Seen on Screen TV Inc. Form 10-K/A-3 for October 31, 2007

10-K/A 1 sos10ksba3030909.htm SEEN ON SCREEN TV INC. FORM 10K-A FOR OCTOBER 31, 2007 Seen on Screen TV Inc. Form 10-K/A-3 for October 31, 2007

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

FORM 10-K/A-3


[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE FISCAL YEAR ENDED OCTOBER 31, 2007

Commission file number 000-21812

SEEN ON SCREEN TV INC.
(formerly Franklin Lake Resources 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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [ x ] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act: [ ] Yes [ x ] No

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 [ x ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy ir 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.


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

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

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 December 31, 2007: $696,200.

EXPLANATORY NOTE –– The Company is filing this amended report on Form 10-K for the purpose of responding to SEC comments. The Company originally filed its Form 10-KSB for the year ended October 31, 2007 on April 14, 2008. Since the filing the Form 10-KSB, the SEC has eliminated the “SB” designation and accordingly this amendment is filed without such designation. However, the content of this Form 10-K is consistent with the requirements of the Small Business Act.

Further, the Company is filing this Form 10-K to correct errors in the financial statements and, more specifically for the following principal purposes:

1.	to show the cumulative effect of correction of error in the Balance sheet as a separate item and not include the amount thereof in Deficit Accumulated during Development Stage; and,

2.	to correct other minor errors in the financial statements.

ITEM 1 - DESCRIPTION OF BUSINESS

Background - Redomiciliation

Franklin Lake Resources Inc. ("FKLR," "Franklin Lake ", "Company" "we" or "us"), an exploration stage mining company with no ore reserves or mining operations. Our activities to date have been, and our current activities are, limited to searching for material from which we may be able to extract precious minerals and designing a process for profitable extraction. There is no assurance that commercially viable mineral deposits exist on our property, and further exploration will be required before a final evaluation as to the economic and legal feasibility of our plans can be made. Franklin Lake was originally incorporated as Naxos Resources Ltd. ("Naxos") in British Columbia under the Canada Business Corporations Act on May 23, 1986, with its principal place of business in Vancouver. In the year 2000, we moved our executive and administrative offices to South San Francisco, California, effectively ending our business connections in Canada. 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 Franklin Lake Resources Inc. On January 9, 2002, the name change (to Franklin Lake Resources Inc.) became effective for trading purposes. At the same time, a reverse split of the Company's shares on the basis of one new share for each ten shares held also became effective and the Company received a new trading symbol, FKLR.

Exploration Stage Company

We are a company in the "exploration stage", as the term is defined in the SEC's Industry Guide No. 7 (Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations). Industry Guide 7 defines exploration stage companies to include "all issuers engaged in the search for mineral deposits (reserves) which are not in either the development stage or the production stage. Development stage companies are those engaged in preparing for extraction of mineral reserves that have been proved to be commercially mineable. Production stage companies are those engaged in the actual exploitation of commercial reserves. As of the date of this report, we have not established that minerals exist on our property of a type and in a quantity and concentration that would warrant commercial mining. There can be no assurance that commercially viable mineral deposits will be found to exist on our properties, or that we will be able to design a commercially viable process to extract the precious metals.

As an exploration stage company, we are not in a position to fund our cash requirements through our current operations. Further, we believe that, in general, junior resource companies such as Franklin Lake, have a difficult time raising capital. (See Finances, immediately below)

Finances

Recently, we have been able to raise a limited amount of capital through private placements of our equity stock. Of all the money raised in the past two years, however, approximately 88 percent has come from the personal resources of Father Gregory Ofiesh, the Company president. We have no assurance that Father Ofiesh will be able or willing to continue to make additional investments in the Company. If he cannot or does not do so, and if we are unable to obtain funds from another investor, the Company may not be able to continue in business and the stockholders may lose the value of their common stock in the Company.

During our fiscal year ended October 31, 2007, we issued a total of 300,000 shares of our common stock (200,000 by the exercise of warrants), all for cash.

Staffing

As of December 31, 2007, besides its four executive officers (only one of which works full time), the Company employed one part-time employee, who works at our Amargosa facility. We believe our relationship with our employees is good

Regulation and Licensing

As a publicly held corporation, we are required to file reports with the SEC in addition to other federal and state agencies. Principal among these are the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K; all such reports were filed as required for the period covered by this report.

Our exploration activities are subject to various laws and regulations governing prospecting, labor standards, occupational safety

and health, waste disposal, protection and reclamation of the environment, protection of endangered and protected species, toxic substances and other matters. In the future, we may be subject to clean up liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 and other federal and state rules that establish cleanup liability for the release of hazardous substances. Further, amendments to current laws and regulations governing operations and activities of companies involved in mineral exploration are actively considered from time to time and could have a material adverse impact on us.

We do not believe we qualify as a solid waste generator under the Resource Conservation and Recovery Act ("RARA" --formerly the Hazardous Waste Disposal Act), due to the small quantities of corrosive materials we handle. (We dispose of the corresponding small amounts of waste we currently create in our laboratory by delivery to a company permitted by the U.S. EPA and the State of Nevada to treat and dispose of hazardous wastes.) However, if we are able to begin mining operations as we hope to do, we may incur material costs in disposing of the waste thereby generated.

The state of Nevada imposes regulations on mining companies and other producers of hazardous waste and environmental pollutants. We are advised by our environmental management consultants that our current level of operations does not invoke any state compliance issues beyond the need to submit plans of our test facility and proposed operations to the State Division of Environmental Protection for review. We do not expect to incur a material expense in complying with state requirements, unless or until we advance to the development or production stage.

We have obtained the necessary permits or exemptions for exploration work performed to date, and will continue to seek such permits in the future wherever required. To date, we have not experienced any material adverse economic effects as a result of complying with applicable laws relating to the protection of the environment, but there can be no assurance that it will not suffer such adverse effects in the future. If and when we are able to commence production, such issues will become more complex and costly to deal with.

Environmental and other laws and regulations change periodically. We cannot determine the impact of future changes in such laws and regulations on our operations or future financial position. We believe the Company is currently in substantial compliance with all applicable environmental laws and regulations. If we are not in compliance with any such law or regulation, we may be subject to fines, clean-up orders, restrictions on operations, or other penalties.

Competition

The business of mineral exploration is highly competitive and tends to be dominated by a limited number of major mining companies. Although we do not compete directly against any particular firms for sales or market share, many of the human and physical resources we may require - such as engineering and other technical professionals, skilled equipment operators, and managers, as well as extractive and metallurgical processes and equipment -- are also sought by companies with substantially greater financial means than we possess, which places us at a competitive disadvantage in obtaining such resources. Accordingly, we cannot be certain that we will be able to obtain the human and physical resources we may need from time to time or to obtain them at an affordable cost.

Risk Factors

Investing in our common stock is very risky. You should consider the following specific risks before making an investment in our securities.

WE HAVE NO RESERVES, NO MINING OPERATIONS, AND NO INCOME

We currently have no revenues from operations, no mining operations, and no reserves. Reserves, by definition, contain mineral deposits in a quantity and in a form from which the target minerals may be economically and legally extracted or produced. We have not established that precious minerals exist in any quantity in the property which is the focus of our exploration efforts, and unless or until we do so we will not have any income from operations.

