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Seen on Screen TV Inc. – ‘10-Q’ for 7/31/14

On:  Wednesday, 10/1/14, at 2:12pm ET   ·   For:  7/31/14   ·   Accession #:  1002014-14-548   ·   File #:  0-21812

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/01/14  Seen on Screen TV Inc.            10-Q        7/31/14   33:1.2M                                   Law Office of Con… PS/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Seen on Screen Tv. Inc. Form 10Q-07312014           HTML    176K 
 3: EX-31.1     Sarbanes-Oxley 302 Certification                    HTML     18K 
 4: EX-32.1     Sarbanes-Oxley 906 Certification                    HTML     13K 
20: R1          Document And Entity Information                     HTML     40K 
15: R2          Balance Sheet                                       HTML     80K 
18: R3          Balance Sheet (Parentheticals)                      HTML     22K 
22: R4          Statements of Operations (Unaudited)                HTML     68K 
30: R5          Statement of Cash Flows (Unaudited)                 HTML     61K 
16: R6          Note 1 - Summary of Significant Accounting          HTML     29K 
                Policies                                                         
17: R7          Note 2 - Uncertainty, going concern                 HTML     17K 
14: R8          Note 3 - Related Party Transactions                 HTML     20K 
12: R9          Note 4 - Contingent Liabilities                     HTML     18K 
31: R10         Note 5 - Common Stock                               HTML     26K 
24: R11         Note 6 - Foreign Operations                         HTML     16K 
23: R12         Note 7 - Stock Option Plan                          HTML     16K 
27: R13         Note 8 - Subsequent Events                          HTML     14K 
28: R14         Note 1 - Summary of Significant Accounting          HTML     15K 
                Policies (Details)                                               
26: R15         Note 2 - Uncertainty, going concern (Details)       HTML     13K 
29: R16         Note 3 - Related Party Transactions (Details)       HTML     39K 
19: R17         Note 4 - Contingent Liabilities (Details)           HTML     18K 
21: R18         Note 5 - Common Stock (Details)                     HTML     36K 
25: R19         Note 6 - Foreign Operations (Details)               HTML     16K 
33: R20         Note 7 - Stock Option Plan (Details)                HTML     14K 
32: XML         IDEA XML File -- Filing Summary                      XML     43K 
10: EXCEL       IDEA Workbook of Financial Reports                  XLSX     37K 
13: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS     78K 
 5: EX-101.INS  XBRL Instance -- sont-20140731                       XML    138K 
 7: EX-101.CAL  XBRL Calculations -- sont-20140731_cal               XML     62K 
 8: EX-101.DEF  XBRL Definitions -- sont-20140731_def                XML    177K 
 9: EX-101.LAB  XBRL Labels -- sont-20140731_lab                     XML    250K 
 2: EX-101.PRE  XBRL Presentations -- sont-20140731_pre              XML    175K 
 6: EX-101.SCH  XBRL Schema -- sont-20140731                         XSD     53K 
11: ZIP         XBRL Zipped Folder -- 0001002014-14-000548-xbrl      Zip     34K 


‘10-Q’   —   Seen on Screen Tv. Inc. Form 10Q-07312014
Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
"Table of Contents
"Part I
"Item 1
"Balance Sheets
"Statements of Operations
"Statement of Cash Flows
"Notes to the Financial Statements
"Item 2
"Item 4
"Part Ii
"Item 1A
"Signatures
"Exhibit Index

This is an HTML Document rendered as filed.  [ Alternative Formats ]



 C: 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X]
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 31, 2014
 
 
OR
 
 
 
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-21812

SEEN ON SCREEN TV INC.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

4017 Colby Avenue
Everett, Washington 98201
(Address of principal executive offices, including zip code.)

(425) 367-4668
(Registrant's telephone number, including area code)

Indicate by check mark whether the issuer (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 last 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 (SS 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, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer, "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer
[   ]
Accelerated Filer
[   ]
Non-accelerated Filer (Do not check if smaller reporting company)
[   ]
Smaller Reporting Company
[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [   ]     NO [X]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
The Issuer had 58,540,808 shares of Common Stock, par value $0.001, outstanding as at September 25, 2014.
 




