Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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[X]
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ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE YEAR ENDED OCTOBER 31, 2012
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Commission file number 000-21812
SEEN ON SCREEN TV, INC.
(Exact Name of Registrant as Specified in its Charter)
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Nevada
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52-2352724
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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4017 Colby Avenue
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Everett, Washington 98201
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(Address of Principal Executive Offices, including zip code.)
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(425) 367-4668
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(Registrant’s telephone number, including area code)
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None
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None
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Securities Registered Pursuant to Section 12(b) of the Act
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Name of each exchange on which registered
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Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, par value $.001
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [ ] NO [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act: YES [ ] NO [X]
Indicate by check mark whether the registrant (1) has filed all reports required 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 day. YES [ ] NO [X]
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [ ] NO [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
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 if the Exchange Act. (Check one):
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Large Accelerated Filer
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[ ]
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Accelerated Filer
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[ ]
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Non-accelerated Filer (Do not check if a smaller reporting company)
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[ ]
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Smaller Reporting Company
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[X]
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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 aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of October 31, 2012: $ 2,565,850.52.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date, as of October 31, 2012, total outstanding common shares was: 34,266,523 shares
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Page
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Business.
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3
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Risk Factors.
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6
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Unresolved Staff Comments.
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Properties.
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Legal Proceedings.
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Market for Our Common Equity, Related Stockholders Matters and Issuer Purchases of
Equity Securities.
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7
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Selected Financial Data.
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8
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Management’s Discussion and Analysis of Financial Condition and Results of Operation.
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Quantitative and Qualitative Disclosures About Market Risk.
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Financial Statements and Supplementary Data.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
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24
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Controls and Procedures.
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Other Information.
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Directors, Executive Officers and Corporate Governance.
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Executive Compensation.
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28
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Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
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Certain Relationships and Related Transactions, and Director Independence.
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Principal Accountant Fees and Services.
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31
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Exhibits and Financial Statement Schedules.
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Our History
Seen on Screen TV Inc. (“Company,” “we,” “us,” or “Seen on Screen”), formerly Franklin Lake Resources Inc., a Nevada corporation, was an exploration stage mining company with no ore reserves or mining operations. Our activities up to October 31, 2008, had been limited to searching for material to extract precious minerals from and designing a process for profitable extraction.
On October 6, 2008, we entered into an asset purchase agreement with Antoine Jarjour and Roula Jarjour, husband and wife, wherein we agreed to purchase certain assets from Mr. and Mrs. Jarjour in exchange for 17,000,000 post-reverse split shares of common stock.
On November 1, 2008, we changed our business activity from the mining business to 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 Florida.
On November 13, 2008, we amended our articles of incorporation and changed our name from Franklin Lake Resources Inc. to Seen on Screen TV Inc. We also amended our articles of incorporation to increase our authorized capital to 200,000,000 shares comprised of 195,000,000 shares of common and 5,000,000 shares of preferred stock, each with a par value of $0.001 per share. On November 19, 2008, we amended the foregoing agreement to revise the list of assets to be acquired by us.
On January 10, 2010, we rescinded the asset purchase agreement we entered on October 6, 2008, as amended. Mr. and Mrs. Jarjour returned the 17,000,000 shares of common stock they received as consideration for the transaction. The transaction was rescinded as a result an inability to obtain an unqualified audit opinion after the conclusion of the transaction.
On April 6, 2010, we entered into a Stock Purchase Agreement and Plan of Reorganization with Antoine Jarjour and Roula Jarjour, husband and wife, wherein we agreed to acquired all of the ownership units of Seen on Screen TV LLC, a Washington Limited Liability Corporation, in exchange for 17,000,000 restricted shares of common stock. The effective date of the Agreement was November 1, 2008.
Our Business Model
We offer a selection of products to our customers that have been previously marketed via infomercials on various cable and TV stations across the nation. Generally marketing through infomercials provides intense marketing of a product over a short period of time, from four weeks to six months. The infomercial requires the customer to write down a phone number, pick up the phone and dial a call center to take the consumer’s orders. The call centers have fulfillment centers package and ship the orders to the consumers.
The consumer is greeted by professional telemarketer frequently seeking to increase the order. The consumer can be induced to spending significant additional funds. Consumers fear that their phone number will be supplied or sold to other telemarketers. The call center requires that the consumer provides private financial information, including: credit card, including the CVV number from the back of the credit card; mailing address; delivery address; and, telephone numbers. All the information a credit card thief needs steal thousands of dollars. Many consumers will not order from infomercial call centers.
We believe we provide a secure setting with the same or similar products in a retail setting. We, further, believe that the initial marketing of these products has created impressions in consumer’s minds, which allows us to benefit from the previous marketing strategy. Our customers appreciate they can see, touch and feel our products. They are able to determine if the product meets their need. We purchase products we believe will sell in our stores, on Amazon, through our website and through the Tyler Gifts catalog.
Our strategy is to create a ‘virtuous spiral’ of 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.
We acquire our products, after the initial infomercial marketing period has ended. This occurs when the products has stopped being profitable, the sale of product slows and the inventory becomes available to us through various sources, including the original manufactures and marketers. We will market our products through retail stores located in shopping malls.
We have a limited business model, our retail stores will be located in shopping malls providing consistent foot traffic and walk-in business. The familiarity of the “As Seen on Screen TV” will attracts consumers from a wide range of income brackets and life stages to see the actual products they have seen on infomercials. We plan to feature well known products in our window displays to entice the consumer to enter the store. A consumer may enter to laugh at a Snuggy, and purchase a SalaFresh and purse size LED flashlight while in the stock. Our products will be competitively priced. We believe business model creates the perfect opportunity for impulse and “throw away” buying.
Our retail stores will be conveniently located small-box stores. The store size, design and location requires minimal initial capital investment and low maintenance expenditures. Our typical locations involve a modest, no-frills space, which helps keep our rental and other fixed overhead costs relatively low. Our plan is to operate with a minimal staff and keep operating low cost until the stores operate profitability.