EXPLORATION FOR ECONOMIC DEPOSITS OF MINERALS IS SPECULATIVE.

The business of mineral exploration is very speculative, since there is generally no way to recover any of the funds expended on exploration unless the existence of mineable reserves can be established and the Company can exploit those reserves by either commencing mining operations, selling or leasing its interest in the property, or entering into a joint venture with a larger resource company that can further develop the property to the production stage. Unless we can establish and exploit reserves before our funds are exhausted, we will have to discontinue operations, which could make our stock valueless.

A MAJORITY OF OUR DIRECTORS AND EXECUTIVE OFFICERS LACK SIGNIFICANT EXPERIENCE OR TECHNICAL TRAINING IN EXPLORING FOR PRECIOUS METAL DEPOSITS AND DEVELOPING MINES.

In June 2006, Richard S. Kunter was elected a director and appointed vice president - research and development. He brings to the board knowledge, training, and experience previously lacking. Mr. Kunter has a B.S. and an M.S. in metallurgical engineering, both from the University of Idaho, and, after that, he received a two-year research fellowship from the Idaho National Engineering Laboratory Since that time, he has acquired over 35 years of experience in mining and metallurgy, including employment and consulting with Newmont Pty. Ltd. (Australia), Homestake Mining Company, Advanced Sciences, Inc., Behre Dolbear & Company, and Kennecott Copper Co. Since 1991, his consulting services have been under the auspices of Richard S. Kunter & Associates, a consulting metallurgical engineering firm. Professionally, Mr. Kunter is a member of the Society for Mining, Metallurgy, and Exploration and of the Minerals, Metals, and Materials Society in the United States, and a fellow of the Australasian Institute of Mining and Metallurgy in Australia.

Prior to June 2006, our directors and executive officers lacked significant experience or technical training in exploring for precious mineral deposits and developing mines. Accordingly, our management may not have been fully aware of many of the specific requirements related to working within this industry. Their decisions may not have taken into account standard engineering or managerial approaches, such as mineral exploration companies commonly use. Consequently, our operations, earnings, and ultimate financial success could have suffered irreparable harm due to management's lack of experience in the industry.

DESPITE INDEPENDENT FINDINGS OF A LACK OF PRECIOUS METALS, THE COMPANY CONTINUED NONSTANDARD PROCESSING METHODS.

In spite of the latest professional and systematic findings from the field indicating the lack of precious metals on the Franklin Lake property, the Company has continued to pursue nonstandard methods of processing material from the property. Accordingly, results reported may be unreliable in establishing the existence or non-existence of precious metals in the Franklin Lake material.

COMPANY REPORTS HAVE NOT CAREFULLY DISTINGUISHED BETWEEN ASSAY METHODS AND METALLURGICAL PROCESSING METHODS AND MAY HAVE CONFUSED INVESTORS

Investors may confuse the Company's experiments in using various assaying approaches with attempts to evaluate metallurgical processing for possible production, and cause them to believe the Company is further along in the process of evaluating its properties than it actually is. The Company has reported the procedures it used to assay its Franklin Lake samples in a manner that may lead investors to conclude that the Company is testing valid metallurgical processing procedures, which is not the case.

EVEN IF WE ARE ABLE TO LOCATE VALUABLE ORE SITES, WE MAY NOT BE ABLE TO EXTRACT THE MINERALS PROFITABLY.

In particular, the silica or "desert dirt" from which we are attempting to extract minerals has proven difficult and other companies have failed and gone out of business because they have not been able to design and apply economic extraction processes. The Company is working to design such a process , but we do not yet have sufficient experience with it to make a reasonable prediction of our success. Without an economic extraction process, we will not be able to produce sufficient revenues to sustain operations, or demonstrate the existence of mineable reserves, and we will likely fail.

WE SELF-INSURE AGAINST TYPICAL BUSINESS RISKS.

The Company does not maintain property and liability insurance against risks which are typical in the operation of its business. In view of its very limited operations, the difficulty of obtaining such insurance, the high deductibles and broad exclusions common to such policies, as well as the direct cost involved, the Company has determined not to obtain such coverage until it is warranted by its operations. The lack of such insurance could result in significant economic hardship for the Company should it suffer losses prior to obtaining coverage, perhaps resulting in the failure of our business.

WE MAY BE LIABLE FOR MATERIAL ARREARAGES AND PENALTIES IN OUR WORKERS COMPENSATION COVERAGE

Although the Company is required to have workers compensation insurance, it has been operating without it. We do not believe that we have incurred any liabilities because of claims that may be filed for injuries that occurred before it becomes effective, but the total amount of back premiums, administrative fees, and penalties imposed could be material.

WE ARE EXPERIENCING RECURRING LIQUIDITY PROBLEMS

We have incurred net losses since our inception, with accumulated losses of $32,669,077 as of October 31, 2007, and expect to continue to incur losses for the foreseeable future. We have had no income from operations and have had to rely on periodic infusions of capital to cover our operating expenses. If we are unable to secure timely infusions of cash we will not be able to continue with the exploration of our properties and the designing of our recovery systems, will not be able to generate revenues, and may be forced to discontinue operations. (See Finances, above)

OUR STOCK PRICE HAS BEEN AND MAY CONTINUE TO BE VOLATILE

The market price of our common stock has historically been volatile. We believe investors should expect continued volatility in our stock price as a result of various factors, including:

1.	low daily trading volume,

2.	generally large spreads between quoted bid and offer prices,

3.	uncertainty of the company's future,

4.	sales of substantial amounts of our common stock by existing stockholders, including short sales,

5.	Company disclosures regarding the results of various stages of our exploration operations.

Such volatility may make it difficult or impossible for you to obtain a favorable selling price for our shares.

WE EXPECT TO ISSUE ADDITIONAL COMMON SHARES IN THE FUTURE WHICH WOULD DILUTE THE OUTSTANDING SHARES

As of October 31, 2007, approximately 26,965,255 shares of our common stock were authorized but unissued; of these, 2,408,080 were reserved for shares to be issued for consideration already received (see Finances, above) and 2,931,150 were reserved for the possible exercise of warrants and options. These shares may be issued in the future without stockholder approval. The prices at which we sell these securities and other terms and provisions will depend on prevailing market conditions and other factors in effect at that time, all of which are beyond our control. Shares may be issued at prices which are less than the then-current market price of our common stock. 5,000,000 shares of preferred stock are also authorized; although these shares may be issued at any time and upon any terms deemed appropriate by the board of directors, at the present time, the board has no plans to issue any such shares.

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

This annual report contains statements about the company's business, planned operations, financial projections, and corporate strategy that may constitute "forward-looking" statements within the meaning of federal securities laws. Such forward-looking statements are based largely on the company's current expectations, plans, beliefs, and assumptions. They inherently involve known and unknown risks and uncertainties, some of which may be beyond the company's control, that may cause the company's actual results in future periods to differ materially from those presented in this report. These may include, but are not limited to, changes in the prevailing prices of metals were are planning to produce, the availability of capital for project financing, competitive factors, and other unforeseen difficulties and uncertainties in the business in which we may operate. They may also include statements contained under "Risk Factors," "Management's Discussion and Analysis" and "Business."

