SEEN ON SCREEN TV INC. - FORM 10-Q

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - SEEN ON SCREEN TV INC.	Financial_Report.xls
EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION - CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER. - SEEN ON SCREEN TV INC.	exh32-1.htm
EX-31.1 - SARBANES-OXLEY 302 CERTIFICATION - PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICER. - SEEN ON SCREEN TV INC.	exh31-1.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 JULY 31, 2012

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: 35,486,523 as of July 31, 2012.

PART I B FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

SEEN ON SCREEN TV, INC.
Balance Sheets


		July 31,		October 31,
		2012		2011
		unaudited		audited

ASSETS
Current assets:
Cash	$	4,708	$	10,626
Inventory		182,803		182,803
Employee advance		4,162
Security deposit		13,015		2,045
Total current assets		204,688		195,474

Total assets	$	204,688	$	195,474


LIABILITIES
Current liabilities:
Accounts payable and accrued taxes	$	35,440	$	49,790
Total current liabilities		35,440		49,790

Long term liabilities:
Accrued rent payable		92,753		74,753
Accrued compensation		1,372,000		1,084,000
Officer and shareholder payable		192,864		250,094
Total long term liabilities		1,657,617		1,408,847

Total liabilities		1,693,057		1,458,637


STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value, 195,000,000 authorized, 35,486,523 and 34,266,523 shares issued and outstanding		35,487		34,267
Preferred stock, authorized: 5,000,000 shares, par value $0.001, no preferred shares outstanding
Capital in excess of par value		33,429,960		33,370,149
Stock subscription		231,600
Deficit accumulated during the development stage		(35,185,416)		(34,667,579)
Total stockholders’ deficit		(1,488,369)		(1,263,163)

Total liabilities and stockholders’ deficit	$	204,688	$	195,474

The accompanying notes are an integral part of these statements.

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SEEN ON SCREEN TV, INC.
Statement of Operations


		Three months		Three months		Nine months		Nine months
		Ended		Ended		Ended		Ended
		July 31,		July 31,		July 31,		July 31,
		2012		2011		2012		2011
		unaudited		unaudited		unaudited		unaudited

Sales	$	61,743	$	24,934	$	265,961	$	170,835

Cost of Sales		10,720		9,958		114,416		59,374

Gross Profit		51,023		14,976		151,545		111,461

General and administrative expenses:
Wages and salaries		141,281		29,988		373,640		41,790
Taxes		4,767		1,388		10,880		3,483
Advertising and marketing		4,053		-		10,956		3,398
Legal and professional		8,200		241		16,046		5,913
Travel and entertainment		2,032		1,281		5,929		-
Rent		43,386		18,307		161,385		102,742
Other office and miscellaneous		24,730		(2,561)		48,034		4,588
Total operating expenses		228,449		48,644		626,870		161,914
(Loss) from operations		(177,426)		(33,668)		(475,325)		(50,453)

Other income (expense):
Interest (expense)		(1,586)		(241)		(31,959)		(917)
Income/(Loss) before taxes		(179,012)		(33,909)		(507,284)		(51,370)
Provision/(credit) for taxes on income		-		-		-		-

Net loss before extraordinary items		(179,012)		(33,909)		(507,284)		(51,370)
Net loss on discontinued operations, net of tax		-		(105,964)		(10,554)		(419,519)
Net Income/(loss)	$	(179,012)	$	(139,873)	$	(517,838)	$	(470,889)


Basic earnings/(loss) per common share	$	(0.01)	$	(0.00)	$	(0.01)	$	(0.01)

Weighted average number of shares outstanding		34,743,192		32,682,000		34,876,525		32,682,000

The accompanying notes are an integral part of these statements.

