Attached files

file filename
EX-32.1 - SECTION 906 CERTIFICATION - PEAK PHARMACEUTICALS, INC.ex32-1.txt
EX-31.1 - SECTION 302 CERTIFICATION - PEAK PHARMACEUTICALS, INC.ex31-1.txt

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

                                    FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                For the quarterly period ended December 31, 2009

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

             For the transition period from _________ to __________

                        Commission file number 333-156480


                           SURF A MOVIE SOLUTIONS INC.
             (Exact name of registrant as specified in its charter)

          Nevada                                         26-1973257
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                           #149, 19744 Beach Boulevard
                           Huntington Beach, CA, 92648
                    (Address of principal executive offices)

                                 (714) 475-3516
               (Registrant's telephone number, including area code

                                       N/A
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [ ] 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" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

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

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable  date:  4,410,000 common shares issued and
outstanding as at February 12, 2010.

TABLE OF CONTENTS Page ---- PART I. Financial Information: Item 1. Financial Statements - Unaudited 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 3. Quantitative and Qualitative Disclosures About Market Risk 14 Item 4T. Controls and Procedures 14 PART II. Other Information: Item 1. Legal Proceedings 14 Item 1A. Risk Factors 14 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14 Item 3. Defaults Upon Senior Securities 14 Item 4. Submission of Matters to a Vote of Security Holders 14 Item 5. Other Information 14 Item 6. Exhibits 15 Signatures 16 2
PART I ITEM 1. FINANCIAL STATEMENTS Our financial statements are stated in United States dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. 3
Surf A Movie Solutions Inc. (A Development Stage Company) Balance Sheets December 31, September 30, 2009 2009 -------- -------- (unaudited) CURRENT ASSETS Cash $ 33,367 $ 10,744 Prepaid expenses -- 120 -------- -------- Total Assets $ 33,367 $ 10,864 ======== ======== CURRENT LIABILITIES Accounts payable and accrued liabilities $ 4,821 $ 3,354 -------- -------- Total Liabilities 4,821 3,354 -------- -------- STOCKHOLDERS' EQUITY Common stock authorized - 50,000,0000 common shares with a par value of $0.001 Common stock issued and outstanding - 4,410,000 & 4,000,000common shares, respectively 4,410 4,000 Additional paid in capital 56,590 16,000 Subscriptions received -- 16,000 Deficit accumulated in the development stage (32,454) (28,490) -------- -------- Total Stockholders' Equity 28,546 7,510 -------- -------- Total Liabilities and Stockholders' Equity $ 33,367 $ 10,864 ======== ======== The accompanying notes are an integral part of these financial statements 4
Surf A Movie Solutions Inc. (A Development Stage Company) Statement of Expenses Period from Three Months Three Months Inception Ended Ended (December 17, 2007) to December 31, December 31, December 31, 2009 2008 2009 ---------- ---------- ---------- (unaudited) (unaudited) (unaudited) Revenue $ -- $ -- $ -- Expenses: General and administrative 3,964 8,351 32,454 ---------- ---------- ---------- Net loss before income taxes (3,964) (8,351) (32,454) Provision for income taxes -- -- -- ---------- ---------- ---------- Net loss $ (3,964) $ (8,351) $ (32,454) ========== ========== ========== Basic and diluted loss per common share (0.01) (0.00) ========== ========== Weighted average number of common shares outstanding 4,271,848 4,000,000 ========== ========== The accompanying notes are an integral part of these financial statements 5
Surf A Movie Solutions Inc. (A Development Stage Company) Statement of Stockholders' Equity For the period from Inception (December 18, 2007) to December 31, 2009 (unaudited) Deficit Accumulated Common Shares Additional During Issued Paid In Subscriptions Development Shares Amount Capital Issuable Stage Equity ------ ------ ------- -------- ----- ------ Balance, December 18, 2007 (inception) -- $ -- $ -- $ -- $ -- $ -- Shares issued to founder on Dec 18, 2008 @ $0.005 per share 4,000,000 4,000 16,000 -- -- 20,000 Net Loss -- -- -- -- (5,874) (5,874) --------- ------- -------- -------- --------- -------- Balance, September 30, 2008 4,000,000 4,000 16,000 -- (5,874) 14,126 Subscriptions received -- -- -- 16,000 -- 16,000 Net Loss -- -- -- -- (22,616) (22,616) --------- ------- -------- -------- --------- -------- Balance, September 30, 2009 4,000,000 4,000 16,000 16,000 (28,490) 7,510 Private placement closed on October 31, 2009 @ $0.10 per share 410,000 410 40,590 (16,000) -- 25,000 Net (Loss) -- -- -- -- (3,964) (3,964) --------- ------- -------- -------- --------- -------- Balance, December 31, 2009 4,410,000 $ 4,410 $ 56,590 $ -- $ (32,454) $ 28,546 ========= ======= ======== ======== ========= ======== The accompanying notes are an integral part of these financial statements 6