The following terms or statements are or may constitute forward-looking statements:

statements before, after or including the words "may," "could," "should," "believe," "expect," "future," "potential," "anticipate," intend," "plan," estimate" or "continue" or the negative or other variations of these words; and
other statements about matters that are not historical facts.

We may be unable to achieve future results covered by the forward-looking statements. The statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the future results that the statements express or imply. You should not put undue reliance on these forward-looking statements, which speak only as of the date of this annual report. In particular, as an exploration stage company our future is highly uncertain.

Although it is important for you to be aware of the these limitations regarding forward-looking statements, our disclosure of them does not limit the liability of our officers, directors, control persons or promoters under the United States securities laws for material inaccuracies in, or omissions from, this annual report.

ITEM 2 - DESCRIPTION OF PROPERTY

We hold interests in three properties, referred to as the Franklin Lake site, the Amargosa Facility (formerly known as the Farm), and the South San Francisco office.

Franklin Lake Site

Franklin Lake is a dry lake in Inyo County, California. The lake bed, called the "playa," and the surrounding area is the ground on which the Company is conducting its exploration efforts. Most of the land in the area, and all of the land on which the our current claims are located, is owned by the U.S. Government and managed by the Bureau of Land Management ("BLM"). In our annual report for Fiscal Year Ended October 31, 2000, we reported ownership of 408 placer claims, covering approximately 8,000 acres. The claims entitle us, subject to restrictions (including a requirement that we apply to various federal and state authorities for permission to undertake most of the specific activities that will be necessary for us to accomplish our purposes), to explore for precious metals and other minerals, and to extract them if we determine it would be feasible to do so. During the following year, we abandoned the 408 claims and, in association with seven other persons, immediately restaked substantially the area as covered by the 408 claims as 58 placer association claims. Such a claim may be owned by up to eight persons (including corporations) and may cover as much as 160 acres (placer claims, such as our original claims, are limited to 20 acres each), but the annual maintenance fee ($125 per claim for 2007) is the same for each type; thus, the restaking considerably reduced our annual claim costs. The owners of the placer association claims, each having a one-eighth interest in each claim, are: the company itself, three independent parties, two employees of the company, a former employee, and a son of the president of the company. The company has options to buy the interests of the other parties for one dollar per claim per person.

A claim is established by filing a document describing the land covered by the claim with the BLM and recording it with the county in which the land is located. Such filing and recording do not protect us against any other claim to the same land that may have been filed earlier or otherwise assure us that the claim is valid. We did not have a title search on the 408 claims and we have not had a title search on the placer association claims, nor have we obtained a legal opinion on the validity of our specific placer association claims.

The Franklin Lake property lies in the Amargosa Valley in the eastern portion of the Death Valley Quadrangle, near the border

with Nevada. Access is from State Highway 127 via approximately three miles of unpaved road, and we believe the road to be adequate for the foreseeable future. The playa consists of alternating layers of sand, gravels and clays deposited by run-off from the mineralized Bare and Yucca Mountains and the Western California Furnace Creek Mountains, trapped by the natural damming effect of Eagle Mountain in the southeast.

Currently, the property is dry, generally flat, and in its natural state. There has been no significant activity on the property other than test drilling and surface sampling. Power, when needed, is supplied by portable generators. There is no equipment or infrastructure on the property.

Historical Drilling and Assaying Activities

During the period from 1991 to 1997, several test drillings and assays conducted on the Franklin Lake sediments suggested that they contained anomalously high levels of precious metals. The tests, however, were not performed using a chain-of-custody or other method to ensure reliability.

On July 9, 1998, Alfred H. Knight North America Ltd., of Spartanburg, SC, issued a Certificate of Assay showing the results of tests of ten samples, each of which showed gold of less than 1 part per million.

On September 1, 1998, Sanguinetti Engineering Ltd., of Vancouver, BC, issued a Summary Report on the 1998 Auger Drilling Program at the Franklin Lake Property, Inyo County, California. In the Summary, it states (in part):

"Gold and silver values have been reported in sediments of the playa and brines in underlying aquifers. Previous analytical methods which have produced significant values have been from non-certified laboratories or by using non-standard, proprietary methods or "black box" technology. To date, there has been no documented gold or silver production from the property. Assay and analytical results by standard repeatable methods have been negative or inconclusive."

The summary further states:

"Naxos [FKLR's predecessor] first acquired an interest in 1989. Prior to that time, the area had been held by different individuals and companies which reported varying amounts of gold, silver and platinum group metals in both brines and sediments. The results of their testing, with values exceeding 1 ounce per ton of both gold and silver, were most encouraging, however, analytical methods used to produce these high values were always non-standard. Between 1989 and 1998 Naxos carried out numerous exploration programs and funded considerable research in trying to determine if gold and silver were present and could be economically extracted from materials at Franklin Lake."

And, the summary concludes: "No further work or expenditures are recommended for the Franklin Lake property."

Exploration Difficulty and Change of Strategy

When new management took office early in the year 2000, it was generally aware of the company's inability to meet its current obligations and its failure to find precious metals, but it was not aware of the poor reports it had received from engineering and assay firms. Recognizing the need for immediate action on both fronts, and in an attempt to gain the maximum benefit at the lowest cost, the new management decided to:

conduct all future exploration and sampling on the site internally;
limit the use of outside laboratories;
minimize the use of outside consultants; and
make a new determination of the areas of the property to explore and the sampling to be done,

Despite concentrated effort, we have been unsuccessful in achieving satisfactory assays on the silica material from our Franklin Lake property.

During the fiscal years ended October 31, 2004, and October 31, 2005, we reduced testing on the Franklin Lake silica material. In

2004, we discussed a strategic alliance agreement with MR3 Systems, Inc., a company which claimed expertise in the extraction, separation, recovery, and purification of precious and base metals from various solutions. Although it had a limited record of commercial success in the field, it had personnel with relevant training and experience and it had recently entered into a contract with an agency of the U.S. Government which, we believed, added substantially to its credibility. On November 30, 2004, we entered into a more limited metals extraction agreement under which MR3 Systems would construct a turn-key processing system in our existing facility at Amargosa Valley, Nevada. Subsequent to the end of the fiscal year, we sent a notice to MR3 that we were terminating the agreement effective immediately for its failure to meet its obligations. As of January 31, 2008, we had not received any notice from MR3 that it disagrees with any of the facts or conclusions stated in our notice.

During 2005, we also began to look into the possibility of using our facility as a toll station, that is, doing contract processing of material for other mining and exploration companies. We have been making incremental improvements to the equipment and the facility for several years and we believe we can provide this service effectively. In 2005, we obtained one contract for this service and received $4,585 for our work, but we have not done any similar business since then (nor have we made an effort to solicit such business), and we cannot predict whether we will be able to find a market for the service and to do it profitably.

The Amargosa Facility

The Amargosa facility, formerly referred to as the Farm, is located in Amargosa Valley, Nevada (approximately 7.5 miles from Franklin Lake) and is owned by Father Gregory Ofiesh, President and CEO of the Company. The portion used by the company covers 8 acres surrounded by a cyclone fence. It contains a warehouse type building, two operations buildings (including laboratory and pilot plant equipment), a garage, an office, and two mobile homes used as living quarters for persons working at the site. Until April 1, 2002, Father Ofiesh had allowed the Company limited use, primarily for storage, without charge. In the spring of 2002, in view of the expiration of the lease of our primary laboratory and pilot plant at Death Valley Junction and the acquisition of plant equipment from Xenolix, we determined that our equipment should be combined into one facility, and further determined that the Amargosa Facility would be an excellent location. (See "Item 12 - Certain Relationships and Related Transactions" below.)

