Attached files

file filename
EX-31.1 - SARBANES-OXLEY 302 CERTIFICATION - PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICER. - SEEN ON SCREEN TV INC.exh31-1.htm
EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION - CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER. - SEEN ON SCREEN TV INC.exh32-1.htm





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 JANUARY 31, 2010
 
 
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)

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 last 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,” “non-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 a 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 [   ]     NO [X]

State the number of shares outstanding of each of the issuer=s classes of common equity, as of the latest practicable date: 29,384,000 as of June 30, 2010.





 
 

 

PART I B FINANCIAL INFORMATION

ITEM 1.
FINANCIAL STATEMENTS





SEEN ON SCREEN TV INC.
(An Exploration Stage Company)
Notes to Financial Statements


January 31, 2010
(unaudited)



INDEX




Balance Sheets
F-1
   
Statements of Operations
F-2
   
Statement of Stockholders Equity
F-3
   
Statements of Cash Flows
F-4
   
Notes to the Financial Statements
F-5 – F-9








-2-
 
 

 

Seen on Screen TV, Inc.
Balance Sheet
January 31 2010 and January 31, 2009


   
1/31/2010
   
1/31/2009
Assets
         
Current Assets
         
 
Cash and Cash Equivalents
$
 (18,179)
 
$
 20,545
 
Accounts Receivable
 
-
   
4,742
 
Subscriptions Receivable
         
 
Inventory
 
581,318
   
545,872
 
Security Deposits
 
2,045
   
2,045
Total Current Assets
 
565,185
 
$
573,204
Fixed Assets
         
 
Equipment
 
2,029
   
12,629
 
Accumulated depreciation
 
-
   
(1,408)
   
Total fixed assets
 
2,029
   
11,221
Other Assets
         
 
Water Rights
 
-
   
6,250
   
Total Other Assets
 
-
   
6,250
 
             
Total Assets
$
567,213
 
$
590,675
 
         
Liabilities and Shareholders Equity
         
Current Liabilities
         
 
Accounts Payable  and accrued liabilities
$
253,788
 
$
 296,712
 
Accrued Salaries and Rent
 
442,773
   
-
 
Advances from Stockholders
 
152,440
   
360,749
   
Total Current Liabilities
 
849,000
   
657,461
   
Total Liabilities
 
849,000
   
657,461
 
         
 
         
Preferred stock, authorized: 5,000,000 shares: par value $.001,
no preferred shares outstanding
         
 
         
Common stock, $.001 par value; authorized 195,000,000 shares;
29,384,000 issued and outstanding at January 31, 2010
 
29,384
   
25,384
Additional paid in capital
 
33,038,540
   
32,810,840
Retained Earnings
 
-
     
Net Income
 
22,643.29
   
-
Accumulated deficit
 
(33,372,354)
   
(32,903,011)
Total Shareholder’s Equity
 
(281,786)
   
(66,787)
 
         
Total Liabilities and Shareholders Equity
$
567,213
 
$
590,674


The accompanying notes are an integral part of these statements.


F-1

-3-
 
 

 

Seen on Screen TV, Inc.
Income Statement
For the 3 months ended January 31, 2010 and 2009


   
year ended
   
1/31/10
   
1/31/09
 
         
Income
         
 
Sales
$
565,573
 
$
381,872
 
           
 
Cost of Goods Sold
 
156,490
   
212,298
 
Gross Profit (loss)
$
409,083
 
$
169,573
 
           
 
         
Expenses
         
 
Salaries and Wages
 
215,405
   
133,359
 
Advertising
 
9,901
   
25,566
 
Travel
 
9,383
   
31,488
 
Rent
 
110,350
   
37,344
 
Insurance
 
4,315
   
9,022
 
Telephone
 
2,719
   
6,484
 
Taxes
 
3,025
   
3,744
 
Professional fees
 
9,405
   
65,004
 
Other
 
-
   
9,898
 
Mineral Exploration Costs
         
 
Depreciation and Amortization Expenses
         
 
General and Administrative
 
18,035
     
 
Total Expenses
 
382,538
   
321,910
Other Income
         
 
Gain (Loss) on sale of equipment
 
-
     
   
Total Other Income
 
-
     
   
Total Expenses
 
382,538
   
321,910
   
Net Loss
$
26,544
 
$
(152,336)
 
Interest expense
 
3,900
   
5,018
 
         
Net Income (loss)
$
22,644
 
$
(157,354)
 
         
Weighted Average Common Stock Outstanding
 
25,385,250
   
(0.014)
 
         
 
         
Net Loss per Common Share
 
0.0009
     


The accompanying notes are an integral part of these statements.