We have produced two in-house infomercials, the Salad Fresh and the Bresh Toothbrush. In these infomercials we did the minimum to test the market and how well these products will do.
We are currently working on producing new infomercials for Tee-time, Spin and Store, and Forever Flashlight. These items are very hot items that we want to introduce. Our plan is to go big and do as much infomercials we can to expand in our business. Therefore, we need to raise more money to do more infomercials and to open more stores in the near future.
We maintain our website to serve our customers that prefer to shop on-line.
Our Growth Strategy
We believe we have the right strategy capitalize on the opportunities afforded by our business model. We believe we will continue to have opportunities to drive growth through sales, expanding our operating profit.
Our Merchandise
Our products are generally personal and household use items that can be carried from the store or shipped via USPS or parcel delivery on normal schedules. We sell items that enhance convenience or lifestyle. We do not sell industrial products or food items. We do not sell perishable items of any sort. We market the following products that have been advertised on Infomercials via cable and broadcast television stations.
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FAST BRITE - An amazing cleaner for the headlights of cars
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Simoniz Fix it Pen - A Pen to remove scratches from cars
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Total Pillow - A flexible and versatile travel pillow
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Potty Patch - A indoor grass patch for dogs to use the bathroom indoors
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Irenew - A magnetic bracelet to improve posture, health and flexibility
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Style Snaps - A great device to hem your pants instantly
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Eggies - Be able to cook a hardboiled egg without the shell!
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Salad Fresh - An easy to use on the go salad shaker, this product was marketed, manufactured, and distributed in house.
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Our Retail Stores
The average store has approximately 1,600 square feet of selling space and is operated by a store manager, an assistant store manager and 1 or more sales clerks. At the end on 2011, our total store count included two retail stores. Our retail stores are located in shopping centers. Our store strategy features low initial capital expenditures, limited maintenance capital, low occupancy and operating costs, and a focused merchandise offering. We plan to open 5 stores in 2013 and 7 in 2014.
Our Customers
Our customers vary with the location of our stores. Generally, we sell to the middle class and our customers tend to the 35-55 age bracket. The demographic of the shopping mall in which we are located also determines the consumers we attract. Our target market is value oriented malls which create a stream of general shoppers as opposed to targeted clothing malls. We focus on general category malls with stores like JC Penney, Macy’s and/or Nordstrom. Customers who make purchases at our retail stores are often making impulse purchases. Our retail stores are not destination retail establishments, therefore, our customers can be inconsistent in the off season. During the fourth quarter, the winter holiday season, we are become a destination establishment. To attract new and retain existing customers, we continue to focus on product quality and selection, in-stock levels and pricing, improved store standards, convenient site locations, and a pleasant overall customer experience.
Our Suppliers
We 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.
Distribution, Transportation and Inventory Management
Our products flows through distributions centers and are delivered to our stores by third-party firms. We believe that there remains opportunity to improve our inventory turn-over.
Seasonality
Our business is seasonal to a certain extent. Generally, our highest sales volume occurs in the fourth quarter, which includes the Christmas selling season, and the lowest occurs in the first quarter. In addition, our quarterly results can be affected by the timing of certain holidays. In addition, we carry merchandise during our fourth quarter that we do not carry during the rest of the year, such as gift sets, holiday decorations, certain baking items, and a broader assortment of toys and candy.
Our Competition
We operate in the basic discount consumer goods market, which is highly competitive with respect to price, store location, merchandise quality, assortment and presentation, in-stock consistency, and customer service. We compete with discount stores and with many other retailers, Walgreens, Rite-Aids, and local general drug stores. In some cases our competition comes from big box stores, such as Wal-Mart, or Bed Bath and Beyond, among others. These retailers may carry a specific product at its peak, however they quickly discontinue and dump inventory. Almost all of our competitors have greater financial, distribution, marketing and other resources than we do.
We differentiate ourselves from other forms of retailing by offering consistently low prices in a convenient, small-store format. We believe that our prices are competitive due in part to our low cost operating structure and the relatively limited assortment of products offered.
Our Employees
As of October 31, 2012, we employed approximately 2 full-time and 5 part-time employees. We currently are not a party to any collective bargaining agreements.
Available Information
Our Web site address is www.seenonscreentv.com. We file with or furnish to the Securities and Exchange Commission (the “SEC”) annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, proxy statements and annual reports to shareholders, and, from time to time, registration statements and other documents. These documents are available free of charge to investors on or through the Investor Information portion of our Web site as soon as reasonably practicable after we electronically file them with or furnish them to the SEC. In addition, the public may read and copy any of the materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers, that file electronically with the SEC. The address of that Web site is http://www.sec.gov.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
None.
We currently do not own any property.
We are not presently a party to any litigation.
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MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
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Market Information
Our common stock is currently traded on the OTCQB under the symbol “SONT.” The following table sets forth the range of high and low bid quotations for the applicable period. These quotations as reported by the OTCQB reflect inter-dealer prices without retail mark-up, mark-down, or commissions and may not necessarily represent actual transactions.
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Fiscal Year – 2012
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High Bid
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Low Bid
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Fourth Quarter:8/1/2012 to 10/31/2012
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$
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0.066
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$
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0.066
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Third Quarter: 5/1/2012 to 7/31/2012
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$
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0.015
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$
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0.015
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Second Quarter: 2/1/2012 to 4/30/2012
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$
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0.056
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$
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0.056
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First Quarter: 11/1/2011 to 1/31/2012
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$
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0.036
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$
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0.036
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Fiscal Year – 2011
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High Bid
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Low Bid
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Fourth Quarter:8/1/2011 to 10/31/2011
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$
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0.09
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$
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0.05
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Third Quarter: 5/1/2011 to 7/31/2011
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$
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0.07
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$
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0.026
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Second Quarter: 2/1/2011 to 4/30/2011
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$
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0.045
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$
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0.04
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First Quarter: 11/1/2010 to 1/31/2011
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$
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0.083
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$
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0.066
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Holders
At October 31, 2012, there were 38,876,523 shares of our common stock outstanding. Our shares of common stock are held by approximately 914 stockholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.