Table of Contents

TABLE OF CONTENTS



 
Page
 
 
 
 
 
 
 
Financial Statements.
3
 
 
 
 
Financial Statements:
 
 
 
3
 
 
Statements of Operations Three and nine months ended July 31, 2014 and 2013
4
 
 
5
 
 
6
 
 
 
Management's Discussion and Analysis of Financial Condition and Results of Operations.
10
 
 
 
Quantitative and Qualitative Disclosures About Market Risk.
14
 
 
 
Controls and Procedures.
14
 
 
 
 
 
 
 
 
Risk Factors.
14
 
 
 
Unregistered Sales of Equity Securities and Use of Proceeds.
14
 
 
 
Exhibits.
15
 
 
 
16
 
 
17







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Table of Contents

PART I B FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

SEEN ON SCREEN TV, INC.
 
Balance Sheets
 
 
 
   
 
 
 
   
 
 
 
July 31,
     
 
     
2013
 
 
 
unaudited
   
audited
 
ASSETS
 
   
 
 
 
   
 
Current assets:
 
   
 
Cash
 
$
1,250
   
$
-
 
Inventory
   
198,657
     
194,959
 
Related party receivable
   
7,696
     
33,500
 
Employee advance
   
-
     
5,921
 
Security deposit
   
2,515
     
2,515
 
Total current assets
   
210,118
     
236,895
 
 
               
Total assets
 
$
210,118
   
$
236,895
 
 
               
LIABILITIES
               
 
               
Current liabilities:
               
Bank overdrafts
 
$
-
   
$
39,677
 
Accounts payable and accrued taxes
   
165,701
     
106,811
 
Note Payable
   
37,574
     
37,574
 
Total current liabilities
   
203,275
     
184,062
 
 
               
Long-term liabilities:
               
Due to related parties:
               
Accrued rent payable
   
148,753
     
122,753
 
Accrued compensation
   
2,050,000
     
1,852,000
 
Officer and shareholder payable
   
84,674
     
125,449
 
Total long term liabilities
   
2,283,427
     
2,100,202
 
 
               
Total liabilities
   
2,486,702
     
2,284,264
 
 
               
STOCKHOLDERS' DEFICIT
               
 
               
Common stock, $0.001 par value, 195,000,000 authorized,
58,540,808 and 47,076,523 shares issued and outstanding
   
58,541
     
47,077
 
Preferred stock, authorized: 5,000,000 shares, par value
$0.001, no preferred shares outstanding
               
Capital in excess of par value
   
34,472,621
     
33,910,871
 
Stock subscription
   
67,000
     
-
 
Accumulated deficit
   
(36,874,746
)
   
(36,005,317
)
 
               
Total stockholders' deficit
   
(2,276,584
)
   
(2,047,369
)
 
               
Total liabilities and stockholders' deficit
 
$
210,118
   
$
236,895
 

The accompanying notes are an integral part of these statements.
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Table of Contents


SEEN ON SCREEN TV, INC.
 
Statements of Operations
 
 
 
   
   
   
 
 
 
   
   
   
 
 
 
Three months
   
Three months
   
Nine months
   
Nine months
 
 
 
ended
   
ended
   
ended
   
ended
 
 
 
July 31,
   
July 31,
   
July 31,
     
 
     
2013
   
2014
   
2013
 
 
 
unaudited
   
unaudited
   
unaudited
   
unaudited
 
 
 
   
   
   
 
Sales
 
$
12,717
   
$
10,686
   
$
84,482
   
$
69,155
 
 
                               
Cost of Sales
   
2,228
     
1,411
     
48,783
     
4,733
 
 
                               
Gross Profit
   
10,489
     
9,275
     
35,699
     
64,422
 
 
                               
General and administrative expenses:
                               
