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






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

FORM 10-Q

[X]
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 31, 2013
 
 
OR
 
 
 
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number   000-21812

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

NEVADA
(State or other jurisdiction of incorporation or organization)

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

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

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.     YES [X]     NO [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   YES [   ]     NO [X]

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
The Issuer had 45,472,523 shares of Common Stock, par value $0.001, outstanding as at July 31, 2013.





TABLE OF CONTENTS

 
Page
 
 
 
3
 
   
Financial Statements.
3
 
   
 
Financial Statements:
 
   
3
   
4
 
 
5
   
6
 
   
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
13
 
   
Quantitative and Qualitative Disclosures About Market Risk.
15
 
   
Controls and Procedures.
16
 
   
 
16
 
   
Risk Factors.
16
 
   
Unregistered Sales of Equity Securities and Use of Proceeds.
16
 
   
Other Information.
16
 
   
Exhibits.
17
 
   
18
 
 
19






-2-
 
 


PART I B FINANCIAL INFORMATION

ITEM 1.
FINANCIAL STATEMENTS.

SEEN ON SCREEN TV, INC.
 
Balance Sheets
 
 
 
 
 
July 31,
   
October 31,
 
   
2013
   
2012
 
   
unaudited
   
audited
 
 
           
ASSETS
           
Current assets:
           
Cash
  $ -     $ 1,154  
Accounts receivable
    8,678       -  
Inventory
    182,803       182,803  
Related party receivable
    23,500          
Employee advance
    2,077       2,365  
Security deposit
    2,515       2,515  
Total current assets
    219,573       188,837  
 
               
Total assets
  $ 219,573     $ 188,837  
 
               
LIABILITIES
               
Current liabilities:
               
Checks in excess of deposits
  $ 1,254     $ -  
Accounts payable and accrued taxes
    77,202       45,931  
Note Payable
    8,008       8,008  
Total current liabilities
    86,464       53,939  
 
               
Long-term liabilities:
               
Due to related parties:
               
Accrued rent payable
    116,753       98,753  
Accrued compensation
    1,756,000       1,468,000  
Officer and shareholder payable
    157,336       163,027  
Affiliate company
    -          
Total long term liabilities
    2,030,089       1,729,780  
 
               
Total liabilities
    2,116,553       1,783,719  
 
               
STOCKHOLDERS’ DEFICIT
               
Common stock, $0.001 par value, 195,000,000 authorized,
45,472,523 and 38,876,523 shares issued and outstanding
    45,473       38,877  
Preferred stock, authorized: 5,000,000 shares, par value $0.001
no preferred shares outstanding
               
Capital in excess of par value
    33,839,775       33,464,571  
Stock subscription
    -       254,600  
Accumulated deficit
    (35,782,228 )     (35,352,930 )
Total stockholders’ deficit
    (1,896,980 )     (1,594,882 )
Total liabilities and stockholders’ deficit
  $ 219,573     $ 188,837  

The accompanying notes are an integral part of these statements.
F-1

-3-
 
 



SEEN ON SCREEN TV, INC.
 
Statements of Operations
 
 
 
 
 
   
Three months
   
Three months
   
Nine months
   
Nine months
 
   
Ended
   
Ended
   
ended
   
ended
 
   
July 31,
   
July 31,
   
July 31,
   
July 31,
 
   
2013
   
2012
   
2013
   
2012
 
   
unaudited
   
unaudited
   
unaudited
   
unaudited
 
 
                       
Sales
  $ 10,686     $ 61,743     $ 69,155     $ 265,961  
 
                               
Cost of Sales
    1,411       10,720       4,733       114,416  
 
                               
Gross Profit
    9,275       51,023       64,422       151,545  
 
                               
General and administrative expenses:
                               