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SEEN ON SCREEN TV, INC.
Statement of Cash Flows


		Nine months		Nine months
		Ended		Ended
		July 31,		July 31,
		2012		2011
		unaudited		unaudited

Cash flows from operating activities:
Net income (loss) from Continuing Operations	$	(517,838)	$	(51,370)

Loss on discontinued operations				(419,519)

Adjustments to reconcile net (loss) to cash provided (used) by developmental stage activities:
Change in current assets and liabilities:
Rounding		1
Loss on abandoned property		-		2,205
Inventory		-		32,659
Other current assets		(15,132)		-
Accounts payable and accrued expenses		(14,350)		42,100
Net cash flows from operating activities		(547,319)		(393,925)

Cash flows from investing activities:
Net cash flows from investing activities		-		-

Cash flows from financing activities:
Checks in excess of deposits		-		-
Proceeds from sale of common stock		61,031		172,081
Stock subscription		231,600
Related party transaction		248,770		301,970
Net cash flows from financing activities		541,401		474,051
Net cash flows		(5,918)		80,126

Cash and equivalents, beginning of period		10,626		(54,358)
Cash and equivalents, end of period	$	4,708	$	25,768

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR:
Interest	$	(31,959)	$	(917)
Income taxes	$	-	$	-

The accompanying notes are an integral part of these statements.

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SEEN ON SCREEN TV, INC.

NOTES TO FINANCIAL STATEMENTS

July 31, 2012

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. In 2000, The Company moved its executive and administrative offices to San Francisco, CA, USA.

On October 15, 2001, the shareholders approved the domiciliation 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.

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 purchased 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 and nine month period ending July 31, 2012 and year ended October 31, 2011.

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, 2012 and October 31, 2011.

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. For the period ended July 31, 2012, there was no change in inventory as the goods stored in the warehouse remained in storage and any purchases were directly shipped to the retail stores. An inventory count was completed in September 2013 and an adjustment was booked retroactively to adjust the value to actual.

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SEEN ON SCREEN TV, INC.

NOTES TO FINANCIAL STATEMENTS

July 31, 2012

Accounts receivable

Trade receivables are carried at original invoice amount. Management has determined that no allowance is necessary. The allowance for doubtful accounts is based on management estimates of accounts that will not be collected in the future. Receivables past due for more than 90 days are considered delinquent. Management determines uncollectible accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions and by using historical experience applied to an aging of accounts. Recoveries of trade receivables previously written off are recorded when received.

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, 2012 and October 31, 2011. 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 months ended July 31, 2012 and 2011 are $4,053 and $0. The advertising costs for the six months ended July 31, 2012 and 2011 were $10,956 and $3,398, respectively

Recently Issued Accounting Pronouncements:

As of and for the quarters ended July 31, 2012 and 2011, 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.

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SEEN ON SCREEN TV, INC.

NOTES TO FINANCIAL STATEMENTS

July 31, 2012

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, 2012, the Company had an accumulated deficit of $35,185,416. 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.

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 is unsecured, non-interest bearing, and have no specific terms of repayment.

For the year ended October 31, 2011, the Company has increased the balance of accrued rent by $25,980, increased accrued compensation by $384,000 and decreased officer and shareholder payable by $24,100.

The balance of these related party transactions on October 31, 2011 was $1,408,847.

For the period ending July 31, 2012, the Company has increased the balance of accrued rent by $18,000, increased accrued compensation by $288,000 and decreased officer and shareholder payable by $24,100.

The balance of these related party transactions on July 31, 2012 was $1,657,617.

Note 4 - Common Stock

On March 19, 2009, the Company filed Articles of Amendment to consolidate the issued and outstanding common shares of the Company at a 2 - 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.

During the fiscal year ending October 31, 2011, the Company issued 3,624,523 shares for $248,492.

During the fiscal period ending January 31, 2012, the Company issued 820,000 shares for 41,032.

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SEEN ON SCREEN TV, INC.

NOTES TO FINANCIAL STATEMENTS

July 31, 2012

During the fiscal period ending April 30, 2012, the Company issued 400,000 shares for cash in the amount of $20,000.