Wages and salaries
   
93,326
     
113,946
     
328,406
     
349,727
 
Taxes
   
25,792
     
121
     
28,131
     
1,748
 
Stock based compensation
           
-
     
385,000
     
-
 
Advertising and marketing
   
16
     
1,113
     
2,708
     
1,764
 
Legal and professional
   
10,000
     
25,544
     
48,270
     
40,344
 
Travel and entertainment
   
2,907
     
2,464
     
5,309
     
2,828
 
Rent
   
17,304
     
20,719
     
82,018
     
60,912
 
Other office and miscellaneous
   
5,623
     
11,520
     
24,789
     
35,896
 
Total operating expenses
   
154,968
     
175,427
     
904,631
     
493,219
 
(Loss) from operations
   
(144,479
)
   
(166,152
)
   
(868,932
)
   
(428,797
)
 
                               
Other income (expense):
                               
Interest (expense)
   
(38
)
   
(748
)
   
(497
)
   
(501
)
Income/(Loss) before taxes
   
(144,517
)
   
(166,900
)
   
(869,429
)
   
(429,298
)
Provision/(credit) for taxes on income
   
-
     
-
     
-
     
-
 
Net Income/(loss)
 
$
(144,517
)
 
$
(166,900
)
 
$
(869,429
)
 
$
(429,298
)
 
                               
 
                               
Basic earnings/(loss) per common share
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.02
)
 
$
(0.01
)
 
                               
Weighted average number of shares outstanding
   
55,303,487
     
39,611,523
     
55,303,487
     
39,611,523
 














The accompanying notes are an integral part of these statements.
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Table of Contents


SEEN ON SCREEN TV, INC.
 
Statements of Cash Flows
 
 
 
   
 
 
 
   
 
 
 
Nine months
   
Nine months
 
 
 
ended
   
ended
 
 
 
July 31,
     
 
     
2013
 
 
 
unaudited
   
unaudited
 
 
 
   
 
Cash flows from operating activities:
 
   
 
Net income (loss)
 
$
(869,429
)
 
$
(429,298
)
Adjustments to reconcile net (loss) to cash provided (used)
by developmental stage activities:
               
Change in current assets and liabilities:
               
Accounts receivable
           
(8,678
)
Inventory
   
(3,698
)
   
-
 
Other current assets
   
5,921
     
(288
)
Accounts payable and accrued expenses
   
58,890
     
31,271
 
Stock based compensation
   
385,000
         
Net cash flows from operating activities
   
(423,316
)
   
(406,993
)
 
               
Cash flows from investing activities:
               
 
           
-
 
Net cash flows from investing activities
   
-
     
-
 
 
               
Cash flows from financing activities:
               
Checks in excess of deposits
   
(39,677
)
   
1,830
 
Proceeds from sale of common stock
   
188,214
     
127,200
 
Stock subscription
   
67,000
         
Related party transaction
   
209,029
     
276,809
 
Net cash flows from financing activities
   
424,566
     
405,839
 
Net cash flows
   
1,250
     
(1,154
)
 
               
Cash and equivalents, beginning of period
   
-
     
1,154
 
Cash and equivalents, end of period
 
$
1,250
   
$
-
 
 
               
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR:
               
Interest
 
$
(497
)
 
$
(501
)
Income taxes
 
$
-
   
$
-
 












The accompanying notes are an integral part of these statements.
F-3
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Table of Contents

SEEN ON SCREEN TV, INC.
NOTES TO FINANCIAL STATEMENTS
July 31, 2014


Note 1 - Summary of Significant Accounting Policies

General Organization and Business

The Company was originally incorporated as "Naxos Resources Ltd." ("Naxos" in British Columbia under the Canada Business Corporation Act on May 23, 1986, with its principal place of business in Vancouver, BC.  On October 15, 2001, the shareholders approved the domiciliation of the Company to the United States.  On January 3, 2002, Industry Canada Issued a Certificate of Discontinuance, formally ending the Company's legal ties to Canada.  On January 9, 2002, the name change to Franklin Lake Resources, Inc. became effective for trading purposes.

The Company was in the business of exploring for precious metals, developing processes for extracting them from the earth and if warranted, developing sites for possible exploration. As of November 2008, the Company has refocused its operations and now operates as a retail store under the name Seen On Screen TV, Inc. and purchases products from companies advertising on TV. The Company trades under the symbol SONT.

Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the three months and nine months ended July 31, 2014 and 2013 and the year ended October 31, 2013.