We moved the equipment from the company's previous facility at Death Valley Junction and the equipment acquired from Xenolix Technologies (located in Winslow, Arizona) to the facility and assembled it, along with the equipment already there, into a single processing facility. We believe that the plant we have assembled will allow us to process several tons of material a day.

During 2006, we sold all the equipment at the facility to Father Ofiesh. This was done in consideration of his continuing to provide capital to the company, and specifically for the payment of $50,000, as the purchase price. As part of that transaction, Father Ofiesh agreed to lease the equipment back to the company for $1.00 per month, through the end of the lease on the property, March 31, 2008. Father Ofiesh has offered to extend the lease for six months upon the same terms and conditions as are in the current lease.

Water Rights

In Nevada, a property owner does not have an unlimited right to draw water from a well on his property. To draw water for commercial use generally requires a property owner to purchase additional rights from other property owners. Uncertain of its future needs, but wanting to protect itself and to be sure it had adequate water for whatever future operations it might have, on May19, 2006, the Company entered into contract to purchase 10 acre feet of water, that is, the right to draw 10 acre feet of water annually from a well on the Company’’s property, at a price of $2,500 per acre foot, a total of $25,000.The contract provided for a down payment of $6,250 (25 percent of the total price) upon signing and payment of the balance of $18,750 on an unspecified date after January 2, 2007.

After the end of the fiscal year, the Company determined that it would not need all 10 acre feet of water for at least the first few years of its operations, and, at its request, the seller agreed to revise the purchase contract. The parties did so by an amendment dated December 27, 2006, under which the Company would purchase only 2 acre feet of water, but at a price of $3,125 per acre foot, a total purchase price of $6,250. This amount was exactly equal to the amount paid as a down payment, and so no further payment was due. At the same time, the Company was relieved of its obligation to pay $18,750 in January. A quitclaim for the water rights was recorded in the office of the Recorder of Nye County, Nevada, on January 11, 2007. As a result of this transaction, the Company had an asset, water rights, for which it had paid $6,250, without any related liability.

South San Francisco Office

We use space in a building owned by our President for our executive and administrative offices in South San Francisco, California, and (see “Item 12 - Certain Relationships and Related Transactions below.)

ITEM 3 - LEGAL PROCEEDINGS

NONE

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of our security holders during the most recent quarter

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Our stock is currently quoted on the Over-the-Counter Bulletin Board. As of December 31, 2007, we had 18,034,745 shares of common stock outstanding. We also had 2,408,080 shares for which we had received full consideration, but did not actually issued the shares until after the end of the year. There were options outstanding to purchase an additional 1,769,770 shares, at an exercise price of $0.13 per share and warrants to purchase 1,161,920 shares at $0.10 per share. There were 857 record owners and approximately 2,650 beneficial owners of our common shares.

The following tables set forth the high and low bid prices of our common stock for each of the periods indicated:

Period		High		Low

Nov 1, 2005 to Jan 31, 2006	$	0.40	$	0.18
Feb 1, 2006 to Apr 30, 2006		0.45		0.15
May 1, 2006 to Jul 31, 2006		0.40		0.12
Aug 1, 2006 to Oct 31, 2006		0.59		0.15

Nov 1, 2006 to Jan 31, 2007		0.49		0.15
Feb 1, 2007 to Apr 30, 2007		0.25		0.15
May 1, 2007 to Jul 31, 2007		0.24		0.12
Aug 1, 2006 to Oct 31, 2007		0.25		0.05

Nov 1, 2007 to Jan 31, 2008		0.26		0.08

Dividend Policy

Holders of our common stock are entitled to receive such dividends as our board of directors may declare from time to time from any surplus that we may have. However, we have not paid any cash dividends since our inception, and it is highly unlikely that we will pay cash dividends on the common stock in the foreseeable future.

Recent Sales of Unregistered Securities

The following securities were sold by officers of the Company without the use of an underwriter. In effecting the sales, we relied on the exemption authority provided by Section 4(2) of the Securities Act of 1933, as amended, relating to sales not involving any public offering. We believe that all such sales were made by our President, Fr. Ofiesh, in private, negotiated transactions without any advertising, public announcements or general solicitation. The purchasers of the shares represented themselves in writing to be, and the company believes them to be, members of one or more of the following classes:

a.	Officers, directors, promoters or control persons of the issuer;

b.	Individuals or entities who are accredited investors, as defined in Rule 501 of Regulation D under the Securities Act; or

c.	Individuals who:
	i.	Are knowledgeable and sophisticated in investment matters;

	ii.	Are able to assess the risks of an investment such as in our securities;

	iii.	Are financially able to bear the risk of a loss of their entire investment; and

	iv.	Have access to pertinent information regarding the issuer and its operations.

The shares are subject to the resale provisions of Rule 144 and may not be sold or transferred without registration except in accordance with Rule 144. Certificates representing the securities bear a legend to that effect. The shares were offered and sold by our President, Fr. Gregory Ofiesh, who in doing so relied on exemptions from the broker-dealer registration requirements of the Exchange Act provided under Rule 3a4-1.

Father Ofiesh:

a.	Is not subject to a section 3(a)(39) disqualification;
b.	Is not compensated directly or indirectly on the basis of transactions; and
c.	Is not an associated person of any broker or dealer.

In each instance, Fr. Ofiesh's handling of the stock transactions was strictly incidental to his primary duties as CEO, and has not involved participation in more than a single offering in any 12-month period.


					NUMBER OF
DATE	CLASS	AMOUNT		PRICE	PURCHASERS

Feb 5, 2007	Common, $0.001 par
	value	100,000	$	0.25	1

	Common stock
	warrants	100,000(1)		--	1

Feb 26, 2007	Common, $0.001 par
	value	200,000(2)		0.10	1

(1)	Exercisable at $0.25 per share
(2)	Pursuant to exercise of a warrant

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS

The following discussion and analysis should be read in conjunction with our audited financial statements for the fiscal year ended October 31, 2007.

Introduction

The Company is an exploratory stage mining company, that is, we have claims on land owned by the United States Government, but we have not proven that they contain precious metals having commercial value. Both internally and using independent laboratories, we have conducted numerous tests on the silica which has been the raw material on which our efforts have focused, but we have not been able to devise a process that will achieve our objectives. In our Report for the fiscal year ended October 31, 2005, we stated: "In our Report for fiscal year ended October 31, 2004, we said that if we were not successful by the end of the fiscal year ending October 31, 2005, it is likely that we would abandon our efforts with respect to this property. Whether we would do that or not, we may explore other alternatives, including filing claims on other property, entering into contracts with other businesses whose resources may be helpful to us, or using the Amargosa facility to do processing for third parties. Regardless which situation develops, as stated elsewhere in this Report, there can be no assurance that we will be successful and that we will be able to continue in business." [quotation marks added above to define the quote from 2005 -- following paragraph added in 2006]

We were not successful by the end of the fiscal year ended October 31, 2005, nor have we been since then, nor have we pursued

seriously any of the other options just described. In general, those alternatives seemed too expensive in view of our limited financial resources and/or too difficult in view or our limited personnel. Instead, we decided to continue our existing efforts. In this regard, although we have not yet been successful nor do we have any assurance that we ever will be, we were encouraged by informal comments to our officers and directors by Richard Kunter (a director and vice president - research and development). We have recently sent samples, larger than we have previously sent, to three independent laboratories for analysis. The results of these tests will probably play a major role in determining our future plans.