Dividends
We have never declared or paid a cash dividend. Any future decisions regarding dividends will be made by our board of directors. We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Our board of directors has complete discretion on whether to pay dividends. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.
Recent Sales of Unregistered Securities
There were no sales of unregistered securities made by the Company in the fourth quarter of 2011.
Purchases of Equity Securities by the Company
There were no purchases of equity securities made by the Company in the fourth quarter of 2011.
Securities Authorized for Issuance Under Equity Compensation Plans
We do not have in effect any compensation plans under which our equity securities are authorized for issuance. The Company intends to adopt an equity compensation plan in which its directors, officers, employees and consultants shall be eligible to participate. However, no formal steps have been taken as of the date of this Report to adopt such a plan.
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.
This section of this annual 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.
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
Loss
For the year ended October 31, 2012 the Company had a gain of $ 133,565. This result’s from the fact that the Company had adjusted its supply chain, which increased the cost of goods sold reducing the company’s profit. Compare to $(199,888) for the year end October 31, 2011.
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 $381,522 from $356,780 for the year ended October 31, 2011 to $ 738,302 for the year ended October 31, 2012.the increase is due to the increase in the number of operating stores during the year ended October 2012.
Net Loss from Operations
Our operating net loss for the year ended October 31, 2012 was $604,737 compared to a loss of $556,668 for the year ended October 31, 2011. The increase loss from operations of $48,069 or 0.92% was due to the change in the number of operating stores.
Interest Expense
Interest expense and related financing fees for the year ended October 31, 2012 was $32,300 compared to $1,356 for the year ended October 31, 2011, a decrease of $30,944. The decrease in interest expense and related financing fees was due to the change in the liabilities due to the number of operating stores.
Discontinued Operation
During the years ended October 31, 2012 and 2011 the Company had closed 2 stores. The loss incurred from the discontinued operation was $419,519 in October 31, 2011 compare with $48,314 in October 31, 2012.
Net Loss
During the year ended October 31, 2012 and 2011the Company incurred net losses of $685,351 and $977,543 respectively. The decreased losses of $292,192 were primarily due to decrease in the number of stores operating during the last quarter 2011.
Liquidity and Capital Resources
As of October 31, 2012, we had a working capital deficit of $35,352,930, 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 $692,045 during the year ended October 31, 2012 was primarily a result of our $685,351 net loss reconciled with our net non-cash expenses relating to change in assets and accounts payable and accrued expenses. Cash used in operations of $569,378 during the year ended October 31, 2011 was primarily a result of our $977,543 net loss reconciled with our net non-cash expenses relating to Loss on abandoned property and decrease in inventory.
Investing Activities
During the year ended October 31, 2012 and 2011, we had no investing activities.
Financing Activities
During the year ended October 31, 2012, we generated proceeds of $99,032 from the sale of restricted shares of common stock to investors.
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.
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.
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.
We are a smaller reporting company as defined in 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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SEEN ON SCREEN TV, INC.
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F-1
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October 31, 2012 and 2011
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F-2
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For the year ended October 31, 2012 and 2011
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F-3
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October 31, 2012
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F-4
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For the year ending October 31, 2012 and 2011
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F-5
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October 31, 2012
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F-6
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THOMAS J. HARRIS
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CERTIFIED PUBLIC ACCOUNTANT
3901 STONE WAY N., SUITE 202
SEATTLE, WA 98103
206.547.6050
To the Board of Directors
Seen On Screen TV, Inc.
We have audited the accompanying balance sheets of Seen On Screen TV, Inc. (A Development Stage Company) as of October 31, 2012 and 2011, and the related statements of operations, stockholders’ equity/(deficit) and cash flows for the period then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Seen On Screen TV, Inc. (An Exploration Stage Company) as of October 31, 2012 and 2011 the results of its operations and cash flows for the period then ended in conformity with generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, the company has had significant operating losses; a working capital deficiency and its need for new capital raise substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
THOMAS J. HARRIS
Seattle, Washington
December 11, 2013
F-1
|
SEEN ON SCREEN TV, INC.
|
|||||
|
October 31,
|
October 31,
|
||||
|
2012
|
2011
|
||||
|
audited
|
audited
|
||||
|
ASSETS
|
|||||
|
Current assets:
|
|||||
|
Cash
|
$
|
1,154
|
$
|
10,626
|
|
|
Inventory
|
182,803
|
182,803
|
|||
|
Employee advance
|
2,365
|
||||
|
Security deposit
|
2,515
|
2,045
|
|||
|
Total current assets
|
188,837
|
195,474
|
|||
|
Total assets
|
$
|
188,837
|
$
|
195,474
|
|
|
LIABILITIES
|
|||||
|
Current liabilities:
|
|||||
|
Accounts payable and accrued taxes
|
$
|
45,931
|
$
|
49,790
|
|
|
Note Payable
|
8,008
|
||||
|
Total current liabilities
|
53,939
|
49,790
|
|||
|
Due to related parties:
|
|||||
|
Accrued rent payable
|
98,753
|
74,753
|
|||
|
Accrued compensation
|
1,468,000
|
1,084,000
|
|||
|
Officer and shareholder payable
|
163,027
|
250,094
|
|||
|
Total long term liabilities
|
1,729,780
|
1,408,847
|
|||
|
Total liabilities
|
1,783,719
|
1,458,637
|
|||
|
STOCKHOLDERS’ DEFICIT
|
|||||
|
Common stock, $0.001 par value, 195,000,000 authorized,
38,876,523 and 34,266,523 shares issued and outstanding
|
38,877
|
34,267
|
|||
|
Preferred stock, authorized: 5,000,000 shares, par value
$0.001, no preferred shares outstanding
|
|||||
|
Capital in excess of par value
|
33,464,571
|
33,370,149
|
|||
|
Stock subscription
|
254,600
|
||||
|
Accumulated deficit
|
(35,352,930)
|
(34,667,579)
|
|||
|
Total stockholders’ deficit
|
(1,594,882)
|
(1,263,163)
|
|||
|
Total liabilities and stockholders’ deficit
|
$
|
188,837
|
$
|
195,474
|
|
The accompanying notes are an integral part of these statements.