Use of estimates

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

Cash and cash equivalents

The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of July 31, 2014 and October 31, 2013.

Inventory

Inventory is recorded at the lower of cost or market and is computed on a first-in first-out basis.  The inventory consists of various products that have been previously marketed via infomercials on various cable and TV stations across the nation. These products are sourced from the original marketing company and from generic suppliers serving the same niche.

Revenue Recognition

Revenue from the sale of goods is recognized when the following conditions are satisfied:
·
The Company has transferred to the buyer the significant risks and rewards of ownership of the goods;
·
The Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
·
The amount of revenue can be measured reliably;
·
It is probable that the economic benefits associated with the transaction will flow to the entity; and

The costs incurred or to be incurred in respect of the transaction can be measured reliably.

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Table of Contents

SEEN ON SCREEN TV, INC.
NOTES TO FINANCIAL STATEMENTS
July 31, 2014

Fair value of financial instruments and derivative financial instruments

The Company's financial instruments include cash, accounts receivable, accounts payable, and notes payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at July 31, 2014 and October 31, 2013. The Company did not engage in any transaction involving derivative instruments.

Federal income taxes

The Company accounts for its income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

Net Loss Per Share of Common Stock

Net loss per share is provided in accordance with FASB ASC 260-10, "Earnings per Share". Basic net loss per common share ("EPS") is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive.

Common Stock Registration Expenses

The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions.  As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred.

Advertising:

The Company expenses all costs of advertising as incurred.  The advertising costs included in general and administrative expenses for the three month period ending July 31, 2014 and 2013 was $16 and $1,113, respectively.  For the nine month period ending July 31, 2014 and 2013 the amounts were $2,708 and $1,764, respectively.

Recently Issued Accounting Pronouncements:

For the nine months ended July 31, 2014 and year end October 31, 2013, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.

Note 2 - Uncertainty, going concern:

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. As of July 31, 2014, the Company had an accumulated deficit of $36,874,746. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

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Table of Contents

SEEN ON SCREEN TV, INC.
NOTES TO FINANCIAL STATEMENTS
July 31, 2014

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. 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 result from this uncertainty.

Note 3 - Related Party Transactions

The Company has multiple related party transactions. These related party transactions include accrued rent, accrued compensation and officer and shareholder payable.  These accounts are provided for working capital purposes, and are unsecured, non-interest bearing, and have no specific terms of repayment.

For the period ending October 31, 2013, the Company has increased the balance of accrued rent by $24,000, increased accrued compensation by $384,000, decreased officer and shareholder payable by $37,578 and increased receivables from affiliates by $33,500.

The net balance of these related party transactions on October 31, 2013 was $2,066,702.

For the period ending January 31, 2014, the Company has increased the balance of accrued rent by $18,000, increased accrued compensation by $51,000, decreased officer and shareholder payable by $36,699 and decreased receivables from related entity by $25,804.

For the period ending April 30, 2014, the Company has increased the balance of accrued rent by $20,000, increased accrued compensation by $124,500, decreased officer and shareholder payable by $44,466 and decreased receivables from related entity by $25,804 since the year ended October 31, 2013.

For the period ending July 31, 2014, the Company has increased the balance of accrued rent by $26,000, increased accrued compensation by $198,000, decreased officer and shareholder payable by $40,775 and decreased receivables from related entity by $25,804 since the year ended October 31, 2013.

The net balance of these related party transactions on July 31, 2014 was $2,275,731.

Note 4 – Contingent Liabilities

In July 2013, the employee filed a claim with the State of California for unpaid wages. The State of California has placed a judgment against the Company for $37,574. The Company has presently recorded the amount they believe is owed to this former employee and is disputing the amount with State of California.  The balance of this note at July 31, 2014 and October 31, 2013 was $37,574.

Note 5 - Common Stock

During the fiscal period ending January 31, 2013, the Company received $12,700 for unissued 254,000 shares of stock. These shares are listed as a stock subscription until issued.  These shares were issued April 30, 2013.

During the fiscal period ending April 30, 2013, the Company received $27,500 cash for 550,000 shares of stock.

