154,
"Accounting Changes and Error Corrections - a replacement of APB Opinion
No. 20 and FASB Statement No. 3", were recently issued. SFAS Nos. 151,
152, 153, 123 (revised 2004) and 154 have no current applicability to the
Company or their effect on the financial statements would not have been
significant
Restatement - On January 15, 1999, the Company effected a 5-for-2 forward
stock split. The financial statements have been restated, for all periods
presented, to reflect the stock split [See Note 2].
Reclassification - The financial statements for years prior to September
30, 2005 have been reclassified to conform to the headings and
classifications used in the September 30, 2005 financial statements.
NOTE 2 - CAPITAL STOCK
Common Stock - During September of 2004, the Company issued 225,000 shares
of its previously authorized but unissued common stock for cash of $45,000
(or $.20 per share).
During September of 2004, the Company issued 25,000 shares of its
previously authorized but unissued common stock for services rendered
valued at $5,000 (or $.20 per share).
During January 1999, the Company issued 20,000 shares of its previously
authorized but unissued common stock for cash of $4,000 (or $.20 per
share).
During June 1998, the Company issued 500,000 shares of its previously
authorized but unissued common stock for cash of $2,000 (or $.004 per
share).
Stock Split - On January 15, 1999, the Company effected a five-for-two
common stock split. The financial statements, for all periods presented,
have been restated to reflect the stock split.
- 7 -
DOLPHIN PRODUCTIONS, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - RELATED PARTY TRANSACTIONS
Management Compensation and Accrued Expenses - Salary expense to the
Company's President for the years ended September 30, 2005 and 2004
amounted to $0 and $2,320, respectively. At September 30, 2005, the
Company owes a total of $0 in accrued salary to the Company's President.
Legal Services and Accrued Expenses - During the years ended September 30,
2005 and 2004, respectively, the Company's President provided legal
services of $0 and $0 to the Company. At September 30, 2005, the Company
owes a total of $0 in accrued legal fees to the Company's President.
NOTE 4 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes".
SFAS No. 109 requires the Company to provide a net deferred tax
asset/liability equal to the expected future tax benefit/expense of
temporary reporting differences between book and tax accounting methods
and any available operating loss or tax credit carryforwards. At
September 30, 2005, the Company has available unused operating loss
carryforwards of approximately $45,200, which may be applied against
future taxable income and which expire in 2025.
The amount of, and ultimate realization of the benefits from, the deferred
tax assets for income tax purposes is dependent, in part, upon the tax
laws in effect, the future earnings of the Company, and other future
events, the effects of which cannot be determined. Because of the
uncertainty surrounding the realization of the deferred tax assets, the
Company has established a valuation allowance equal to their tax effect
and, therefore, no deferred tax asset has been recognized for the deferred
tax assets. The net deferred tax assets, which consist mainly of accrued
compensation and net operating loss carryforward, are approximately $6,800
and $5,800 as of September 30, 2005 and 2004, respectively, with an
offsetting valuation allowance of the same amount, resulting in a change
in the valuation allowance of approximately $1,000 during the year ended
September 30, 2005.
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles in the United States of
America which contemplate continuation of the Company as a going concern.
However, the Company has not yet been successful in establishing
profitable operations and has incurred losses in recent years. These
factors raise substantial doubt about the ability of the Company to
continue as a going concern. In this regard, management is proposing to
raise any necessary additional funds through loans or through additional
sales of its common stock or through the possible acquisition of other
companies. There is no assurance that the Company will be successful in
raising this additional capital or in achieving profitable operations.
- 8 -
DOLPHIN PRODUCTIONS, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 6 - CONTRACTS
During the year ended September 30, 2005, the Company entered into two
contracts with musicians for the non-exclusive, worldwide license to
publish their music. The contracts are cancellable by written notice.
The loss of either of these contracts could adversely affect the Company's
business and financial condition.
NOTE 7 - EARNINGS (LOSS) PER SHARE
The following data show the amounts used in computing loss per share:
For the From Inception
Year Ended on June 26,
September 30, 1998 Through
______________________ September 30,
2005 2004 2005
__________ __________ ______________
Net loss available to common
shareholders (numerator) $ (6,505) $ (14,136) $ (45,476)
__________ __________ ______________
Weighted average number of
common shares outstanding used
in loss per share for the
period (denominator) 770,000 522,049 553,147
__________ __________ ______________
Dilutive loss per share was not presented, as the Company had no common
stock equivalent shares for all periods presented that would affect the
computation of diluted loss per share.
- 9 -