Results of Operations For Fiscal Year Ended October 31, 2007

With respect to the Company's short term liquidity, our "Current Ratio" (current assets divided by current liabilities) as of October 31, 2007 was .14, compared with 1.2 as of October 31, 2006. The current ratio is a commonly used measure of a company's liquidity. Our management believes, however, that with a company still in the exploratory stage, such as FKLR, the ratio may not be as significant as with an ongoing business either in comparing the Company with others in the industry or comparing one period with another. In analyzing our liquidity, we look at actual dollars; we compare our cash on hand and other short-term assets with our bills payable and other short-term obligations. Since our only source of funds has been from the periodic sale of securities, when we determine that our short-term assets will not meet our current and anticipated obligations for a sufficient period of time, we must attempt to raise additional capital. If we are not able to raise adequate capital and to do so in a timely manner, we may not be able to continue in business.

In terms of our long-term liquidity, we expect to continue to depend almost exclusively on equity financing until such time, if ever, as we are able to produce and sell precious metals in a quantity that will provide the needed funds.

At October 31, 2007, we had working capital in the amount of <206,775>, compared with $5,963 at October 31, 2006 (see “Plan of Operation for Fiscal Year 2007-2008,” below).

During fiscal year 2007, the Company incurred mineral exploration costs of $104,364 (including depreciation and amortization of $235) on our Franklin Lake properties. During fiscal year 2006, we incurred such costs of $225,048 (including depreciation and amortization of $33,730). We cannot predict our exploration costs over the next twelve months, because of the uncertainty over our future activities.

During neither the fiscal year ended October 31, 2007, nor the prior year, did the Company have any revenue from operations. In 2005, it had revenue from operations of $4,585, all from operating the Amargosa facility as a toll station, processing material for other parties (See Plan of Operation for Fiscal Years 2006 - 2007.) This was the first year since the company's inception that it had any revenue from operations.

The operating loss for fiscal year 2007 was $358,936 or $0.02 per share, compared to an operating loss of $479,511 (restated) or $0.03 per share, for the year 2006. The weighted average number of shares in the per-share calculations was 17,943,078 in fiscal year 2007, and 16,280,956 for 2006.

As of October 31, 2007, the Company's cash balance was $33,688, compared to $35,942 on October 31, 2006.

To date, largely because we have engaged only in exploration and not in production, we have not suffered any losses or incurred any liabilities related to environmental issues. If and when we are able to begin production, which is highly uncertain, we will make an evaluation to determine whether cash reserves should be established or other steps taken to minimize possible adverse consequences due to environmental matters. Such evaluation will consider, among other factors, the land or other sources from which the raw materials are taken and the land upon which the processing is done, the nature of any chemicals used in the processing, and the nature, extent, and means of disposition of the residue from the processing.

Since our inception, we have funded our activities by issuing stock. Although we will continue periodically to seek external sources of funds, there can be no assurance that we will be able to raise sufficient capital to fund our operations. (In the past two years, the company has raised a little over $400,000 through the issuance of new shares; 88 percent of that amount came directly from Father Ofiesh (see Finances, above). If we do raise equity capital, depending on the number of shares issued and the issue price of the shares, current shareholders' interests may be diluted.

The Company's consolidated financial statements were prepared on a going concern basis, which assumes that the Company 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.

Plan Of Operation For Fiscal Year 2007-2008

During the fiscal year ended October 31, 2007, the Company substantially completed its Amargosa facility and it is now ready to operate as a pilot plant to process material from the playa. It should also, possibly with minor modifications, be able to process other material for third parties.

As last year, we are continuing to search for another party or parties which will have financial resources or other assets, technology, and personnel complementary to ours, with which we can joint venture in order to increase our chances of being able to find and extract precious metals from the playa. During 2007, we were not successful in this effort and, because of financial, technical, and other difficulties, and there is no assurance that we will be successful in 2008.

Item 7 - FINANCIAL STATEMENTS

Contents

Accountant’s Report .....................................................................................................................................................................................................1

Balance Sheet...................................................................................................................................................................................................................2

Statement of Operations.................................................................................................................................................................................................3

Statement of Stockholders’ Equity…......................................................................................................................................................................….4

Statement of Cash Flows..............................................................................................................................................................................................13

Notes to the Financial Statements..............................................................................................................................................................................15

Seen on Screen TV Inc. formerly known as Franklin Lake Resources, Inc.
(An Exploration Stage Company)
South San Francisco, CA

Report of Independent Registered Public Accounting Firm

We have audited the accompanying balance sheets of Seen on Screen TV, Inc. (formerly Franklin Lake Resources, Inc.) (An Exploration Stage Company) as of October 31, 2007 and October 31, 2006, and the related statements of operations, stockholders’ equity and cash flows for the years 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 audits. The financial statements of Franklin Lake Resources, Inc. for the period from the date of inception on May 23, 1986 to October 31, 2007 were unaudited.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used, significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present fairly, in all material aspects, the financial position of Franklin Lake Resources, Inc. as of October 31, 2007 and October 31, 2006, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

As noted in Notes 3, 6 and 9 and reported in Note 10, to the financial statements, the Company restated its financial statements for the year ended October 31, 2007 and October 31, 2006 to correct an error in the accounting for a sale and leaseback transaction, the purchase of water rights and the reporting of compensation expense, and to make corrected pro forma disclosures in the footnotes to the financial statements.

The accompanying financial statements have been prepared assuming that Seen on Screen TV, Inc. will continue as a going concern. As discussed in Note 8 to the financial statements, the Company has incurred losses since inception and has not yet been successful in establishing profitable operations, raising substantial doubt about its ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 8. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Madsen & Associates CPA’s, Inc.
February 8, 2008 (except for Footnote 10, which is February 25, 2009)
Salt Lake City, Utah

F-1


SEEN ON SCREEN TV INC. formerly FRANKLIN LAKE RESOURCES, INC. (An Exploration Stage Company) Balance Sheets




		(Restated)		(Restated)
		October 31,		October 31,
ASSETS		2007		2006
Current Assets:
Cash	$	33,688	$	35,942

Total Current Assets		33,688		35,942

Fixed Assets:
Office furniture & equipment		4,700		30,101
Accumulated depreciation		(235)		(30,101)
Total Fixed Assets		4,465		-

Other Assets:
Reclamation bond- net of estimated reclamation costs		19,867		19,867
Water rights		6,250		6,250

Total Other Assets		26,117		26,117

Total Assets	$	64,270	$	62,059

LIABILITIES & SHAREHOLDERS' EQUITY
(DEFICIT)

Current Liabilities:
Accounts payable and accrued liabilities		17,715		10,146
Advances from stockholders		210,808		-
Deferred Gain - Asset Sale		11,940		19,833