F-2
|
SEEN ON SCREEN TV, INC.
|
|||||
|
Year ended
|
Year ended
|
||||
|
October 31,
|
October 31,
|
||||
|
2012
|
2011
|
||||
|
audited
|
audited
|
||||
|
Sales
|
$
|
231,672
|
$
|
271,025
|
|
|
Cost of Sales
|
98,107
|
470,913
|
|||
|
Gross Profit
|
133,565
|
(199,888)
|
|||
|
General and administrative expenses:
|
|||||
|
Wages and salaries
|
504,535
|
155,929
|
|||
|
Taxes
|
21,327
|
7,896
|
|||
|
Advertising and marketing
|
11,431
|
3,881
|
|||
|
Legal and professional
|
17,551
|
8,383
|
|||
|
Travel and entertainment
|
7,494
|
-
|
|||
|
Rent
|
147,864
|
155,017
|
|||
|
Other office and miscellaneous
|
28,100
|
25,674
|
|||
|
Total operating expenses
|
738,302
|
356,780
|
|||
|
(Loss) from operations
|
(604,737)
|
(556,668)
|
|||
|
Other income (expense):
|
|||||
|
Interest (expense)
|
(32,300)
|
(1,356)
|
|||
|
Income/(Loss) before taxes
|
(637,037)
|
(558,024)
|
|||
|
Provision/(credit) for taxes on income
|
-
|
-
|
|||
|
Net loss before discontinued operations
|
(637,037)
|
(558,024)
|
|||
|
Net loss on discontinued operations, net of tax
|
(48,314)
|
(419,519)
|
|||
|
Net Income/(loss)
|
$
|
(685,351)
|
$
|
(977,543)
|
|
|
Basic earnings/(loss) per common share
|
$
|
(0.02)
|
$
|
(0.03)
|
|
|
Weighted average number of shares outstanding
|
36,571,523
|
32,266,523
|
|||
The accompanying notes are an integral part of these statements.
F-3
|
SEEN ON SCREEN TV, INC.
|
||||||||||||||||
|
Common Stock
|
Additional
|
Stock
|
Retained
|
|||||||||||||
|
Shares
|
Amount
|
Paid in capital
|
Subscription
|
Deficit
|
Total
|
|||||||||||
|
Balance - October 31, 2009
|
26,884,000
|
$
|
26,884
|
$
|
32,916,040
|
$
|
-
|
$
|
(33,372,354)
|
$
|
(429,430)
|
|||||
|
Shares Issued
|
3,758,000
|
3,758
|
209,242
|
213,000
|
||||||||||||
|
Net (loss)
|
(317,682)
|
(317,682)
|
||||||||||||||
|
-
|
||||||||||||||||
|
Balance - October 31, 2010
|
30,642,000
|
30,642
|
33,125,282
|
0
|
(33,690,036)
|
(534,112)
|
||||||||||
|
Shares Issued
|
3,624,523
|
3,625
|
244,867
|
248,492
|
||||||||||||
|
Net (loss)
|
(977,543)
|
(977,543)
|
||||||||||||||
|
Balance - October 31, 2011
|
34,266,523
|
34,267
|
33,370,149
|
-
|
(34,667,579)
|
(1,263,163)
|
||||||||||
|
Shares Issued
|
4,610,000
|
4,610
|
94,422
|
99,032
|
||||||||||||
|
Stock subscription
|
254,600
|
254,600
|
||||||||||||||
|
Net (loss)
|
(685,351)
|
(685,351)
|
||||||||||||||
|
Balance - October 31, 2012
|
38,876,523
|
$
|
38,877
|
$
|
33,464,571
|
$
|
254,600
|
$
|
(35,352,930)
|
$
|
(1,594,882)
|
|||||
The accompanying notes are an integral part of these statements.
F-4
|
SEEN ON SCREEN TV, INC.
|
|||||
|
Year ended
|
Year ended
|
||||
|
October 31,
|
October 31,
|
||||
|
2012
|
2011
|
||||
|
audited
|
audited
|
||||
|
Cash flows from operating activities:
|
|||||
|
Net income (loss) from Continuing Operations
|
$
|
(685,351)
|
$
|
(977,543)
|
|
|
Adjustments to reconcile net (loss) to cash provided (used) by
developmental stage activities:
|
|||||
|
Change in current assets and liabilities:
|
|||||
|
Loss on abandoned property
|
-
|
2,039
|
|||
|
Inventory
|
-
|
413,722
|
|||
|
Other current assets
|
(2,835)
|
-
|
|||
|
Accounts payable and accrued expenses
|
(3,859)
|
(7,596)
|
|||
|
Net cash flows from operating activities
|
(692,045)
|
(569,378)
|
|||
|
Cash flows from investing activities:
|
|||||
|
Net cash flows from investing activities
|
-
|
-
|
|||
|
Cash flows from financing activities:
|
|||||
|
Checks in excess of deposits
|
-
|
(54,358)
|
|||
|
Proceeds from sale of common stock
|
99,032
|
248,482
|
|||
|
Stock subscription
|
254,600
|
||||
|
Note payable
|
8,008
|
||||
|
Related party transaction
|
320,933
|
385,880
|
|||
|
Net cash flows from financing activities
|
682,573
|
580,004
|
|||
|
Net cash flows
|
(9,472)
|
10,626
|
|||
|
Cash and equivalents, beginning of period
|
10,626
|
-
|
|||
|
Cash and equivalents, end of period
|
$
|
1,154
|
$
|
10,626
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR:
|
|||||
|
Interest
|
$
|
(32,300)
|
$
|
(1,356)
|
|
|
Income taxes
|
$
|
-
|
$
|
-
|
|
The accompanying notes are an integral part of these statements.