On April 30, 2012, The Company issued 2,650,000 for settlement of $132,500 of related party debt. The Company has not issued these shares as of April 30, 2012. The Company has recorded these shares as a stock subscription.

During the fiscal period ending July 31, 2012, the Company received $99,100 for unissued 1,982,000 shares of stock. These shares are listed as a stock subscription until issued.

Note 5 - Income Taxes

We follow Accounting Standards Codification regarding Accounting for Income Taxes. Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carryforwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforward has been recognized, as it is not deemed likely to be realized.

The provision for refundable Federal income tax consists of the following:

			2011		2010
Refundable Federal income tax attributable to:
	Current operations	$	(332,365)	$	(108,012)
Less, Nondeductible expenses			-0-		-0-
	-Less, Change in valuation allowance		332,364		108,012
Net refundable amount			-0-		-0-

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

			2011		2010
Deferred tax asset attributable to:
	Net operating loss carryover	$	596,057	$	263,692
Less, Valuation allowance			(596,057)		(263,692)
	Net deferred tax asset		-		-

At October 31, 2011, an unused net operating loss carryover approximating $1,295,225 is available to offset future taxable income; it expires beginning in 2034.

Reconciliation between the statutory rate and the effective tax rate is as follows at October 31, 2011 and 2010:

Federal statutory tax rate	(35.0	)%
Permanent difference and other	35.0	%
Effective tax rate	0.0	%

Note 6 – Subsequent Events

Management has reviewed events between 1-31-12 and 11-1-13 and no significant events other than being in negotiations with the officers and shareholders to convert their notes payable for common stock were identified.

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SEEN ON SCREEN TV, INC.

NOTES TO FINANCIAL STATEMENTS

July 31, 2012

Note 7 – Discontinued Operations

SEEN ON SCREEN TV, INC.
Discontinued Operations- Unaudited
July 31, 2012

		Nine months
		Ended
		July 31,		Eliminate
		2012		Dulphin		Net

Sales	$	280,404	$	14,443	$	265,961

Cost of Sales		120,193		5,777		114,416

Gross Profit		160,211		8,666		151,545

General and administrative expenses:
Wages and salaries		381,266		7,626		373,640
Taxes		11,102		222		10,880
Advertising and marketing		10,956				10,956
Legal and professional		16,046				16,046
Computer and internet		-				-
Travel and entertainment		5,929				5,929
Product development costs		-				-
Bank charges		-				-
Rent		170,149		8,764		161,385
Depreciation and amortization		-				-
Other office and miscellaneous		50,642		2,608		48,034
Total operating expenses		646,090		19,220		626,870
(Loss) from operations		(485,879)		(10,554)		(475,325)

Other income (expense):
Interest income
Interest (expense)		(31,959)				(31,959)
Income/(Loss) before taxes		(517,838)		(10,554)		(507,284)
Provision/(credit) for taxes on income		-		-		-

Net loss before extraordinary items		(517,838)		(10,554)		(507,284)
Net loss on discontinued operations, net of tax		-		-		(10,554)
Net Income/(loss)	$	(517,838)	$	(10,554)	$	(517,838)

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN 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 our prospectus. 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 and one in the state of California and three in the state of Florida.

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 the Company’s 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

Gross Profit (Loss)

For the three month period ended July 31, 2012 and July 31, 2011, we had a gain of $51,023 and $14,976, respectively. The $36,047 change is due to the increase in operating stores between the two periods. For the nine months ended July 31, 2012 and July 31, 2011, we had a gain of 151,545 and $111,461 respectively. The $40,084 increase is due to the increase in the number of operating stores to four stores.

Total Expenses

Our total cost and expenses which consist of payroll and related benefits, consulting expenses, marketing, general and administrative expenses, depreciation and amortization, and research and development expenses increased by $179,805 from $48,644 for the three month period ended July 31, 2011 to $228,449 for the three month period ended July 31, 2012. The increase was due to opening new stores during this period. For the nine month ended July 31, 2012 and July 31, 2011, we had $626,870 and $161,914 respectively. The increase of $464,956 is due to the change of number of stores between the nine month period ending July 31, 2011 during which we reduced the number of stores from six to only two, while for the nine months ended July 31, 2012 we increased the number of operating stores from two to four.