Total Current Liabilities		240,463		29,979

Stockholders' Equity (Deficit):
Preferred Stock, $.001 par value; authorized 5,000,000 shares;
no preferred shares outstanding
Common Stock, $.001 par value; authorized 45,000,000 shares;
18,034,745 and 17,737,745 shares issued and outstanding
at October 31, 2007 and 2006, respectively		18,034		17,734
Additional Paid-In Capital		32,474,850		32,332,380
Deficit accumulated during Exploration Stage		(32,669,077)		(32,318,034)
Total Stockholders' Equity (Deficit)		(176,193)		32,080

Total Liabilities and Stockholders' Equity (Deficit)	$	64,270	$	62,059


See accompanying notes to the financial statements

F-2


SEEN ON SCREEN TV INC. formerly FRANKLIN LAKE RESOURCES, INC. (An Exploration Stage Company) Statements of Operations


					(Unaudited)
					(Restated)
			(Restated)		Cumulative from
	Year Ended		Year Ended		Inception
	October 31,		October 31, 2006		(May 23, 1986) to
	2007				October 31, 2007

Revenues
Material processing fees					$	4,585
Total Revenue		-		-		4,585

Expenses:
Mineral exploration costs		104,129		191,318		16,411,852

Depreciation/amortization expenses		235		33,730		3,720,479

General and administrative		254,572		254,463		11,414,397

Impairment of patents & intellectual
property		-		-		1,162,792


Total Expenses		358,936		479,511		32,709,520

Other Income:
Gain on sale of plant equipment		7,893		1,754		9,647
Precious metal sales		-		-		26,211

Net Loss		(351,043)		(477,757)		(32,669,077)

Weighted Average Shares
Common Stock Outstanding		17,943,078		16,280,956
Net Loss Per Common Share
(Basic and Fully Diluted)	$	(0.02)	$	(0.03)

See accompanying notes to the financial statements

F-3


SEEN ON SCREEN TV INC. formerly FRANKLIN LAKE RESOURCES, INC.
(An Exploration Stage Company)
Statements of Cash Flows

						(Restated)
						(Unaudited)
						Cumulative from
		(Restated)		(Restated)		Inception
		Year Ended		Year Ended		(May 23, 1986) to
		October 31, 2007		October 31, 2006		October 31, 2007

Cash Flows used in Operating Activities:
Net Loss	$	(351,043)	$	(477,757)	$	(32,669,077)
Adjustments to reconcile net loss to net cash
Provided be operating activities:
Amortization / depreciation		235		33,730		3,720,479
Proceeds - Net book value of equipment ,licenses, properties sold / abandoned		-		-		2,621,265
Compensation expense from warrants issued		91,770		119,625		437,595
Gain on sale of plant equipment		(7,893)		(1,754)		(9,647)
Impairment of patents & Intellectual property		-		-		1,162,792
Contribution of capital for lease expense		6,000		1,000		7,000
Common stock issued for compensation, rent and expenses		-		87,000		840,363
Changes to Operating Assets and Liabilities:
(Increase) decrease in prepaid expenses		-		598
Increase in shareholders advances		87,000				87,000
(Increase) refund of reclamation bonds outstanding		-		-		(19,867)
Increase ( decrease) in accounts payable and accrued liabilities		7,569		8,098		17,715

Net cash used in operations		(166,362)		(229,460)		(23,804,382)
Cash Flows used by Investing Activities:
Purchases of plant & equipment		(4,700)		-		(884,779)
Sale of plant equipment		-		50,000		50,000
Disposal (Acquisition) of water rights		-		(6,250)		(6,250)
Acquisition of mineral properties		-		-		(2,152,077)

Total Cash Flows Used by Investing Activities		(4,700)		43,750		(2,993,106)

Cash Flows from Financing Activities:
Common stock issued for cash		25,000		213,000		23,991,611
Loan proceeds		-		-		2,202,407
Common stock issued for exercise of warrants		20,000		-		20,000
Advances (repayments) from officers/directors/affiliates		123,808		-		617,158

Cash Flows from Financing Activities		168,808		213,000		26,831,176

Net Increase (Decrease) in Cash		(2,254)		27,290		33,688
Cash at Beginning of Period		35,942		8,652		-
Cash at End of Period	$	33,688	$	35,942	$	33,688

Supplemental disclosure of cash flow information:
Interest Paid		-		-		68,851
Income Taxes Paid		-		-		4,078

Supplemental Non-Cash Financing Activities:
Contribution of capital for lease expense		6,000		1,000		7,000

Deferred gain - asset sale		-		19,833		-

Common Stock issued for compensation, rent and officers advances		-		87,000		803,187

Common Stock issued for licenses		-		-		136,080
Common Stock issued for subsidiary
acquisition-mineral properties & equipment		-		-		2,286,576
Common Stock issued for mineral properties		-		-		1,198,075

Common Stock issued for equipment		-		-		1,297,718
Common Stock issued to acquire Xenolix assets net of $25,000 expensed $1,162,792 Xenolix patents and technologies
$109,978 capitalized as equipment						1,272,790
		-		-
Cancellation of shares issued to Xenolix		-		-		-
Equipment returned to satisfy debt , payables		-		-		1,299,872
Interest Paid		-		-		68,851
Income Taxes Paid		-		-		4,078

See accompanying notes to the financial statements

F-4


SEEN ON SCREEN TV INC. formerly FRANKLIN LAKE RESOURCES, INC.
(An Exploration Stage Company)
Statement of Stockholders’’ Equity (Deficit)
For the years ended December 31, 2007 and 2006
Unaudited For the period from date of inception on May 23, 1986 to October 31, 2002

	Common		Common		(Restated)	(Restated)	(Restated)
	Stock		Stock		Paid-In	Accumulated	Total
	Shares		Amount		Capital	Deficit	Equity

May 1986 common stock issued
for cash at $.25 per share	162,000	$	162	$	40,878		41,040
Net Loss from inception to	-		-		-	(7,380)	(7,380)
October 31, 1986

Fiscal 1987 common stock issued
for cash at $.38 per share	102,500		102		39,038	-	39,140
Net Loss for the year ended	-		-		-	(49,050)	(49,050)
October 31, 1987

Fiscal 1988 common stock issued
for cash at $.50 per share	15,000		15		7,455	-	7,470
Net Loss for the year ended	-		-		-	(17,156)	(17,156)
October 31, 1988

Fiscal 1989 common stock issued
for cash at $1.65 per share	187,633		188		308,553	-	308,741

Fiscal 1989 common stock issued for
mineral property; $1.15 per	30,000		30		34,395	-	34,425
share
Net Loss for the year ended	-		-		-	(210,686)	(210,686)
October 31, 1989

Fiscal 1990 common stock issued
for cash at $5.48 per share	194,726		195		1,166,635	-	1,166,830

Fiscal 1990 common stock issued
for mineral property; $1.16 per	40,000		40		46,400	-	46,440
share

Fiscal 1990 common stock issued
for services at $30.54 per share	2,401		2		73,313	-	73,315
Net Loss for the year ended	-		-		-	(2,372,808)	(2,372,808)
October 31, 1990

Fiscal 1991 common stock issued
for cash at $3.60 per share	275,903		276		994,700	-	994,976