F-5
SEEN ON SCREEN TV, INC.
October 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 year ending October 31, 2012 and 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 October 31, 2012 and 2011.
F-6
SEEN ON SCREEN TV, INC.
NOTES TO FINANCIAL STATEMENTS
October 31, 2012
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 October 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.
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 October 31, 2012 and 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.
F-7
SEEN ON SCREEN TV, INC.
NOTES TO FINANCIAL STATEMENTS
October 31, 2012
Advertising
The Company expenses all costs of advertising as incurred. The advertising costs included in general and administrative expenses for the year ended October 31, 2012 and 2011 are $11,431 and $3,881.
Recently Issued Accounting Pronouncements
For the year ended October 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.
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 October 31, 2012, the Company had an accumulated deficit of $35,344,922. 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 October 31, 2012, the Company has increased the balance of accrued rent by $24,000, increased accrued compensation by $384,000 and decreased officer and shareholder payable by $87,067.
The balance of these related party transactions on October 31, 2012 was $1,729,780.
F-8
SEEN ON SCREEN TV, INC.
NOTES TO FINANCIAL STATEMENTS
October 31, 2012
Note 4 – Note payable
The Company has a note payable with a former employee. The note is related to unpaid wages associated with a store in California. The balance of this payable at October 31, 2012 was $8,008.
In July 2013, the employee filed a claim with the State of California for unpaid wages. The State of California has placed a judgment against the Company for $37,574. The Company has presently recorded the amount they believe is owed to this former employee and is disputing the amount with State of California.
Note 5 - 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.
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.
During the fiscal period ending October 31, 2012, the Company received $23,000 for unissued 460,000 shares of stock. These shares are listed as a stock subscription until issued.
During the fiscal year ending October 31, 2012, the Company issued 4,610,000 shares for $99,032 cash.
Note 6 - 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.
F-9
SEEN ON SCREEN TV, INC.
NOTES TO FINANCIAL STATEMENTS
October 31, 2012
The provision for refundable Federal income tax consists of the following:
|
2012
|
2011
|
||||
|
Refundable Federal income tax attributable to:
|
|||||
|
Current operations
|
$
|
(226,914)
|
$
|
(332,364)
|
|
|
Less, Nondeductible expenses
|
-0-
|
-0-
|
|||
|
-Less, Change in valuation allowance
|
226,914
|
332,364
|
|||
|
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:
|
2012
|
2011
|
||||
|
Deferred tax asset attributable to:
|
|||||
|
Net operating loss carryover
|
$
|
822,971
|
$
|
596,057
|
|
|
Less, Valuation allowance
|
(822,971)
|
(596,057)
|
|||
|
Net deferred tax asset
|
-
|
-
|
|||
At October 31, 2012, an unused net operating loss carryover approximating $1,962,619 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, 2012 and 2011:
|
Federal statutory tax rate
|
(35.0
|
)%
|
|
Permanent difference and other
|
35.0
|
%
|
|
Effective tax rate
|
0.0
|
%
|
Note 7 – Discontinued Operations
During the period ending October 31, 2011, the Company had discontinued operations on 5 locations. This took the total number of stores to two. Due to the closure of these stores the Company recognized a discontinued loss of $419,519. The Company has two stores operating on October 31, 2011.
During the period ending October 31, 2012, the Company discontinued operation of an additional three stores. During the period the store opened 4 new stores and closed an additional three. The closures resulted in a discontinued loss of $48,314. The Company has three stores opened and operating.
F-10
SEEN ON SCREEN TV, INC.
NOTES TO FINANCIAL STATEMENTS
October 31, 2012
|
SEEN ON SCREEN TV, INC.
|
||||||||
|
Discontinued Operations
|
||||||||
|
October 31, 2012
|
|
Year ended
|
||||||||
|
October 31,
|
Stores
|
|||||||
|
2012
|
Closed
|
Net
|
||||||
|
Sales
|
$
|
399,325
|
$
|
167,653
|
$
|
231,672
|
||
|
Cost of Sales
|
165,168
|
67,061
|
98,107
|
|||||
|
Gross Profit
|
234,157
|
100,592
|
133,565
|
|||||
|
General and administrative expenses:
|
||||||||
|
Wages and salaries
|
535,036
|
30,501
|
504,535
|
|||||
|
Taxes
|
22,516
|
1,189
|
21,327
|
|||||
|
Advertising and marketing
|
11,431
|
11,431
|
||||||
|
Legal and professional
|
17,551
|
17,551
|
||||||
|
Computer and internet
|
-
|
-
|
||||||
|
Travel and entertainment
|
7,494
|
7,494
|
||||||
|
Product development costs
|
-
|
-
|
||||||
|
Bank charges
|
-
|
-
|
||||||
|
Rent
|
233,941
|
86,077
|
147,864
|
|||||
|
Depreciation and amortization
|
-
|
-
|
||||||
|
Other office and miscellaneous
|
59,239
|
31,139
|
28,100
|
|||||
|
Total operating expenses
|
887,208
|
148,906
|
738,302
|
|||||
|
(Loss) from operations
|
(653,051)
|
(48,314)
|
(604,737)
|
|||||
|
Other income (expense):
|
||||||||
|
Interest income
|
||||||||
|
Interest (expense)
|
(32,300)
|
(32,300)
|
||||||
|
Income/(Loss) before taxes
|
(685,351)
|
(48,314)
|
(637,037)
|
|||||
|
Provision/(credit) for taxes on income
|
-
|
-
|
-
|
|||||
|
Net loss before discontinued operations
|
(685,351)
|
48,314
|
(637,037)
|
|||||
|
Net loss on discontinued operations, net of tax
|
-
|
(48,314)
|
(48,314)
|
|||||
|
Net Income/(loss)
|
$
|
(685,351)
|
$
|
-
|
$
|
(685,351)
|
||
Note 8 – Subsequent Events
In accordance with SFAS 165 (ASC 855-10) management has reviewed events between October 31, 2013 and December 4, 2013 and has determined that it does not have any material subsequent events to disclose in these financial statements other than the note below.