F-2

-4-
 
 

 

Seen on Screen TV, Inc.
Statement of Stockholders Equity
For the quarter ended January 31, 2010


 
Preferred Stock
Common Stock
Additional
Accumulated
Total
 
Stock Shrs
Stock $
Stock Shrs
Stock $
Paid in Capital
Deficit
$
 
             
Balance - October 31, 2008
   
8,384,130
8,384
32,783,058
(32,875,418)
(83,976)
 
             
Stock Sold for Cash
   
1,500,000
1,500
73,500
 
75,000
 
           
-
Stock issued for SOS TV Inc
   
17,000,000
17,000
59,482
-
76,482
 
             
Net Loss
         
(496,936)
(496,936)
 
             
Balance - October 31, 2009
   
26,884,130
26,884
32,916,040
(33,372,354)
(429,430)
 
             
Stock Sold for Cash
   
2,500,000
2,500
122,500
 
125,000
 
             
Net Income
         
22,643
22,643
 
             
Balance January 31, 2010
   
29,384,130
29,384
33,038,540
(33,349,711)
(281,787)


The accompanying notes are an integral part of these statements.




























F-3

-5-
 
 

 

Seen on Screen TV Inc
Statement of Cash Flows
For the 3 months ending January 31, 2010 and January 31, 2009


   
1/31/2010
   
1/31/2009
   
$
   
$
Cash Flows From Operating Activities
         
Net Loss
 
22,643
   
(27,594)
Adjustments to reconcile net loss to net cash used in operating activities:
         
 
Amortization / depreciation
 
-
   
-
 
Gain (loss) on sale of plant equipment
       
-
 
Rent Contributed to Capital
       
-
 
Common stock issued for equipment
 
-
   
-
 
Increase in Security Deposits
 
-
     
 
Increases in Shareholders advances
 
(142,452)
   
-
 
Gain on disposal of Reclamation Bond
 
-
   
-
 
Increase in Accounts Receivable
       
4,742
Changes in operating assets and liabilities:
       
-
 
Increase in fixed assets
         
 
Increase in inventory
 
(111,891)
   
(72,279)
 
Increase in accrued salaries and rents
 
102,000
     
 
Increase in accounts payable and accrued liabilities
 
8,827
   
-
 
 
         
Net Cash Used in Operating Activities
 
(120,873)
   
(95,131)
 
         
Cash Flows used by Investing Activities
         
 
Purchase of plant and equipment
 
-
   
-
 
Sale of plant equipment
 
-
   
-
Total Cash Flows Provided by (used) in Investing Activities
 
-
   
-
 
         
Cash Flows from Financing Activities
         
 
Common Stock issued for cash
 
125,000
   
-
 
Advances (repayments) from officers/directors/affiliates
 
-
   
74,562
 
           
Cash Flows Provided by Financing Activities
 
125,000
   
74,562
Net Increase (Decrease) in Cash
 
4,127
   
(20,569)
Cash at beginning of period
 
(22,306)
   
41,114
Cash at end of period
$
(18,179)
 
$
20,545
Supplemental Disclosures
         
 
Contribution of capital for lease expense
       
6,000
 
Common stock issued for compensation, rent, and officers advances
       
232,558
 
Common stock issued for unit of SOS TV LLC
       
17,000,000


The accompanying notes are an integral part of these statements.





F-4

-6-
 
 

 

SEEN ON SCREEN TV, INC.
Notes to the Financial Statements
January 31, 2010


1.         HISTORY

The company was originally incorporated as “Naxos Resources Ltd.” (“Naxos”) in British Columbia under the Canada Business Corporations Act on May 23, 1986, with its principal place of business in Vancouver. In the year 2000, the Company moved its executive and administrative offices to South San Francisco, California, USA, effectively ending its business connections with Canada.