Fiscal 1991 common stock issued
for mineral property; $9.16 per	16,500		17		151,059	-	151,076
share

Fiscal 1991 common stock issued
for debt payment at $4.04 per	78,924		79		318,691	-	318,770
share
Net Loss for the year ended	-		-		-	(578,573)	(578,573)
October 31, 1991

Fiscal 1992 common stock issued
for cash at $5.09 per share	195,864		196		996,469	-	996,665

Fiscal 1992 common stock issued
for mineral property; $6.96 per	87,648		88		610,381	-	610,469
share

Fiscal 1992 common stock issued
for license at $3.40 per share	40,000		40		136,040	-	136,080
Net Loss for the year ended	-		-		-	(1,153,009)	(1,153,009)
October 31, 1992

F-5


Fiscal 1993 common stock issued
for subsidiary at $9.04 per share	276,741	276	2,221,550	-	2,221,826
Net Loss for the year ended October 31, 1993	-	-	-	(1,430,936)	(1,430,936)

Fiscal 1994 common stock issued
for cash at $10.65 per share	339,400	339	3,613,155	-	3,613,494
Fiscal 1994 common stock issued
for subsidiary at $25.90 per share	2,500	3	64,747	-	64,750

Fiscal 1994 common stock issued
for director at $8.32 per share	25,000	25	208,100	-	208,125
Net Loss for the year ended October 31, 1994	-	-	-	(2,435,290)	(2,435,290)

Fiscal 1995 common stock issued
for cash at $14.30 per share	208,359	208	2,979,872	-	2,980,080

Fiscal 1995 common stock issued
for mineral property; $15.40 per share	23,100	23	355,642	-	355,665

Fiscal 1995 common stock issued
for equipment at $16.58 per share	1,800	2	29,833	-	29,835
Net Loss for the year ended October 31, 1995	-	-	-	(2,706,126)	(2,706,126)

Fiscal 1996 common stock issued
for cash at $14.23 per share	316,024	316	4,496,619	-	4,496,935

Fiscal 1996 common stock issued
for equipment at $40.94 per share	30,970	31	1,267,852	-	1,267,883
Net Loss for the year ended October 31, 1996	-	-	-	(3,898,191)	(3,898,191)

Fiscal 1997 common stock issued
for cash at $16.13 per share	270,608	271	4,365,253	-	4,365,524
Net Loss for the year ended October 31, 1997	-	-	-	(5,255,324)	(5,255,324)

Fiscal 1998 common stock issued
for cash at $18.28 per share	198,928	199	3,636,543	-	3,636,742

Fiscal 1998 common stock issued
pursuant to an anti-dulition agreement	24,444	24	-24	-	-
Net Loss for the year ended October 31, 1998	-	-	-	(5,966,623)	(5,966,623

Fiscal 1999 common stock issued
for cash at $5.44 per share	24,060	24	130,879	-	130,903
Net Loss for the year ended October 31, 1999	-	-	-	(1,623,785)	(1,623,785)

Fiscal 2000 common stock issued
for cash at $.65 per share	375,800	376	245,164	-	245,540

Fiscal 2000 common stock issued
for payables at $.97 per share	55,000	55	53,136	-	53,191
Net Loss for the year ended October 31, 2000	-	-	-	(785,920)	(785,920)

Fiscal 2001 capital contribution
for shares previously paid for	-	-	17,531	-	17,531

F-6

Fiscal 2001 common stock issued
for debt at $.82 per share	47,500	48	38,986	-	39,034
Net Loss for the year ended October 31, 2001	-	-	-	(320,797)	(320,797)

January 17, 2002; common stock issued
for loans advanced in 2001
of $100,000 and cash of $50,000
in 2002 at $.25 per share	600,000	600	149,400	-	150,000

February 27, 2002; common stock issued
for cash at $.25 per share	120,000	120	29,880	-	30,000

March 15, 2002; common stock issued
for compensation , rent expenses and
cash advances valued at $.25 per share	2,000,000	2,000	498,000	-	500,000

March 23, 2002; common stock issued
for cash at $.25 per share	400,000	400	99,600	-	100,000

March 25, 2002; common stock
for payables at $ .64 per share	2,000	2	1,270	-	1,272

April 8, 2002; common stock issued
in connection with Xenolix

Asset Acquisition; valued at	1,201,657	1,201	1,296,589	-	1,297,790
$1.08 per share

April 8, 2002; common stock issued
in connection with Lounsbury
claims consolidation valued at $.63 per share	102,500	102	64,473	-	64,575

September 9, 2002; common stock issued
for cash at $.25 per share	80,000	80	19,920	-	20,000

Net Loss for the year ended	-	-	-	(1,782,473)	(1,782,473)
October 31, 2002

November 1, 2002, commons stock issued
for cash at $ .35 per share	857,143	857	299,143	-	300,000

January 22, 2003 exercise of warrants
at $.25 per share	200,000	200	49,800	-	50,000

March 26, 2003 common stock issued
for cash at $.35 per share	71,429	71	24,929	-	25,000

Net Loss for the year ended	-	-	-	(349,781)	(349,781)
October 31, 2003

Cancellation of common stock	(601,657)	(602)	602	-	-
to Xenetix

July 20, 2004 common stock issued for cash
at $.10 per share	250,000	250	24,750	-	25,000

July 20, 2004 common stock issued for
compensation, rent and cash advance	1,751,570	1,752	173,405	-	175,157

October 29, 2004 common stock issued for
compensation, rent and cash advance
at $.10 per share	1,130,000	1,130	11,870	-	13,000

Net (loss) for year				(345,424)	(345,424)

Jauary 31, 2005 common stck issued for
cash at $.10 per share	750,000	750	74,250	-	75,000

F-7


January 31, 2005 common stock issued for
compensation and rent April 30, 2005 common stock	217,500		218		21,532	-		21,750
issued for cash at $.10 per share	250,000		250		24,750	-		25,000

April 30, 2005 common stock issued for
compensation and rent July 31, 2005 common	217,500		217		21,533	-		21,750
stock issued for cash at $.10 per share	500,000		500		49,500	-		50,000

July 31, 2005 common stock issued for
compensation and rent at $.10 per share	217,500		218		21,532	-		21,750
October 31, 2005 common stock issued for
cash at $.10 per share	620,000		620		61,380	-		62,000

October 31, 2005 comon stock issued for
Share-based compensation expense					226,200			226,200
compensation and rent at $.10 per share	217,500		217		21,533	-		21,750

Net (loss) for period						(550,945)		(550,945)
Balances at October 31, 2005	14,803,975		14,803		$ 31,914,686	(31,840,277)		89,212

January 31, 2006 common stock issued for
cash at $.10 per share	602,000	$	602	$	59,598		$	60,200

January 31, 2006 common stock issued for
services at $.10 per share	217,500	$	218	$	21,532		$	21,750

April 30, 2006 common stock issued for
cash at $ .10 per share	910,000	$	910	$	90,090		$	91,000

April 30, 2006 common stock issued for
services at $.10 per share	217,500	$	218	$	21,532		$	21,750

July 31, 2006 common stock issued for
services at $.10 per share	217,500	$	218	$	21,532		$	21,750

October 25, 2006 common stock issued for
cash at $.13 per share	230,770	$	230	$	29,770		$	30,000