Surf A Movie Solutions Inc. (A Development Stage Company) Statement of Cash Flows Period from Three Months Three Months Inception Ended Ended (December 17, 2007) to December 31, December 31, December 31, 2009 2008 2009 -------- -------- -------- (unaudited) (unaudited) (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $ (3,964) $ (8,351) $(32,454) Adjustments to reconcile net loss to net cash used in operating activities: Prepaid expenses 120 2,540 -- Accounts payable and accrued liabilities 1,467 2,966 4,821 -------- -------- -------- Net cash used in operating activities (2,377) (2,815) (27,633) -------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Subscriptions received for private placement 25,000 -- 25,000 Subscription issuable 16,000 Sale of stock -- -- 20,000 -------- -------- -------- Net cash from financing activities 25,000 -- 61,000 -------- -------- -------- Net change in cash 22,623 (2,815) (33,367) Cash, beginning of period 10,744 16,280 -------- -------- -------- Cash, end of period $ 33,367 $ 13,465 $ 33,367 ======== ======== ======== The accompanying notes are an integral part of these financial statements 7
Surf A Movie Solutions Inc. (A Development Stage Company) Notes to Unaudited Financial Statements December 31, 2009 NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited interim financial statements of Surf a Movie Solutions have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Surf a Movie Solution's Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2009 as reported in the form 10-K have been omitted. NOTE 2 - GOING CONCERN These financial statements have been prepared on a going concern basis. As of December 31, 2009, Surf a Movie Solutions has not generated any revenue since inception and has accumulated losses .The continuation of Surf a Movie Solutions as a going concern is dependent upon the continued financial support from its shareholders, the ability to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding Surf a Movie Solutions' ability to continue as a going concern. NOTE 3 - COMMON STOCK During the period, the company issued 4,410, 000 common shares for total proceeds of $25,000. NOTE 4 - SUBSEQUENT EVENTS Surf a Movie Solutions evaluated all events subsequent to December 31, 2009 through the date of filing and concluded that there are no significant or material transactions to be reported. 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION FORWARD-LOOKING STATEMENTS This quarterly report may contain forward-looking statements and relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" contained in our Registration Statement on Form S-1 (File No. 333-156480), that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. Our financial statements are stated in United States dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "common shares" refer to the common shares in our capital stock. As used in this quarterly report, the terms "we", "us", "our", and "Surf A Movie" means Surf A Movie Solutions Inc. GENERAL We were incorporated in Nevada on December 18, 2007. Since our inception , we have engaged in the development of video applications. We are in the development stage of creating an easy to use and comprehensive solution that will enable our customers to open a video rental storefront on the Internet. Our product will enable video store customers to download rented movies to their computers to be played using Microsoft Media Player. We believe that online shopping has become a driving force in the continued growth of the Internet. We further believe that the ability to download movies and other forms of entertainment directly to their computers will become an increasingly larger segment of the on-line shopping market. We plan to develop a turn-key online video store operation that will allow the store owner to stock the various types of movies he or she chooses to offer to his or her customers on a pay-per-view basis. Online videos currently available cover a wide range of titles from home movies to premium quality movies. We believe, although no assurance can be given, that the use of online videos will continue to increase in popularity and sophistication and as such, we believe our plan to offer turn-key web sites for online video businesses is set to launch at the right time in history. We plan to charge an initial fee of $1,000 to our online customers wishing to launch online video rental stores. We will also be receiving 20% of the revenue from rentals generated by our customers' online video stores. We will provide our customers with the infrastructure to get their business going and subsequently earn a portion of revenue from each downloaded video from their web site. We believe, although no assurance can be given, that this business model will establish a number of ongoing revenue streams that will contribute to our long-term growth. We are a development stage company that has not generated any revenue and has had limited operations to date. From December 18, 2007 (inception) to December 31, 2009, we have incurred accumulated net losses during the development stage of $32,454. As of December 31, 2009, we had $33,367 in current assets and current liabilities of $4,821. 9