During the fiscal period ending April 30, 2013, the Company issued 4,306,000 shares for all shares that money was received and not issued.  These amounts were listed as stock subscription.

During the three month fiscal period ending July 31, 2013, the Company received $87,000 cash and issued 1,740,000 shares of stock.

F-6
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Table of Contents

SEEN ON SCREEN TV, INC.
NOTES TO FINANCIAL STATEMENTS
July 31, 2014

During the three month fiscal period ending October 31, 2013, the Company received $85,400 cash and issued 2,099,000 shares of stock.

The number of common stock shares outstanding at October 31, 2013 was 47,076,523.

During the three month fiscal period ending January 31, 2014, the Company received $113,964 cash and issued 2,279,285 shares of stock.

During the three month fiscal period ending January 31, 2014, the Company received $10,000 cash. The Company has not issued the shares as of January 31, 2014 and recorded this transaction as a stock subscription.

During the three month fiscal period ending January 31, 2014, the Company issued 7,700,000 as stock based compensation to key individuals. The value of these shares at time of issuance was $385,000.

During the three month fiscal period ending April 30, 2014, the Company issued 1,485,000 shares of stock and received $74,250 in cash. The Company also received $4,000 in cash but has not issued the shares as of April 30, 2014. This amount has been recorded as a stock subscription.

During the three month fiscal period ending July 31, 2014, the Company received $53,000 in cash but no shares have been issued by the end of the quarter. The Company has recorded this deposit as a stock subscription.

The number of common stock shares outstanding at July 31, 2014 was 58,540,808.

Note 6 – Foreign Operations

As of March 31, 2013, the company executed a contract with Bold Ideas Group S.A.R.L., a Lebanese Corporation, in which Bold Ideas Group S.A.R.L. will conduct business under the name Seen On Screen TV, Inc. and remit non-refundable royalties of 3% of gross sales of each store and a non-refundable royalty of 3% on gross profit on each internet site. There has been no activity for the period ending July 31, 2014.

Note 7 – Stock Option Plan

On July 31, 2014, the Company initiated a stock option plan for its employees, directors and officers.  The plan has allocated 15,000,000 shares that can be granted up to 10 years. The option price will be determined by the Board of Directors but will not be less than the fair market value of stock on that specific date. The grant period will not exceed 10 years.

As of July 31, 2014, the Company has not issued any options.

Note 8 – Subsequent Events

In accordance with SFAS 165 (ASC 855-10) management has reviewed events between July 31, 2104 and the date the financials were issued, September 22, 2014, and has not identified any significant items for disclosure.









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Table of Contents

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

This section of this quarterly report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Overview

We were formed for the purpose of selling products in our retail stores located throughout the United States. We have one retail store in the state of Washington. The Company is in the process of negotiating two lease options in the State of Florida, as well as a second lease in the State of Washington. The Company has to raise enough money to open and operate these stores.

Our financial statements were prepared on a going concern basis, which assumes that we will be able to realize assets and discharge liabilities in the normal course of business. The ability to continue as a going concern is dependent on our ability to generate profitable operations in the future, to maintain adequate financing, and to achieve a positive cash flow. There is no assurance it will be able to meet any or all of such goals.

Results of Operations

For the three months ended July 31, 2014 as compared to July 31, 2013

Gross Profit

For the three month period ended July 31, 2014, we had a gross profit of $10,489 compared to a gross profit of $9,275 for the same period ending July 31, 2013. The increase in the gross profit was a direct result of an increase in sales from $10,686, at July 31, 2013 compared to $12,717 at July 31, 2014. The increase in cost of sales was related to an increase in the amount of inventory we sold.

Operating Expenses

Our total operating expenses for the three month period ended July 31, 2014 were $154,968 compared with $175,427 for the same period ended July 31, 2013. The reasons for the changes are: (1) our rent for the three month period ended July 31, 2014 was $17,304 compared with $20,719 for the three months ended July 31, 2013; (2) our wages and salaries decreased from $113,946 at July 31, 2013 to $93,326 at July 31, 2014 as a result of a decrease in number of employees; (3) an increase in our taxes, from $121 at July 31, 2013 to $25,792 at July 31, 2014; and, (4) a decrease in legal and professional fees from $25,544 at July 31, 2013 to $10,000 at July 31, 2014.