Wages and salaries
    113,946       141,281       349,727       373,640  
Taxes
    121       4,767       1,748       10,880  
Advertising and marketing
    1,113       4,053       1,764       10,956  
Legal and professional
    25,544       8,200       40,344       16,046  
Travel and entertainment
    2,464       2,032       2,828       5,929  
Rent
    20,719       43,386       60,912       161,385  
Other office and miscellaneous
    11,520       24,730       35,896       48,034  
Total operating expenses
    175,427       228,449       493,219       626,870  
(Loss) from operations
    (166,152 )     (177,426 )     (428,797 )     (475,325 )
 
                               
Other income (expense):
                               
Interest (expense)
    (78 )     (1,586 )     (501 )     (31,959 )
Income/(Loss) before taxes
    (166,230 )     (179,012 )     (429,298 )     (507,284 )
Provision/(credit) for taxes on income
    -       -       -       -  
 
                               
Net loss before discontinued operations
    (166,230 )     (179,012 )     (429,298 )     (507,284 )
Net loss on discontinued operations,
net of tax
    -       -       -       (10,554 )
Net Income/(loss)
  $ (166,230 )   $ (179,012 )   $ (429,298 )   $ (517,838 )
 
                               
 
                               
Basic earnings/(loss) per common share
  $ (0.00 )   $ (0.01 )   $ (0.01 )   $ (0.01 )
 
                               
Weighted average number of shares
outstanding
    39,611,523       34,743,192       39,611,523       34,876,525  






The accompanying notes are an integral part of these statements.
F-2

-4-
 
 



SEEN ON SCREEN TV, INC.
 
Statement of Cash Flows
 
 
 
 
 
   
Nine months
   
Nine months
 
   
ended
   
ended
 
   
July 31,
   
July 31,
 
   
2013
   
2012
 
   
unaudited
   
unaudited
 
 
           
Cash flows from operating activities:
           
Net income (loss) from Continuing Operations
  $ (429,298 )   $ (517,838 )
Rounding
    -       1  
Adjustments to reconcile net (loss) to cash provided (used) by
developmental stage activities:
               
Change in current assets and liabilities:
               
Accounts receivable
    (8,678 )        
Other current assets
    (288 )     (15,132 )
Accounts payable and accrued expenses
    31,271       (14,350 )
Net cash flows from operating activities
    (406,993 )     (547,319 )
 
               
Cash flows from investing activities:
               
 
            -  
Net cash flows from investing activities
    -       -  
 
               
Cash flows from financing activities:
    1,830          
Checks in excess of deposits
               
Proceeds from sale of common stock
    127,200       61,031  
Stock subscription
            231,600  
Related party transaction
    276,809       248,770  
Net cash flows from financing activities
    405,839       541,401  
Net cash flows
    (1,154 )     (5,918 )
 
               
Cash and equivalents, beginning of period
    1,154       10,626  
Cash and equivalents, end of period
  $ -     $ 4,708  
 
               
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR:
               
Interest
  $ (501 )   $ (31,959 )
Income taxes
  $ -     $ -  










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

-5-
 
 


SEEN ON SCREEN TV, INC.
NOTES TO FINANCIAL STATEMENTS
July 31, 2013



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 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 periods ending July 31, 2013 and year ending October 31, 2012 as well as for the three and nine month periods ended July 31, 2013 and 2012.

Use of estimates

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

Cash and cash equivalents

The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of July 31, 2013 and 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 July 31, 2013, 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.
F-4

-6-
 
 


SEEN ON SCREEN TV, INC.
NOTES TO FINANCIAL STATEMENTS
July 31, 2013



Accounts receivable

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

Fair value of financial instruments and derivative financial instruments

The Company’s financial instruments include cash, accounts receivable, accounts payable, and notes payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at July 31, 2013 and October 31, 2012. The Company did not engage in any transaction involving derivative instruments.