On October 15, 2001, the shareholders approved the redomiciliation of the Company to the United States. On October 29, 2001, Articles of Incorporation and Articles of Domestication were filed with the Secretary of State of Nevada and Naxos was “continued” as a Nevada corporation under the name of Franklin Lake Resources Inc. 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. At the same time, a reverse split of the Company’s shares on the basis of one new share for each ten shares held also became effective and the Company received a new symbol, FKLR.

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 development. As of November, 2008 has changed to a retail store operation under the name Seen On Screen TV, Inc. SONT


2.         BASIS OF PRESENTATION

These financial statements reflect all adjustments that, in the opinion of management, are necessary to present fairly the results of operations for the interim periods presented. All adjustments are of a normal recurring nature, unless otherwise disclosed.


3.         SIGNIFICANT ACCOUNTING POLICIES

(a)        Accounting Methods

The Company recognizes income and expense based on the accrual method of accounting.

(b)        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 amount of assets and liabilities and disclosure 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 estimates.

(c)        Dividend Policy

The Company has not adopted a policy regarding the payment of dividends and does not anticipate payments of dividends in the future.


F-5

-7-
 
 

 

SEEN ON SCREEN TV, INC.
Notes to the Financial Statements
January 31, 2010


3.         SIGNIFICANT ACCOUNTING POLICIES (continued)

(d)        Basic and Dilutive Net Income (Loss) Per Share

Basic net income (loss) per share amounts is computed based on the weighted average number of shares outstanding in accordance with SFAS 128 “Earnings per Share.” Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes anti-dilutive and then only the basic per share amounts are shown in the report.

(e)        Comprehensive Income

The Company adopted SFAS 130, “Reporting Comprehensive Income,” which requires inclusion of foreign currency translation adjustments, reported separately in its Statement of Stockholders’ Equity, in other comprehensive income. Such amounts are immaterial and have not been reported separately. The Company had no other forms of comprehensive income since inception.

(f)        Stock Based Compensation

On November 1, 2006 the Company adopted SFAS 123, Share-Based Payments (SFAS 123R), which requires the measurement and recognition of compensation expense for all share-based awards made to employees and directors based on estimated fair values. In March 2005, the Securities and Exchange Commission issued Staff Accounting Bulletin 107 (SAB 107) relating to SFAS 123(R) regarding the adoption of the provisions of SFAS 123(R). The Company has applied the provisions of SAB 107 in its adoption of SFAS 123(R) using the modified prospective transition method, which requires the application of the accounting standards beginning in fiscal years ended after December 15, 2005.
 
(g)        Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized when it is more likely than not, that such tax benefit will not be realized. On October 31, 2008, the Company had net operating losses to be carried forward in the amounts of approximately $32,896,871. The tax benefit of approximately $4,934,531 at October 31, 2008 has been fully offset by a valuation reserve because the use of the future benefit is doubtful since the Company has not generated taxable income since inception. The net operating loss expires starting 2008 through 2027.

Due to the uncertainty regarding the Company’s future profitability, the future tax benefits of its losses have been fully reserved and no net tax benefit has been recorded in these financial statements.





F-6

-8-
 
 

 

SEEN ON SCREEN TV, INC.
Notes to the Financial Statements
January 31, 2010


3.         SIGNIFICANT ACCOUNTING POLICIES (continued)

(h)        Fair Value of Financial Instruments

The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, tax credit recoverable, reclamation bond, accounts payable and accrued liabilities, amount due to a director and loan payable.

(i)        Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent accounting pronouncements will have a material effect on its financial statements.

(j)        Revenue Recognition

Revenue will be recognized on the sale and delivery of a product or the completion of a service provided.

(k)        Statement of Cash Flows

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

(l)        Financial and Concentration Risk

The Company does not have any concentration or related financial credit risk.


4.         COMMON STOCK

The trading volume of the Company’s shares is low and the price per share is highly volatile based upon relatively small amounts of trading activity. The price of shares in sales by the Company for cash and the values of shares issued in other transactions are determined by private negotiations between the parties involved.