Net Loss from Operations

Our net loss from operations for the three month period ended July 31, 2014 was $144, 517 compared to a net operating loss of $166,900 for the period ended July 31, 2014. The decrease in loss from operations was primarily due to a decrease in wages and salaries and a decreas in professional fees.



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Liquidity and Capital Resources

As of July 31, 2014, we had an accumulated deficit of $36,874,746 as compared to an accumulated deficit of $36,005,317 as of October 31, 2013. In the past we have relied on sales of our equity to raise funds for our working capital requirements, as well as loans from Charles Carafoli. We will need to raise additional capital in order to implement our business plan and will seek to sell additional equity and/or debt to accomplish this objective. There can be no assurance that we will be able to raise funds sufficient to carry out our business plan, or that if funds are available to us that they will be on acceptable terms.

For the nine months ended July 31, 2014 as compared to July 31, 2013

Gross Profit

For the nine months period ended July 31, 2014, we had a gross profit of $35,699 compared to a gross profit of $64,422 for the same period ending July 31, 2013. The decrease in the gross profit was a direct result of an increase in cost of sales from $4,733 at July 31, 2013 compared to $48,783 at July 31, 2014. The increase in cost of sales was related to an increase in inventory.

Operating Expenses

Our total operating expenses for the nine month period ended July 31, 2014 was $868,932 compared with $428,797 for the period ended July 31, 2013. This included $385,000 in stock based compensation for the nine months ended July 31, 2014.  Our rent for the nine month period ended July 31, 2014 was $82,018 compared with $60,912 for the nine months ended July 31, 2013. The reason for the increase in our rent was an increase in CAM charges. We lease our office space pursuant to an oral lease agreement with an entity which is entirely owned and controlled by Roula and Antoine Jarjour, two of our officers and directors.

Net Loss from Operations

Our loss from operations for the six month period ended July 31, 2014 was $869,429 compared to a net operating loss of $429,298 for the period ended July 31, 2013.

Operating Activities

During the nine months ended July 31, 2014, we had $1,250 in cash and at July 31, 2013 we had no cash. Cash used in our business operations for the nine months ended July 31, 2014 was primarily the result of investments by third parties in our business, not from the sale of products.

Investing Activities

During the six month period ended July 31, 2014 and July 31, 2013, we had no investing activities.

Financing Activities

During the nine months ended July 31, 2014, we received $188,214 from the sale of restricted shares of common stock. Included in the stock subscription is $67,000 in cash for which we have received but have not issued shares of common stock as of July 31, 2014.  The $67,000 has been recorded as a stock subscription. During said nine months ended July 31, 2014, we issued 11,464,285 restricted shares of common stock.  Included in the 11,464,285 shares of common stock were 7,700,000 shares which were issued as share based compensation valued at $385,000.



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Liquidity and Capital Resources

As of July 31, 2014, we had an accumulated deficit of $36,874,746 as compared to an accumulated deficit of $36,005,317 as of October 31, 2013. In the past we have relied on sales of our equity to raise funds for our working capital requirements, as well as loans from Charles Carafoli. We will need to raise additional capital in order to implement our business plan and will seek to sell additional equity and/or debt to accomplish this objective. There can be no assurance that we will be able to raise funds sufficient to carry-out our business plan, or that if funds are available to us that they will be on acceptable terms.

Seasonality Results

We do not expect to experience any seasonality in our operating results.

Off-Balance Sheet Arrangements

We currently do not have any off-balance sheet arrangements or financing activities with special purpose entities.

Critical Accounting Policies and Estimates

Management's Discussion and Analysis of Financial Condition and Results of Operations discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. To prepare these financial statements, we must make estimates and assumptions that affect the reported amounts of assets and liabilities. These estimates also affect our reported revenues and expenses. On an ongoing basis, management evaluates its estimates and judgment, including those related to revenue recognition, accrued expenses, financing operations and contingencies and litigation. Management bases its estimates and judgment on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements are set forth in Note 1 to our audited financial statements.