RESULTS OF OPERATIONS From the date of our incorporation on December 18, 2007 to December 31 2009, we have been a development stage company that has generated minimal revenues. THREE MONTH PERIOD ENDED DECEMBER 31, 2009 COMPARED WITH THE PERIOD THREE MONTH PERIOD ENDED DECEMBER 31, 2008. We experienced a net loss of $3,964 for the three month period ended December 31, 2009 compared to operating losses of $8,351 for the three month period ended December 31, 2008 and Deficit accumulated in the development stage $32,454. The principal component of the decrease was due to the decrease in accounting and audit fees that we incurred relating to our efforts in becoming a public company last year. PLAN OF OPERATION We are in the formative phase of development. Our plan is to develop a product that will allow us to offer a turn-key online video rental store to customers wishing to offer such services to their potential subscribers. Our online service will give our customers a large level of control over the feel and look of their online video store and it will come with the supporting infrastructure to run the online video store. Each of our customers will be able to customize their web site with brand name markings and icons to distinguish themselves in the marketplace. We also intend to provide our customers with training on the administrative and reporting functions during an orientation period, along with ongoing customer support. As our business begins to develop, we plan to post an "information only" web site during the first year of operations to begin to promote our company and our product. The goal of this effort will be to create a presence on the Internet and attract potential customers to inquire about our services. Management plans to outsource product development to an offshore contractor to control costs. Our goals for approximately the next twelve months (between January, 2010 and December 31, 2010) are to: * CHOOSE A SOFTWARE DEVELOPMENT CONTRACTOR: We are in negotiations with several software contractors for the development of our website and related software. We have requested bids or quotations from several potential candidates. We expect to select a contractor to work with by the middle of February. Our final choice will be based on the combination of competitive price, experience, ability to meet deadlines and stay within a budget. * DEVELOP SPECIFICATIONS AND HIGH-LEVEL DESIGN: We expect that we will complete specifications for the product and finish high-level design two months after the selection of a software contractor. This part of our design work will include the specifications for the different modules to be developed. Specifications and high level design will be an interactive process between our management and the software contractor. We expect that this task will take approximately two months to complete. * SELECT A DATA CENTER TO LEASE SERVERS FROM AND TO HOST OUR INFRASTRUCTURE: We intend to lease servers in a data center. We will lease one server for development in month 2 and another two servers for production in month 9. The lease on the development server is expected to be $100. The production servers will be higher end with multiple high-capacity hard drives. The product servers will be deployed in failover mode so if the primary server fails, the standby servers will take over. We expect that the primary server will cost us $300 per month and the standby server will cost $200 per month. The cost of leasing servers includes collocation in a data center and certain level of traffic. We expect however to easily exceed the traffic levels when we go into production. The cost and quality of connectivity will be key in the selection of the data center. We will evaluate the following factors in making our selection: > reputable data center with proven track record; > emergency recovery plan; > cost of traffic; and > prices within our budget. 10