Federal income taxes

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

Net Loss Per Share of Common Stock

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

Common Stock Registration Expenses

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

Advertising:

The Company expenses all costs of advertising as incurred.  The advertising costs included in general and administrative expenses for the three month period ended July 31, 2013 and 2012 were $1,113 and $4,053. The advertising costs included in general and administrative expenses for the nine month period ended July 31, 2013 and 2012 were $1,764 and $10,956.
F-5

-7-
 
 


SEEN ON SCREEN TV, INC.
NOTES TO FINANCIAL STATEMENTS
July 31, 2013



Recently Issued Accounting Pronouncements:

For the period ended July 31, 2013 and year ended October 31, 2012, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.


Note 2 - Uncertainty, going concern:

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. As of July 31, 2013, the Company had an accumulated deficit of $35,782,228. 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 are unsecured, non-interest bearing, and have no specific terms of repayment.

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.

For the period ending July 31, 2013, the Company has increased the balance of accrued rent by $18,000, increased accrued compensation by $288,000, decreased officer and shareholder payable by $5,691 and increased receivables from affiliates by $23,500.

The net balance of these related party transactions on July 31, 2013 was $2,006,589.


F-6

-8-
 
 


SEEN ON SCREEN TV, INC.
NOTES TO FINANCIAL STATEMENTS
July 31, 2013



Note 4 – Contingent Liabilities

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.

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

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

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

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







F-7

-9-
 
 


SEEN ON SCREEN TV, INC.
NOTES TO FINANCIAL STATEMENTS
July 31, 2013



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.

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
%











F-8

-10-
 
 


SEEN ON SCREEN TV, INC.
NOTES TO FINANCIAL STATEMENTS
July 31, 2013



Note 7 – Discontinued Operations

During the period ending October 31, 2012, the Company discontinued operation of three additional stores.  During the period ending October 31, 2012, the Company opened 4 new stores and closed an additional three.  The closures resulted in a discontinued loss of $48,314.  The Company currently has three stores open and operating.

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 )

F-9

-11-
 
 


SEEN ON SCREEN TV, INC.
NOTES TO FINANCIAL STATEMENTS
July 31, 2013



Note 8 – Foreign Operations

As of March 31, 2013, the company executed a contract with Bold Ideas Group S.A.R.L., a Lebanese Corporation, in which Bold Ideas Group S.A.R.L. will conduct business under the name Seen On Screen TV, Inc. and remit non-refundable royalties of 3% of gross sales of each store and a non-refundable royalty of 3% on gross profit on each internet site.


Note 9 – Subsequent Events

In accordance with SFAS 165 (ASC 855-10) management has reviewed events between October 31, 2012 and January 31, 2014 and has identified the following for disclosure:

On October 31, 2013, the Company issued 1,454,000 shares for a value of $72,700 for $0.05 per share.

On January 10, 2014, the Company issued 7,700,000 shares for services valued at $385,000 and 2,034,280 shares to pay off amounts owed to shareholders of $101,714.  

On January 21, 2014, it was disclosed that the Company had issued 150,000 shares during the fiscal period ended July 31, 2014 for services that were later determined not required. Accordingly, management is in the process of canceling the shares.

























F-10

-12-
 
 


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

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

Gross Profit (Loss)

For the three months ended July 31, 2013, we generated a gross profit of $9,275, compared to $51,023 for the same period in 2012. Operating expenses were $175,427 for the three months ended July 31, 2013, compared to $228,449 for the same period in 2012. Costs associated with a decrease in wages and salaries, taxes, advertising and marketing, and an increase in general and administrative expenses, professional fees, and travel and entertainment expenses accounted for the difference.

For the nine months ended July 31, 2013, we generated a gross profit of $64,422, compared to $151,545 for the same period in 2012. Operating expenses were $493,219 for the nine months ended July 31, 2013, compared to $626,870 for the same period in 2012. Costs associated with a decrease in wages and salaries, taxes, advertising and marketing, and an increase in general and administrative expenses, professional fees, and travel and entertainment expenses accounted for the difference.