F-11
None.
Evaluation of Disclosure 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 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 was no change in the Company’s internal controls that occurred during the year ended October 31, 2012 that has materially affected, or is reasonably likely to affect, the Company’s internal controls over financial reporting.
Remediation Plan
Addition of staff
We have identified that additional staff will be required to properly segment the accounting duties of the Company. However, we do not currently have resources to fulfill this part of our plan and will be addressing this matter once sufficient resources are available.
None.
|
NAME
|
AGE
|
POSITION(S)[1]
|
SERVICE BEGAN
|
|
|
|||
|
Antoine Jarjour
|
58
|
President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Secretary, Treasurer and Director
|
November 2008
|
|
Roula Jarjour
|
48
|
Vice President and Director
|
November 2008
|
|
George Jarjour
|
26
|
Chief Operating Officer and Director
|
November 2008
|
|
Charles Carrafoli
|
65
|
Director
|
February 2008
|
|
Father Gregory Ofiesh
|
78
|
Director
|
March 2001
|
[1] The board acts as the audit committee, the compensation committee, and the governance committee.
Antoine Jarjour - President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Secretary, Treasurer and Director
Since November 2008, Mr. Jarjour has been our president, principal executive officer, secretary, treasurer, principal accounting officer, principal financial officer and chairman of our board of directors. In addition to his duties as an officer and director, Mr. Jarjour is responsible for ordering products, managing wholesale orders, representing the company at trade shows, and seeking out new products. Since 2006, Mr. Jarjour has been the secretary and a member of the board of directors of The GNS Group Inc. The GNS Group Inc is a Washington corporation engaged in the business of distributing high-end contract furniture for the hospitality, casino, and restaurant industry. The GNS Group Inc. is the exclusive distributor in North America for Intermetal Ltd., United Arab Emirates. Intermetal manufactures high-end contract furniture in Dubai, United Arab Emirates and supplies this furniture to over 1,000 properties worldwide. In addition to his duties as The GNS Group’s secretary and a member of the board of directors, his responsibilities include searching for and evaluating new products and representing The GNS Group Inc. at all public functions. From 1992 to 2004, Mr. Jarjour was president, secretary, treasurer and the sole member of the board of directors of Meary, Inc. Meary, Inc., a Washington corporation, was engaged in the business of wholesale and retail sales popular products such as personal, sports, kitchen, kids, and pet products. In addition to his duties as president, secretary, treasurer, and a director, Mr. Jarjour was responsible for ordering products, managing wholesale orders, representing the company at trade shows, and seeking out new products.
Roula Jarjour - Vice President and Director
Since November 2008, Mrs. Jarjour has been our vice president and a member of the board of directors. Since 2006, Mrs. Jarjour has been the president of The GNS Group Inc. The GNS Group Inc is a Washington corporation engaged in the business of distributing high-end contract furniture for the hospitality, casino, and restaurant industry. The GNS Group Inc. is the exclusive distributor in North America for Intermetal Ltd., United Arab Emirates. Intermetal manufactures high-end contract furniture in Dubai, United Arab Emirates and supplies this furniture to over 1,000 properties worldwide. In addition to her duties as the president and a director, she is responsible for the overall business operations of The GNS Group Inc. In addition, Ms. Jarjour attends trade shows, negotiates contracts, and seeks new business opportunities for The GNS Group Inc.
George Jarjour - Chief Operating Officer
Since November 2008, Mr. Jarjour has been our chief operating officer. In addition to his duties as our vice-president, Mr. Jarjour’s responsibilities include selling, marketing, promoting products, and managing day-to-day operations for The GNS Group Inc. Since 2006, Mr. Jarjour has been the vice president of The GNS Group Inc. The GNS Group Inc is a Washington corporation engaged in the business of distributing high-end contract furniture for the hospitality, casino, and restaurant industry. The GNS Group Inc. is the exclusive distributor in North America for Intermetal Ltd., United Arab Emirates. Intermetal manufactures high-end contract furniture in Dubai, United Arab Emirates and supplies this furniture to over 1,000 properties worldwide.
Charles Carafoli – Director
Since February 2008, Mr. Carafoli has been a member of our board of directors. Since September 1988, Mr. Carafoli has been the President of South Street Package Store Inc. Since June 1978 to present, he is the President of Mayflower Service Center Inc. Since June 2004, Mr. Carafoli has been the President of Stevens the Florist Inc.
Father Gregory Ofiesh – Director
Since 2001, Father Ofiesh has been a member of our board of directors. From 2001 to 2008, he was our president, chief executive officer, and acting chief financial officer. After 42 years as an Orthodox priest, Father Ofiesh retired as Pastor of St. Nicholas Orthodox Church, San Francisco, California, on January 1, 2001. Prior to his retirement, he was dean of the San Francisco Bay Area Orthodox Clergy, and now serves as dean emeritus of that group.
Disclosure of Family Relationships.
There are no family relationships between any of the officers, directors, persons nominated or beneficial owners of more than five percent (5%) of any class of the issuer’s equity securities, other than Antoine Jarjour is the husband of Roula Jarjour and the father of George Jarjour; Roula Jarjour is the wife of Antoine Jarjour and the mother of George Jarjour; and, George Jarjour is the son of Antoine Jarjour and the son of Roula Jarjour.
To our knowledge, we are not owned or controlled, directly or indirectly, by another corporation or any foreign government.