We expect that the data center selection process will take approximately one month and will run concurrently with the Specification and High-Level Design Task described above. * DESIGN OF WEB INTERFACES: The usability of our web site and its visual appeal are very important to the success of our Internet-based services. We will hire a web interface designer to work with our directors on the layout of the web pages and to optimize how the web pages interact with the user. We expect that this task will take approximately two months to complete. * DEVELOP SURF A MOVIE WEBSITE: Our web site will contain information to help an entity evaluate our solution to open an online movie rental business. It will enable the entity to sign up for our service. Once they sign up and payment is made via PayPal, an account will be created, which will be protected by a user specific username and password. Our customers will be able to login to their portal through our web site and proceed with the creation of their online store. Our web site will also contain examples and templates of video stores. We anticipate that the development of our website will take approximately one month to complete. * DEVELOP THE CUSTOMER PORTAL: When a web site visitor wishes to make a purchase (i.e., rent a video from the online video store) he or she will be required to create a user or a customer account which will be protected by a password of his or her choice. After the account is created, he or she will be able to proceed to make the payment for their video selection(s). As soon as a payment confirmation is generated from PayPal, the purchased videos will be available for download for a limited period of time. The customer will be able to login to his or her account and download the videos within the specified period. The next time the customer wishes to make a purchase, he or she will simply have to login to their existing account. We anticipate that it will take approximately one month to develop the customer portal feature. * DEVELOP THE STORE OWNERS' PORTAL: Each video store owner who purchases one of our turn-key operations will be required to begin by completing the online registration form. We will review each online registration form for approval. Once approved, a "Business Owner's Account" will be created, and within the portal, the video store owners will find the necessary information and tools to create their store. They will be able to add and edit categories, add videos, description, trailer, top 10 list, top videos by category, etc... Helpful hints and instructions will be included in each step of the portal to assist the store owner in the set-up and maintenance phase of the online store. We expect that it will take approximately four months to develop the store owners' portal. * DEVELOP SURF A MOVIE'S ADMINISTRATIVE PORTAL: This portal will allow us to approve or suspend an online video store if necessary. It will enable us to append notes to document our relationship and correspondence with each individual store owner. In addition, this feature will automatically calculate the amount of rental revenue (minus fees) that we owe to a store owner. Further, it will enable our directors and staff to access a wide range of reporting related to sales and where end users are coming from. We expect that development of this feature will take approximately one month to complete. * IMPLEMENT A DIGITAL RIGHTS MANAGEMENT: We will be implementing Microsoft Digital Right Management ("DRM") system to prevent the copying and exchange of copies of online movies between multiple persons, in an effort to protect the intellectual property of the video store owners and their revenue stream. We expect that it will take approximately one month to implement the DRM with our site. ACTIVITIES TO DATE We were incorporated in the State of Nevada on December 18, 2007. We are a development stage company. From our inception to date, we have not generated any revenues and our operations have been limited to organizational matters, the 11
development of our business, initial steps for the creation of our website and efforts related to becoming a public company. Since our inception we have not made any purchases or sales, nor have we been involved in mergers, acquisitions or consolidations. However, management has done extensive research on the Internet and determined that: * The market is ready for our type of service; * No direct competition in our niche exists - we could not find an equivalent product targeting the small business segment; * The technological challenges are surmountable; and * The cost of implementation and delivery of service is modest for a company of our size. We filed a Registration Statement on Form S-1 (File No. 333-156480) (the "Registration Statement") with the United States Securities and Exchange Commission (the "SEC") to register our offering of a minimum of 400,000 (the "Minimum Shares") and a maximum of 600,000 (the "Maximum Shares") shares of our common stock (the "Shares") at an offering price of $0.10 per share (the Offering"). The Registration Statement was declared effective by the SEC on February 12, 2009. Our offering generated 37 new share holders who subscribed for a total of 410,000 shares. We have closed our offering on October 23, 2009. We have retained Routh Stock Transfer Inc. of, 5700 West Plano Pkwy, Ste 1000, Plano Texas, 75093 as our Transfer Agent. An