Loss from Operations

Our operating loss for the three month period ended July 31, 2013 was $166,152 as compared with a loss of $177,426 for the same three month period for 2012.  Costs associated with the loss from operations was a direct result of the decrease in the number of operating stores.

Our operating loss for the nine month period ended July 31, 2013 was $428,797 as compared with a loss of $475,325 for the same nine month period for 2012.  Costs associated with the loss from operations was a direct result of the decrease in the number of operating stores.  During the nine month period ended July 31, 2013 we had one operating store as compared with four operating stores during the period ended July 31, 2012.

Net Loss

During the three month period ended July 31, 2013, we incurred net losses of $166,230 as compared with a net loss of $179,012 for the same three month period in 2012.  Expenses associated, with a decrease of $12,782, in net losses were primarily due to a decrease in expenses.

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During the nine month period ended July 31, 2013, we incurred net losses of $429,298 as compared with a net loss of $517,838 for the same nine month period in 2012.  Expenses associated, with a decrease of $88,540, in net losses were primarily due to a decrease in expenses.

Liquidity and Capital Resources

At July 31, 2013, we had assets of $219,573, including no cash, compared to assets of $188,837, including cash of $1,154, at July 31, 2012. The increase in assets is attributable to the increase in the related party receivables for the period ending July 31, 2013.

For the three month period ended July 31, 2013, we had a working capital deficit of $133,109, as compared to the working capital deficit of $134,898 at the year ended October 31, 2012. In the past we have relied on sales of our common stock 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.

On March 19, 2009, we filed Articles of Amendment to consolidate our issued and outstanding common shares through a two-for-five (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, we issued 3,624,523 restricted shares of common stock to thirty individuals for a total of $248,492 in cash.  The individuals were all accredited investors.

On April 30, 2012, we issued 2,650,000 restricted shares of common stock to six individuals at a price of $0.05 per share for settlement $132,500 of related party debt.  As at April 30, 2012, we had not issued these shares. We have recorded these shares as a stock subscription.

During the fiscal period ending July 31, 2012, we received $99,100 in stock subscriptions for 1,982,000 unissued restricted shares of common stock, $0.05 per share, subscribed from eight individuals.  These shares are listed as a stock subscription until issued. The eight individuals were all accredited investors.

During the fiscal period ending October 31, 2012, we received $23,000 in stock subscriptions for 460,000 unissued restricted shares of common stock, $0.05 per share, subscribed by one individual. These shares are listed as a stock subscription until issued. The one individual was an accredited investors.

During the fiscal year ending October 31, 2012, we issued 4,610,000 restricted shares of common stock to seventeen individuals for a total of $99,032 in cash.  The seventeen individuals were all accredited investors.

During the fiscal period ending January 31, 2013, we received $12,700 in stock subscriptions for 254,000 unissued restricted shares of common stock, subscribed by two individuals at a price of $0.05 per share. These shares are listed as a stock subscription until issued.  The two individuals were accredited investors.

      During the fiscal period ending April 30, 2013, we received $27,500 in cash from three individuals for 550,000 restricted shares of stock, at a price of $0.05 per share.  The three individuals were all accredited investors.

During the fiscal period ending April 30, 2013, we issued 4,306,000 restricted shares of common stock for all subscriptions received, where shares had not been issued. These amounts were listed as stock subscription and are now listed as additional paid-in capital.



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On July 31, 2013, we issued 1,740,000 restricted shares of common stock to twenty individuals at a price of $0.05 per share for a total of $87,000 in cash.  The twenty individuals were all accredited investors.

On October 31, 2013, we issued 1,454,000 restricted shares of common stock to seven individuals at a price of $0.05 per share for a total of $72,000 in cash.  The seven individuals were all accredited investors.

On January 10, 2014, we issued 7,700,000 restricted shares of common stock to five individuals at a price of $0.05 per share for services valued at $385,000.  The parties were not related parties.  On the same date, we issued 2,034,280 restricted shares of common stock to two individuals at a price of $0.05 per share for settlement $101,714 of related party debt.