Involvement in Certain Legal Proceedings
During the past ten years, Messrs. A. Jarjour and G. Jarjour, Father Ofiesh and Mrs. R. Jarjour have not been the subject of the following events:
|
1.
|
A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
|
|
|
|
||
|
2.
|
Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
|
|
|
||
|
3.
|
The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;
|
|
|
|
||
|
i)
|
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
|
|
|
ii)
|
Engaging in any type of business practice; or
|
|
|
iii)
|
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
|
|
|
|
||
|
4.
|
The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;
|
|
|
|
||
|
5.
|
Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
|
|
|
|
||
|
6.
|
Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
|
|
|
|
||
|
7.
|
Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
|
|
|
|
||
|
i)
|
Any Federal or State securities or commodities law or regulation; or
|
|
|
ii)
|
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or
|
|
|
iii)
|
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
|
|
8.
|
Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
|
WITH THE EXCEPTION OF THE FOLLOWING: In 2005, Mr. Jarjour filed for protection under the Bankruptcy Act in 2005 and was discharged from his debts on May 15, 2006 in a Chapter 7 proceeding. The case number is 05-23177-KAO filed in the United States Bankruptcy Court for the Western District of Washington. In 2006, Mr. Jarjour was found guilty of violating RCW 82.08.050(2), Conversion of Collected Sales Tax. This was a gross misdemeanor under Washington law. The foregoing case was filed in the Superior Court of Washington for Snohomish County, Case No. 06-1-00183-9. Judgment and sentence was issued June 4, 2007. Mr. Jarjour was sentenced 364 days imprisonment in the Snohomish County jail; Mr. Jarjour was given credit for any and all days served; Mr. Jarjour included victim assessment of $500.00.
Audit Committee and Charter
We have a separately-designated audit committee of the board. Audit committee functions are performed by our board of directors. None of our directors are deemed independent. All directors also hold positions as our officers. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee. A copy of the audit committee charter is filed as Exhibit 99.1 on our October 31, 2008 Form 10-K report filed with the SEC on August 31, 2011.
Code of Ethics
We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of the code of ethics is filed as Exhibit 14.1 our October 31, 2008 Form 10-K report filed with the SEC on August 31, 2011.
Disclosure Committee and Charter
We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports. A copy of the disclosure committee charter is filed as Exhibit 99.2 our October 31, 2008 Form 10-K report filed with the SEC on August 31, 2011.
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% stockholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file. To our knowledge, all reports have been filed by our officers and directors.
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 our three most recent fiscal years.
Summary Compensation Table
|
Non-Equity
|
Non-qualified
|
||||||||
|
Stock
|
Option
|
Plan Incentive
|
Deferred
|
All Other
|
|||||
|
Name and Principal
|
Salary
|
Bonus
|
Awards
|
Awards
|
Compensation
|
Compensation
|
Compensation
|
Totals
|
|
|
Position
|
Year
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
|
|
|||||||||
|
Antoine Jarjour
|
2012
|
180,000
|
0
|
0
|
0
|
0
|
0
|
0
|
180,000
|
|
President, CEO, CFO
|
2011
|
180,000
|
0
|
0
|
0
|
0
|
0
|
0
|
180,000
|
|
|
|||||||||
|
Roula Jarjour
|
2012
|
144,000
|
0
|
0
|
0
|
0
|
0
|
0
|
144,000
|
|
Vice President
|
2011
|
144,000
|
0
|
0
|
0
|
0
|
0
|
0
|
144,000
|
|
|
|||||||||
|
George Jarjour
|
2012
|
60,000
|
0
|
0
|
0
|
0
|
0
|
0
|
60,000
|
|
Chief Operating Officer
|
2011
|
60,000
|
0
|
0
|
0
|
0
|
0
|
0
|
60,000
|
|
|
|||||||||
|
Father Gregory Ofiesh
|
2012
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Former President
|
2011
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
*
|
The payments to Father Gregory Ofiesh are called management fees, but they are not payable in cash; they are payable only in shares of Company stock.
|
No funds were set aside or accrued by the Company during fiscal year 2012 or 2011 to provide pension, retirement or similar benefits for directors or executive officers.
The following table sets forth compensation paid to our directors during the fiscal year ended October 31, 2012.
Director Compensation
|
Name
|
Fees Earned
or Paid in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
|
|
|||||||
|
Antoine Jarjour
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Roula Jarjour
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
George Jarjour
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Charles Carrafoli
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Father Gregory Ofiesh
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
The following table sets forth, as of October 31, 2012, the beneficial ownership of the common stock: (i) by each stockholder known by the Company to beneficially own more than 5% of the common stock (ii) by each director of the Company; (iii) by the Company’s chief executive officer; and (iv) by all executive officers and directors of the Company as a group. Except as otherwise indicated below, each named beneficial owner has sole voting and investment power with respect to the shares of common stock listed.
|
Number of
|
Percentage of
|
|
|
Name Of Beneficial Ownership
|
Shares[1]
|
Ownership
|
|
|
||
|
Antoine Jarjour [1][2]
|
8,500,000
|
24.81%
|
|
|
||
|
Roula Jarjour [1][2]
|
8,500,000
|
24.81%
|
|
|
||
|
George Jarjour [1]
|
0
|
0.00%
|
|
|
||
|
Charles Carrafoli [1]
|
1,500,000
|
4.38%
|
|
|
||
|
All Officers and Directors as a Group (4 people)
|
18,500,000
|
54.00%
|
|
|
||
|
Father Gregory Ofiesh [4]
|
3,570,000
|
10.42%
|
|
[1]
|
Assuming exercise of all outstanding warrants and options.
|
|
|
|
|
[2]
|
The person named above “promoter” as defined in the Securities Exchange Act of 1934. Mrs. Jarjour and Messrs. Jarjour, Jarjour and Carrafoli are the only “promoters” of our company.
|
|
|
|
|
[3]
|
Antoine Jarjour and Roula Jarjour jointly own 17,000,000 “restricted” shares of our common stock.
|
|
|
|
|
[4]
|
Father Ofiesh was a director; his ownership includes 2,408,080 shares for full consideration given and 1,161,920 shares for which he has warrants to purchase. Shares adjusted for 2:5 split.
|
There are currently no arrangements known to the Company the operation of which may at a subsequent date result in a change of control of the Company. We know of no voting trusts or similar agreements between or among any of the above individuals.