Use of Estimates

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

Fair Value of Financial Instruments

The fair value of the Company's assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (FASB) guidance regarding disclosures about fair value of financial instruments, approximate the carrying amounts presented in the accompanying consolidated balance sheets.

Inventory

Inventories consist of merchandise that is ready for sale to end-user customers. Inventories are recorded at the lower of average cost or market. In-bound freight-related costs from our vendors are included as part of the net cost of merchandise inventories. Other costs associated with acquiring, storing and transporting merchandise inventories are expensed as incurred. Our inventories are acquired and carried for retail sale and, accordingly, the carrying value is susceptible to, among other things, market trends and conditions and overall customer demand. We
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use our best estimates of all available information to establish reasonable inventory quantities. However, these conditions may cause our inventories to become obsolete and/or excessive. We review our inventories periodically for indications that reserves are necessary to reduce the carrying values to the lower of cost or market values. For all periods presented, the Company determined that no reserves were necessary.

Property and Equipment

Computer equipment, computer software and furniture and fixtures are stated at cost and depreciated on a straight-line basis over an estimated useful life of five years. Upon disposal, assets and related accumulated depreciation are removed from the accounts and the related gain or loss is included in results from operations.

Impairment of Long-Lived Assets and Other Intangible Assets

We evaluated the recoverability of long-lived assets with finite lives in accordance with ASC 350. Intangible assets, including purchased technology and other intangible assets, are carried at cost less accumulated amortization. Finite-lived intangible assets are being amortized on a straight-line basis over their estimated useful lives of five to ten years. ASC 350 requires recognition of impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value amount of an asset may not be recoverable. An impairment charge is recognized in the event the net book value of such assets exceeds the future undiscounted cash flows attributable to such assets. A significant impairment of finite-lived intangible assets could have a material adverse effect on our financial position and results of operations. For all periods presented, we determined that no impairment charges were incurred.

Revenue Recognition

Overview

We recognize revenue when persuasive evidence of an arrangement exists, we have delivered the product or performed the service, the fee is fixed or determinable and collection is reasonably assured. If any of these criteria are not met, we defer recognizing the revenue until such time as all criteria are met. Determination of whether or not these criteria have been met may require us to make judgments, assumptions and estimates based upon current information and historical experience.

We markets its products direct to customers and has developed retail pricing for all revenue generating products. In addition we may mark-down prices on an individual case basis to increase demand on our products, and increase our sales to boost up the market.

Advertising and Marketing Costs

We expenses advertising and marketing costs as they are incurred.

Computation of (Loss) Per Share

Basic earnings (loss) per share is calculated by dividing the earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing the earnings (loss) by the weighted average number of common shares and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of incremental common shares issuable upon exercise of stock options, warrants and shares issuable upon the conversion of convertible notes. The dilutive effect of the convertible notes is calculated under the if-converted method. The dilutive effect of outstanding shares is reflected in diluted earnings per share by application of the treasury stock method. This method includes consideration of the amounts to be paid by the employees, the amount of excess tax benefits that would be recognized in equity if the instruments were exercised and the amount of unrecognized stock-based compensation related to future services.
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ITEM 3.                    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.                    CONTROLS AND PROCEDURES.

            Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective. There was no change in our internal control over financial reporting during the quarter ended July 31, 2014, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


PART II. OTHER INFORMATION

ITEM 1A.               RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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

During the three month fiscal period ending July 31, 2014, the Company issued 1,485,000 shares of stock, at $0.05 per share, and received $74,250 in cash. These shares were issued to three persons.  The Company also received $4,000 in cash but has not issued the shares as of July 31, 2014. This amount has been recorded as a stock subscription.

 
 
 

 


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ITEM 6.                    EXHIBITS.