On March 19, 2009, the Company filed Articles of Amendment to consolidate the issued and outstanding common shares of the Company at a 2 for 5 reverse split. As a result, the issued and outstanding shares decreased from 20,960,325 to 8,384,130 shares of common stock.  All share amounts have been retroactively adjusted for all periods presented.


5.         RELATED PARTY TRANSACTIONS AND OPERATING LEASES

During the periods covered by this report the Company rented office space in Everett, Washington from a company owned by stockholders Roula and Antoine Jarjour at $2,000 per month. There is no formal lease at this time.


F-7

-9-
 
 

 

SEEN ON SCREEN TV, INC.
Notes to the Financial Statements
January 31, 2010


6.         GOING CONCERN

The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.  The Company has incurred losses since its inception and has not yet been successful in establishing profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Continuance of the Company as a going concern is dependent upon obtaining additional working capital through additional sales of the Company’s common stock. There is no assurance that the Company will be successful in raising this additional capital or achieving profitable operations. The Company is reorganizing the location and operating procedures for its stores to improve its profit margins. By the end of April the Company will have three stores in Florida, two stores in Florida, and one in Washington.

The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.


7.         SUBSEQUENT EVENTS

 
a)
On March 19, 2009, Franklin Lake Resources Inc. (“FKLR”) underwent a corporate name change to “Seen on Screen TV” (“SONT”) and changed its year end to December 31.
 
 
 
 
b)
On March 19, 2009, the Company amended the number of authorized shares and the par value as follows:
   
i)
5,000,000 shares of preferred, $0.001 par value per share
   
ii)
195,000,000 shares of common stock, $0.001 par value per share.
 
 
 
 
c)
On March 19, 2009, the Company filed Articles of Amendment to consolidate the issued and outstanding common shares of the Company at a 2 for 5 reverse split. As a result, the issued and outstanding shares decreased from 20,960,325 to 8,384,130 shares of common stock.  All share amounts have been retroactively adjusted for all periods presented. 2 for 5 reverse split, there will be approximately 8,384,130 shares of common stock outstanding.
 
 
 
 
d)  
On April 6, 2010 the Company entered into stock purchase agreement and plan of reorganization with Antoine Jarjour and Roula Jarjour, husband and wife, wherein the company agree to acquire all of the ownership units of Seen on Screen TV, LLC in exchange for 17,000,000 restricted shares of common stock. The effective date of the Agreement was November 1, 2008.
 
 
 
 
e)
The Company has incurred lease costs for its retail stores of:
   
2009
$
200,648
 
   
2010
 
219,530
 
   
2011
 
42,441
 
 
 
 
   
There are no long term leases in effect at January 31, 2009.




F-8

-10-
 
 

 

SEEN ON SCREEN TV, INC.
Notes to the Financial Statements
January 31, 2010


8.         EXECUTIVE COMPENSATION

The Company does not have any formal plans or standard arrangements to compensate its directors for their services as directors, other than the occasional granting of stock options. No options have been awarded during the past three years and no options were outstanding at the end of the fiscal year.

The following table sets forth a summary of compensation received by each of our officers and directors who received compensation from the Company during the three months covered by this report.

Antoine Jarjour
$
45,000
Roula Jarjour
 
36,000
George Jarjour
 
15,000


































F-9

-11-
 
 

 

ITEM 2.          MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

We have recently changed our focus of business from mining exploration to operating retail sales stores and website sales. Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital or generate a significant increase in sales in order to fund our operating activities. The going concern opinion has been issued because we have incurred losses since inception and has not yet been successful in establishing profitable operations.

We believe we can satisfy our cash requirements during the next 12 months. We do not expect to purchase or sell plant or significant equipment. Further we do not expect significant changes in the number of employees.

Plan of Operations

Our goal for the next twelve months is to concentrate on increasing sales of our products and reducing our operating costs.  To increase sales of our products we plan capitalize on our retail stores, our on-line store, and our own in-house marketing production.  Our in-house marketing will produce infomercials to solicit direct response from the consumer.  We believe we can use these infomercial to drive traffic to our on-line store and to our retail stores.