On January 21, 2014, we had issued 150,000 shares during the fiscal period ended July 31, 2014 for services later determined not required. Accordingly, our management is in the process of canceling the shares.

Operating Activities

For the nine month period ended July 31, 2013, we had a net cash flow of operating activities of $406,993, as compared to $547,319 for the period ending July 31, 2012.  Costs associated with the decrease in the net cash flow of operating activities were continuing operation as well as a decrease in accounts receivable, and an increase in other current assets and an increase in accounts payable and accrued expenses.

Investing Activities

During the nine month periods ended July 31, 2013 and 2012, we had no investing activities.

Financing Activities

During the period ended July 31, 2013, we raised $127,200 from the sale of 1,740,000 restricted shares of common stock to affiliates and unrelated parties.

For the nine month period ended July 31, 2013, we had a net cash flow of financing activities of $405,839, as compared to $541,401 for the period ending July 31, 2012.  Costs associated with the decrease in the net cash flow of financing activities were continuing operation as well as an increases in checks in excess of deposits, proceeds from sales of common stock, and related party transactions, and a decrease in stock subscriptions.

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.


ITEM 3.            QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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



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ITEM 4.            CONTROLS AND PROCEDURES.

      Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective.  There was no change in our internal control over financial reporting during the quarter ended July 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


PART II. OTHER INFORMATION


ITEM 1A.         RISK FACTORS.

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


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

During the period ending July 31, 2013, we issued 1,740,000 restricted shares of common stock to twenty persons at a price of $0.05 per share for a total of $87,000. The twenty persons were all accredited investors.
 
 
ITEM 5.            OTHER INFORMATION.

During the period ended July 31, 2013, we failed to file a Form 8-K (Item 3.02) to disclose the sale of 1,740,000 restricted shares of common stock.






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ITEM 6.            EXHIBITS.

   
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
 
 
         
10.1
Master License Agreement with Bold Ideas Group s.a.r.l.
10-Q
2/20/14
10.01
 
 
         
31.1
Certification of Principal Executive Officer and Principal
Financial Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
     
X
 
         
32.1
Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
     
X
 
         
99.1
Audit Committee Charter.
10-K
8/31/11
99.2
 
 
         
99.2
Disclosure Committee Charter.
10-K
8/31/11
99.3
 
 
         
101.INS
XBRL Instance Document.
     
X
 
         
101.SCH
XBRL Taxonomy Extension – Schema.
     
X
 
         
101.CAL
XBRL Taxonomy Extension – Calculations.
     
X
 
         
101.DEF
XBRL Taxonomy Extension – Definitions.
     
X
 
         
101.LAB
XBRL Taxonomy Extension – Labels.
     
X
 
         
101.PRE
XBRL Taxonomy Extension – Presentation.
     
X









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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on this 19th day of March, 2014.

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

















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EXHIBIT INDEX

   
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
 
 
         
10.1
Master License Agreement with Bold Ideas Group s.a.r.l.
10-Q
2/20/14
10.1
 
 
         
31.1
Certification of Principal Executive Officer and Principal
Financial Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
     
X
 
         
32.1
Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
     
X
 
         
99.1
Audit Committee Charter.
10-K
8/31/11
99.2
 
 
         
99.2
Disclosure Committee Charter.
10-K
8/31/11
99.3
 
 
         
101.INS
XBRL Instance Document.
     
X
 
         
101.SCH
XBRL Taxonomy Extension – Schema.
     
X
 
         
101.CAL
XBRL Taxonomy Extension – Calculations.
     
X
 
         
101.DEF
XBRL Taxonomy Extension – Definitions.
     
X
 
         
101.LAB
XBRL Taxonomy Extension – Labels.
     
X
 
         
101.PRE
XBRL Taxonomy Extension – Presentation.
     
X







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