Net Loss from Operations

Our operating net loss for the three months period ended July 31, 2012 was $177,426 compared to a loss of $33,668 for the three months period ended July 31, 2011. The increase in loss from operations of $143,758 was due to the increase in the number of operating stores during this period. For the nine months period ended July 31, 2012 and July 31, 2011 we had net losses of $475,325 and $50,453 with $424,872 increase, and this increase is due to the change of operating stores.

Interest Expense

Interest expense and related financing fees for the three months period ended July 31, 2012 was $1,586 compared to $241 for the three months period ended July 31, 2011, an increase of $1,345. The increase in interest expense and related financing fees was due to the increase in the liabilities due to opening new stores. For the nine

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months period ended July 31, 2012 and July 31, 2011, we had an increase of $31,042 from $917 for July 31, 2011 to $31,959 for July 31, 2012. This increase is due to the increase in the liability.

Discontinued Operation

During the three months periods ended July 31, 2012 we had not closed additional stores, where for the three months ended July 31, 2011 we incurred $105,964 in loss from closing stores. For the nine months ended July 31, 2012 we incurred $10,554, compared to $419,519 for the nine month period ended July 31, 2011. This was the results of closing more stores during the nine months ended July 31, 2011, than the nine months ended July 31, 2012.

Net Loss

During the three months periods ended July 31, 2012 and July 31, 2011, we incurred net losses of $179,012 and $139,873, respectively. The increase loss of $39,139 was primarily due to the difference in operating stores for these periods. For the nine months ended July 31, 2012 and July 31, 2011, we incurred a loss of $ 517,838 and $470,889 with a increase in expenses of $46,949 reflecting the closed stores.

Liquidity and Capital Resources

As of July 31, 2012, we had a working capital deficit of $35,185,416, as compared to a working capital deficit of $34,667,579 as of October 31, 2011. In the past we have relied on sales of our equity to raise funds for our working capital requirements, as well as loans from our majority stockholder. 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.

Operating Activities

Cash used in operations of $547,319 during the period ended July 31, 2012 was primarily a result of our $517,838 net loss reconciled with our net non-cash expenses. Cash used in operations of $393,925 during the year ended July 31, 2011 was primarily a result of our $51,370 net loss reconciled with our net non-cash expenses.

Investing Activities

During the nine month period ended July 31, 2012 and the year ended July 31, 2011, we had no investing activities.

Financing Activities

During the nine month period ended July 31, 2012, we generated proceeds of $541,401 from the sale of restricted shares of common stock to investors and related party transactions.

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.

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Principles of Consolidation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and in accordance with the SEC’s accounting rules under Regulation S-X. All material inter-company accounts and transactions have been eliminated in consolidation.

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 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.

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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.

The Company markets its products direct to customers and has developed retail pricing for all revenue generating products. In addition the Company 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

The company 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.

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.

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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, 2012 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 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.

101.INS	XBRL Instance Document.

101.SCH	XBRL Taxonomy Extension – Schema.

101.CAL	XBRL Taxonomy Extension – Calculations.

101.DEF	XBRL Taxonomy Extension – Definitions.

101.LAB	XBRL Taxonomy Extension – Labels.

101.PRE	XBRL Taxonomy Extension – Presentation.

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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 25th day of November, 2013.

	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

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.

101.INS	XBRL Instance Document.

101.SCH	XBRL Taxonomy Extension – Schema.

101.CAL	XBRL Taxonomy Extension – Calculations.

101.DEF	XBRL Taxonomy Extension – Definitions.

101.LAB	XBRL Taxonomy Extension – Labels.

101.PRE	XBRL Taxonomy Extension – Presentation.

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Attached files

SEEN ON SCREEN TV INC. Reports

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