office space has been located in a shared facility that offers us room to grow if the need arises within year two and going forward. EXPENDITURES The following chart provides an overview of our budgeted expenditures by significant area of activity starting January 1, 2010. Accounting & Legal $ 8,000 Transfer Agent $ 2,500 Server Leasing & hosting $ 3,100 Additional Data Traffic $ 400 Product Development $14,900 Telephone $ 200 Web hosting $ 60 Corporate and marketing collateral $ 2,450 Marketing $ 3,000 Sales Support Staff $ 0 Office Equipment $ 1,200 Office Rental $ 2,280 Office Supplies $ 1,200 Misc. Expenditure $ 7,100 ------- TOTAL $40,000 ======= MILESTONES Below is a brief description of our planned activities which we expect to commence immediately after the Offering is completed and the proceeds have been received and accepted. MONTHS 1 TO 3 * hire a software development contractor and start work on the overall product design; * complete the development of specifications and the high level design for the product; * sign an agreement with a web hosting company; 12
* hire a graphic web interface designer; * launch an "information only" web site; * sign an agreement with a data center for the lease and co-location of computer server; and * move into shared office space and buy office supplies. MONTHS 4 TO 6 * Finalize corporate and marketing materials, such as brochures, letter heads, email and letter templates, and the like. * finalize the work on the web interfaces and the feel and look of the website; * work with the contractor on the development of the website and software; * review targeted "milestones" and adjust workloads, if necessary; * commence the Google Adwords advertising campaign to attract potential video store owners; * prepare marketing contracts for the video store owners; and * monitor the hits on our web site and arrange for follow up with marketing contacts. MONTHS 7 TO 9 * Continue work on all development of all portals; * evaluate online ads, increase the frequency and monitor results weekly; * begin work on training documentation for the video store owners; * review targeted "milestones" timetable and adjust workload, if necessary; and * begin discussions with four to six prospective beta customers for testing. MONTHS 10 TO 12 * Complete development of website, software and all intended features and functions; * conduct our Beta trial and complete modifications to our product trials with several beta customers; * correct any detected discovered defects; * interview and hire sales support staff to start work in month eleven; * promote the upcoming official of our site in Google online ads; and * launch the product in month 12. PURCHASE OR SALE OF EQUIPMENT We have not purchased or sold, and we do not expect over the next twelve months to purchase or sell, any plants or significant equipment. REVENUES We had no revenues for the period from December 18, 2007 (date of inception) through December 31, 2009. We believe that we will be able to commence the marketing of our website immediately following the public launch of our completed product, which will be approximately twelve months following the completion of the Offering. We expect to begin generating revenues approximately three months following the public launch of our product. 13
LIQUIDITY AND CAPITAL RESOURCES From inception on December 18, 2007, our principal capital resources have been acquired through the issuance of shares of our common stock. At December 31, 2009, we had a working capital of $28,546, total assets of $33,367 which included cash of $33,367, and total liabilities of $4,821. In the opinion of our management, additional funding may be required to meet our development goals for the next twelve months. The estimated funding we require during the next twelve month period is $40,000. These estimated expenditures are described in detail above under "Expenditures." The length of time during which we will be able to satisfy our cash requirements depends on how quickly our Company can generate revenue and how much revenue can be generated. We estimate that our current cash balance of $33,367 will be extinguished by September 2009 provided we do not have any unanticipated expenses. Although there can be no assurance at present, we hope to be in a position to generate revenues beginning approximately three months following the launch of our website or approximately April 2011. We have not yet generated any revenue from our operations. We will require additional funds to implement our plans. These funds may be raised through equity financing, debt financing, or other sources, which may result in the dilution in the equity ownership of our shares. We will also need more funds if the costs of the development of our website costs greater than we have budgeted. We will also require additional financing to sustain our business operations if we are not successful in earning revenues. We currently do not have any