To reduce operating cost we plan to purchase our merchandise from several sources, including the original marketing company.  These are called “patent products.”  Patent Products are usually covered by various patents owned by the original inventor and/or marketing company.  We, also, acquire similar products, i.e. generic products, from others who have created these generic products serving the same niche as the Patent Products.  The generic products are significantly varied not to violate the rights of the Patent Products.  Lastly, we source products that are generic.  Our management has experience in sourcing these products.  There are a limited number of manufacturers of this type of product.  We believe our management has long-standing relations with the manufacturers, their representatives, and distributors, which will lead to sourcing of marketable products.

In addition, we source products from any of several “Product Shows” each year.  At these Product Shows, we are able to meet directly with suppliers, representative and find cutting edge new products.  Inventors and promoters frequent these shows with new products.  We believe are may be able to acquire exclusive rights to products in this way.

Inventory in our stores varies on a regular basis.  We believe we determine demand for a given products.  In addition, some products may be in short supply if the market for a product is hot.  If this occurs, we will reorder inventory quickly, if the product is backorder, we may miss the market.  We are cognizant the product may only be popular for a few weeks.  It is our goal to turn our inventories quickly to avoid carrying costs.

Results of Operations

Net Sales

Net sales for the three months ended January 31, 2010 were $565,573, an increase compared to $381,872 for the corresponding quarter last year. For the three months ended January 31, 2010, the increase in net sales was attributable to the opening and operation of five (5) Seen on Screen TV Stores during the first quarter of 2010.
 

-12-
 
 

 

Gross Profit

Gross profit for the three months ended January 31, 2010 was $409,083, compared with $169,573, for the three months ended January 31, 2009. The increase in the gross profit margin was primarily attributed to the opening of the Seen on Screen TV Stores during the first quarter of 2010.

Selling, General and Administrative Expenses

SG&A (salaries and wages, advertising, rent, insurance, telephone, and, general and administrative) for the three months ended January 31, 2010 was $360,725, compared with $211,776, for the three months ended January 31, 2009. The increase in SG&A for the three months ended January 31, 2010 was primarily due to the opening of the Seen on Screen TV Stores which in turn increased the amount of the company's SG&A expenses.
Operating Profit

Operating profit for the three months ended January 31, 2010 was $22,644, compared with $(157,354) during the comparable period last year. The change in operating profit was the result of the opening of the Seen on Screen TV Stores during the first quarter of 2012.  

Net Earnings

As a result of the factors described above, net earnings for the three months ended January 31, 2010 were $22,644, compared with $(27,594) for the corresponding period in fiscal 2009.

Liquidity

Since changing the focus of our business from mining to retail sales, we have generated limited cumulative revenues of $1,229,082, at October 31, 2009.  At the end of the first quarter of 2010, we have generated additional revenues of $409,083.  We are considered in the development stage of our operations.

As of January 31, 2010, we had current total assets of $567,213 comprised of cash, receivables, inventory, equipment and security deposits.   We had total liabilities of $849,000 comprised of accounts payable, accrued salaries and rent, and loans from stockholders of $152,440.  Our total shareholders' deficit was $(281,786). 


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

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of disclosure controls and procedures in Rule 13a-15(e). The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company’s desired

-13-
 
 

 

disclosure control objectives. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company’s certifying officer has concluded that the Company’s disclosure controls and procedures are not effective in reaching that level of assurance.

As of the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Management’s Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Section 13a-15(f) of the Securities Exchange Act of 1934, as amended). Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in conformity with U.S. generally accepted accounting principles.

As of the date of this report, management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the criteria established by COSO management concluded that the Company’s internal control over financial reporting was not effective as a result of the identification of the material weaknesses described below.

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Specifically, management identified the following control deficiencies. (1) The Company has not properly delegated duties to any individual to be responsible for financial reporting.

Accordingly, while the Company has identified certain material weaknesses in its system of internal control over financial reporting, it believes that it has taken reasonable steps to ascertain that the financial information contained in this report is in accordance with generally accepted accounting principles.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal controls that occurred during the reported period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





-14-
 
 

 

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 6.          EXHIBITS.

The following documents are included herein:

Exhibit No.
Document Description
   
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 Chief Executive Officer and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.










-15-
 
 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 10th day of July, 2012.

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

















-16-
 
 

 


EXHIBIT INDEX

Exhibit No.
Document Description
   
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 Chief Executive Officer and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.













-17-