On January 10, 2010, we rescinded the asset purchase agreement we entered on October 6, 2008, as amended. Mr. and Mrs. Jarjour returned the 17,000,000 shares of common stock they received as consideration for the transaction. The transaction was rescinded as a result an inability to obtain an unqualified audit opinion after the conclusion of the transaction.
On April 6, 2010, we entered into a Stock Purchase Agreement and Plan of Reorganization with Antoine Jarjour and Roula Jarjour, husband and wife, wherein we agreed to acquire all of the ownership units of Seen on Screen TV LLC, a Washington Limited Liability Corporation, in exchange for 17,000,000 restricted shares of common stock. The effective date of the Agreement was November 1, 2008.
Since November 2008, the Company has 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.
(1) Audit Fees
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:
|
2012
|
$
|
0
|
Fred Hackman, CPA
|
|
2011
|
$
|
4,300
|
Fred Hackman, CPA
|
(2) Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:
|
2012
|
$
|
0
|
Fred Hackman, CPA
|
|
2011
|
$
|
9,200
|
Fred Hackman, CPA
|
(3) Tax Fees
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:
|
2012
|
$
|
0
|
Fred Hackman, CPA
|
|
2011
|
$
|
0
|
Fred Hackman, CPA
|
(4) All Other Fees
The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:
|
2012
|
$
|
0
|
Fred Hackman, CPA
|
|
2011
|
$
|
0
|
Fred Hackman, CPA
|
(5) Our audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.
(6) The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.
|
Incorporated by reference
|
Filed
|
||||
|
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
herewith
|
|
|
|||||
|
3.1
|
Articles of Incorporation.
|
10-KSB
|
2/04/02
|
3.1
|
|
|
|
|||||
|
3.2
|
Bylaws.
|
10-KSB
|
2/04/02
|
3.2
|
|
|
|
|||||
|
3.3
|
Articles of Domestication.
|
10-KSB
|
2/04/02
|
3.3
|
|
|
|
|||||
|
10.1
|
Asset Purchase Agreement.
|
10-K
|
8/31/11
|
10.1
|
|
|
|
|||||
|
10.2
|
Rescission Agreement.
|
10-K
|
8/31/11
|
10.2
|
|
|
|
|||||
|
14.1
|
Code of Ethics.
|
10-K
|
8/31/11
|
14.1
|
|
|
|
|||||
|
31.1
|
Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 for the Principal Executive Officer and Principal
Financial Officer.
|
X
|
|||
|
|
|||||
|
32.1
|
Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 for the Chief Executive Officer and Chief
Financial Officer.
|
X
|
|||
|
|
|||||
|
99.1
|
Audit Committee Charter.
|
10-K
|
8/31/11
|
99.1
|
|
|
|
|||||
|
99.2
|
Disclosure Committee Charter.
|
10-K
|
8/31/11
|
99.2
|
|
|
|
|||||
|
101.INS
|
XBRL Instance Document.
|
X
|
|||
|
|
|||||
|
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
X
|
|||
|
|
|||||
|
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
X
|
|||
|
|
|||||
|
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
X
|
|||
|
|
|||||
|
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
X
|
|||
|
|
|||||
|
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
X
|
|||
In accordance with Section 13 or 15(d) of the Securities and Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 6th day of January, 2014.
|
SEEN ON SCREEN TV, INC.
|
||
|
|
||
|
BY:
|
ANTOINE JARJOUR
|
|
|
Antoine Jarjour
|
||
|
President, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
|
||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
|
Signature
|
Title
|
Date
|
|
|
||
|
ANTOINE JARJOUR
|
President, Principal Executive Officer, Principal
|
January 6, 2014
|
|
Antoine Jarjour
|
Financial Officer, Principal Accounting Officer
|
|
|
and member of the board of directors
|
||
|
|
||
|
ROULA JARJOUR
|
Vice President and a member of the Board
|
January 6, 2014
|
|
Roula Jarjour
|
of Directors
|
|
|
|
||
|
GEORGE JARJOUR
|
Chief Operating Officer and a member of the Board
|
January 6, 2014
|
|
George Jarjour
|
of Directors
|
|
|
|
||
|
CHARLES CARRAFOLI
|
Member of the Board of Directors
|
January 6, 2014
|
|
Charles Carrafoli
|
||
|
|
||
|
FATHER GREGORY OFIESH
|
Member of the Board of Directors
|
January 6, 2014
|
|
Father Gregory Ofiesh
|
|
Incorporated by reference
|
Filed
|
||||
|
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
herewith
|
|
|
|||||
|
3.1
|
Articles of Incorporation.
|
10-KSB
|
2/04/02
|
3.1
|
|
|
|
|||||
|
3.2
|
Bylaws.
|
10-KSB
|
2/04/02
|
3.2
|
|
|
|
|||||
|
3.3
|
Articles of Domestication.
|
10-KSB
|
2/04/02
|
3.3
|
|
|
|
|||||
|
10.1
|
Asset Purchase Agreement.
|
10-K
|
8/31/11
|
10.1
|
|
|
|
|||||
|
10.2
|
Rescission Agreement.
|
10-K
|
8/31/11
|
10.2
|
|
|
|
|||||
|
14.1
|
Code of Ethics.
|
10-K
|
8/31/11
|
14.1
|
|
|
|
|||||
|
31.1
|
Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 for the Principal Executive Officer and Principal
Financial Officer.
|
X
|
|||
|
|
|||||
|
32.1
|
Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 for the Chief Executive Officer and Chief
Financial Officer.
|
X
|
|||
|
|
|||||
|
99.1
|
Audit Committee Charter.
|
10-K
|
8/31/11
|
99.1
|
|
|
|
|||||
|
99.2
|
Disclosure Committee Charter.
|
10-K
|
8/31/11
|
99.2
|
|
|
|
|||||
|
101.INS
|
XBRL Instance Document.
|
X
|
|||
|
|
|||||
|
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
X
|
|||
|
|
|||||
|
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
X
|
|||
|
|
|||||
|
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
X
|
|||
|
|
|||||
|
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
X
|
|||
|
|
|||||
|
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
X
|
|||
-34-