arrangements, following the Offering, for further financing and we may not be able to obtain financing when required. Our future is dependent upon our ability to obtain further financing, the successful development of our website, a successful marketing and promotion program, attracting and, further in the future, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. There are no assurances that we will be able to obtain further funds required for our continued operations. As widely reported, the global and domestic financial markets have been extremely volatile in recent months. If such conditions and constraints continue, we may not be able to acquire additional funds either through credit markets or through equity markets. Even if additional financing is available, it may not be available on terms we find favorable. At this time, there are no anticipated sources of additional funds in place. Failure to secure the needed additional financing will have an adverse effect on our ability to remain in business. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. ITEM 4T. CONTROLS AND PROCEDURES As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended, (the "Exchange Act") as of the end of the period covered by this quarterly report, being December 31, 2009, we have carried out an evaluation of the effectiveness of the design and operation of our Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Company's management, including our Company's president (principal executive officer) and chief financial officer (principal accounting officer). Based upon that evaluation, our Company's president along with our Company's chief financial officer concluded that our Company's disclosure controls and procedures are effective as at the end of the period covered by this report. There have been no changes in our Company's internal controls that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal controls subsequent to the date we carried our evaluation. 14
Disclosure controls and procedures are procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our president and chief financial officer as appropriate, to allow timely decisions regarding required disclosure. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. ITEM 1A. RISK FACTORS Not applicable. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS Exhibit Description ------- ----------- 3.1 Articles of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-1 (File No. 333-156480) filed December 29, 2008). 3.2 Bylaws of Registrant (incorporated by reference to Exhibit 3.2 to our Registration Statement on Form S-1 (File No. 333-156480) filed December 29, 2008). 4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-1 (File No. 333-156480) filed December 29, 2008). 10.1 Subscription Agreement dated August 12, 2008 between Surf A Movie Solutions Inc. and Ufuk Turk (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form S-1 (File No. 333-156480) filed December 29, 2008). 10.2 Subscription Agreement dated August 12, 2008 between Surf A Movie Solutions Inc. and Fadi Zeidan (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form S-1 (File No. 333-156480) filed December 29, 2008). 15
10.3 Form of Subscription Agreement to be entered into in connection with the Offering (incorporated by reference to Exhibit 10.3 to our Registration Statement on Form S-1/A (File No. 333-156480) filed February 5, 2009). 31.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 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. SURF A MOVIE SOLUTIONS INC. By: /s/ Fadi Zeidan ------------------------------------------------------------------- Fadi Zeidan, President, Secretary, Treasurer and Director (on behalf of the Registrant and as the Principal Executive Officer Principal Financial Officer and Principal Accounting Officer) Date: February 12, 2010 16
INDEX TO EXHIBITS Exhibit Description ------- ----------- 3.1 Articles of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-1 (File No. 333-156480) filed December 29, 2008). 3.2 Bylaws of Registrant (incorporated by reference to Exhibit 3.2 to our Registration Statement on Form S-1 (File No. 333-156480) filed December 29, 2008). 4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-1 (File No. 333-156480) filed December 29, 2008). 10.1 Subscription Agreement dated August 12, 2008 between Surf A Movie Solutions Inc. and Ufuk Turk (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form S-1 (File No. 333-156480) filed December 29, 2008). 10.2 Subscription Agreement dated August 12, 2008 between Surf A Movie Solutions Inc. and Fadi Zeidan (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form S-1 (File No. 333-156480) filed December 29, 2008). 10.3 Form of Subscription Agreement to be entered into in connection with the Offering (incorporated by reference to Exhibit 10.3 to our Registration Statement on Form S-1/A (File No. 333-156480) filed February 5, 2009). 31.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002