 
 
Filed
Exhibit
Document Description
Form
Date
Number
herewith
 
 
 
 
 
 
3.1
10-KSB
2/04/02
3.1
 
 
 
 
 
 
 
3.2
10-KSB
2/04/02
3.2
 
 
 
 
 
 
 
3.3
Articles of Domestication
10-KSB
2/04/02
3.3
 
 
 
 
 
 
 
10.1
Asset Purchase Agreement
10-K
8/31/11
10.1
 
 
 
 
 
 
 
10.2
Rescission Agreement
10-K
8/31/11
10.2
 
 
 
 
 
 
 
14.1
Code of Ethics
10-K
8/31/11
14.1
 
 
 
 
 
 
 
10.1
Master License Agreement with Bold Ideas Group s.a.r.l.
10-Q
2/20/14
10.01
 
 
 
 
 
 
 
31.1
Certification of Principal Executive Officer and Principal
Financial Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
 
 
 
X
 
 
 
 
 
 
32.1
Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
 
 
 
X
 
 
 
 
 
 
99.1
Audit Committee Charter
10-K
8/31/11
99.2
 
 
 
 
 
 
 
99.2
Disclosure Committee Charter
10-K
8/31/11
99.3
 
 
 
 
 
 
 
101.INS
XBRL Instance Document
 
 
 
X
 
 
 
 
 
 
101.SCH
XBRL Taxonomy Extension – Schema
 
 
 
X
 
 
 
 
 
 
101.CAL
XBRL Taxonomy Extension – Calculations
 
 
 
X
 
 
 
 
 
 
101.DEF
XBRL Taxonomy Extension – Definitions
 
 
 
X
 
 
 
 
 
 
101.LAB
XBRL Taxonomy Extension – Labels
 
 
 
X
 
 
 
 
 
 
101.PRE
XBRL Taxonomy Extension – Presentation
 
 
 
X






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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on this 30th day of September, 2014.

 
SEEN ON SCREEN TV INC.
 
 
 
 
BY:
ANTOINE JARJOUR
 
 
Antoine Jarjour
 
 
President, Principal Executive Officer, Treasurer, Principal Financial Officer, and Principal Accounting Officer
















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EXHIBIT INDEX

 
 
Filed
Exhibit
Document Description
Form
Date
Number
herewith
 
 
 
 
 
 
3.1
10-KSB
2/04/02
3.1
 
 
 
 
 
 
 
3.2
10-KSB
2/04/02
3.2
 
 
 
 
 
 
 
3.3
Articles of Domestication
10-KSB
2/04/02
3.3
 
 
 
 
 
 
 
10.1
Asset Purchase Agreement
10-K
8/31/11
10.1
 
 
 
 
 
 
 
10.2
Rescission Agreement
10-K
8/31/11
10.2
 
 
 
 
 
 
 
14.1
Code of Ethics
10-K
8/31/11
14.1
 
 
 
 
 
 
 
10.1
Master License Agreement with Bold Ideas Group s.a.r.l.
10-Q
2/20/14
10.01
 
 
 
 
 
 
 
31.1
Certification of Principal Executive Officer and Principal
Financial Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
 
 
 
X
 
 
 
 
 
 
32.1
Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
 
 
 
X
 
 
 
 
 
 
99.1
Audit Committee Charter
10-K
8/31/11
99.2
 
 
 
 
 
 
 
99.2
Disclosure Committee Charter
10-K
8/31/11
99.3
 
 
 
 
 
 
 
101.INS
XBRL Instance Document
 
 
 
X
 
 
 
 
 
 
101.SCH
XBRL Taxonomy Extension – Schema
 
 
 
X
 
 
 
 
 
 
101.CAL
XBRL Taxonomy Extension – Calculations
 
 
 
X
 
 
 
 
 
 
101.DEF
XBRL Taxonomy Extension – Definitions
 
 
 
X
 
 
 
 
 
 
101.LAB
XBRL Taxonomy Extension – Labels
 
 
 
X
 
 
 
 
 
 
101.PRE
XBRL Taxonomy Extension – Presentation
 
 
 
X







 
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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
10/31/1410-K,  NT 10-K
Filed on:10/1/14
9/25/14
9/22/14
For Period end:7/31/14NT 10-Q
4/30/1410-Q
1/31/1410-Q,  10-Q/A
10/31/1310-K
7/31/1310-Q
4/30/1310-Q
3/31/13
1/31/1310-Q
1/9/02
1/3/028-K
10/15/01
 List all Filings 
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