October 31, 2006 common stock issued for
cash at $.10 per share	318,000	$	318	$	31,482		$	31,800

October 31, 2006 common stock issued for
services at $.10 per share	217,500		217		21,533			21,750

Share-based compensation expense					119,625			119,625
Capital contrbuted by officer					1,000			1,000

Net (loss) for period						(477,757)		(477,757)
Balances at October 31, 2006	17,734,745		$ 17,734		$32,332,380	$(32,318,034)	$	$32,080

F-8


February 5, 2007 common stock issued for
cash at $.25 per share	100,000	100	24,900		25,000

Stock based compensation			91,770		91,770

February 26, 2007 common stock issued
for exercise of warrants at $.10	200,000	200	19,800		20,000
per share

Capital contributed by Officer			6,000		6,000

Net (loss) for period				(351,043)	(351,043)
Balances at October 31, 2007	18,034,745	18,034	32,474,850	(32,669,077)	(176,193)

F-9

See accompanying notes to the financial statements

SEEN ON SCREEN TV INC. formerly FRANKLIN LAKE RESOURCES, INC.
(An Exploration Stage Company)
Notes to Financial Statements
October 31, 2007

1. HISTORY

Franklin Lake Resources Inc. ("FKLR" or "Company") was originally incorporated as Naxos Resources Ltd. ("Naxos") in British Columbia under the Canada Business Corporations Act on May 23, 1986, with its principal place of business in Vancouver. In the year 2000, the Company moved its executive and administrative offices to South San Francisco, California, effectively ending its business connections in Canada. On October 15, 2001, the shareholders approved the redomiciliation of the Company to the United States. On October 29, 2001, Articles of Incorporation and Articles of Domestication were filed with the Secretary of State of Nevada and Naxos was "continued" as a Nevada corporation under the name of Franklin Lake Resources Inc. On January 3, 2002, Industry Canada issued a Certificate of Discontinuance, formally ending the Company's legal ties to Canada. On January 9, 2002, the name change (to Franklin Lake Resources Inc.) became effective for trading purposes. At the same time, a reverse split of the Company's shares on the basis of one new share for each ten shares held also became effective and the Company received a new symbol, FKLR.

The Company is in the business of exploring for precious metals, developing processes for extracting them from the earth, and, if warranted, developing sites for possible development. The Company's principal property consists of interests in 58 placer association claims, covering approximately 8,000 acres, at Franklin Lake, near Death Valley Junction, California.

The Company is an exploration stage company as defined in Statement on Financial Accounting Standard No. 7 (SFAS 7) (Accounting and Reporting by Development Stage Companies). Further, as a “reporting company” pursuant to the Securities Exchange Act of 1934, as amended, the Company’s financial reports include the information required by provisions of Regulation S-X under that Act, and specifically Industry Guide 7 therein, applicable to the companies engaged in mineral exploration and development.

2.	SIGNIFICANT ACCOUNTING POLICIES

	(a) Accounting Methods

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

	(b) Use of Estimates

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

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SEEN ON SCREEN TV INC. formerly FRANKLIN LAKE RESOURCES, INC.
(An Exploration Stage Company)
Notes to Financial Statements
October 31, 2007

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

The Company has expensed the costs of acquiring and exploring its properties during the periods in which they were incurred, and will continue to do so until it is able to determine that commercially recoverable ore reserves are present on the properties. If it determines that such reserves exist, it will capitalize further costs.

Reclamation bonds for which the Company has posted refundable cash deposits cover the restoration and rehabilitation of the Company’s BLM properties. The Company does not believe that it has significant environmental, rehabilitation or restoration expenses for the exploration operations it has conducted to date. The Company believes that its cash deposits could be refunded without significant additional expenditures to restore its exploration properties. The Company has not recorded an increase in the estimated recoverable deposits until it has received a more formal notification of its reduced exposure to environmental, rehabilitation, and restoration expenses. The Company has a deposit in the amount of $58,000 available to cover reclamation costs. The Company has reflected a net recoverable value of $19,867 based upon estimates of those costs. The Company will reflect an increase in the value of its deposits when it is able to reduce them based upon regulatory approvals and a refund of its deposit.

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

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

(e) Comprehensive Income

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

(f) Stock Based Compensation

For the year ended October 31, 2006, the Company followed Accounting Principles Board Opinion 25 (APB 25) and related interpretations in accounting for its employee stock options. Under APB 25, when the exercise price of employee stock options is equal to the estimated market price of the stock on the date of grant, no compensation expense is recorded. The Company adopted the disclosure-only provisions of SFAS 123 with respect to employee stock options.

On November 1, 2006, the Company adopted SFAS 123R, and selected the modified prospective transition method, which requires the Company to recognize compensation cost for share-based payments to employees based on their grant-date fair value beginning November 1, 2006.

F-11

SEEN ON SCREEN TV INC. formerly FRANKLIN LAKE RESOURCES, INC.
(An Exploration Stage Company)
Notes to Financial Statements
October 31, 2007

(g) Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized when it is more likely than not, that such tax benefit will not be realized. On October 31, 2007 and 2006, the Company had net operating losses to be carried forward in the amounts of 32,570,000 and $32,317,000, respectively. The tax benefits of approximately $11,400,000 at October 31, 2007 and $11,310,000 at October 31, 2006 have been fully offset by a valuation reserve because the user of the future benefit is doubtful since the Company has not generated taxable income since inception. The net operating loss expires starting 2005 through 2026.

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

(h) Fair Value of Financial Instruments

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

(i) Recent Accounting Pronouncements

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

(j) Revenue Recognition

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

(k) Statement of Cash Flows

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

(l) Financial and Concentration Risk

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

3. SALE OF EQUIPMENT – (RESTATED)

On September 1, 2006 the Company entered into an agreement with the Company President whereby the Company agreed to sell substantially all of its equipment related to the exploration activities to the Company President for the sum of $50,000. Also, as part of this agreement, the President agreed to lease the equipment back to the Company for the consideration of $1.00 per month for the period from September 1, 2006 to March 31, 2008. The equipment was

F-12

sold “as is” without any warranties, express or implied. The Company did not obtain an independent appraisal of the equipment that was sold, but management and the Company’s board of directors, after discussions with equipment industry specialists and other professionals, were satisfied that the sum of $50,000 was the fair value of the equipment at the date of the sale. Although, the contract specifies that the Company pay the sum of $1.00 per month for the lease of the equipment, the Company has recognized the sum of $500 per month as the fair value of the lease payment each month. This amount has been reflected as an operating expense of the Company and this amount is being shown as a contribution to capital by the Company’s president.

Originally the Company had reported the entire gain on the sale of this equipment in the financial statements of the Company for the year ended October 31, 2006. According to SFAS 13, the gain on the sale of this equipment should be deferred and amortized over the life of the lease. Accordingly, the Company is restating its financial statements to comply with this accounting guidance. See Footnote 10 for the restatement adjustments.

4. COMMON STOCK

The trading volume of its shares is low and the price per share is highly volatile based upon relatively small amounts of trading activity. The price of shares in sales by the Company for cash and the values of shares issued in other transactions are determined by private negotiations between the parties involved. During the year ended October 31, 2007, the Company issued 100,000 shares to an individual for cash of $25,000 and 200,000 shares to the President of the Company for the exercise of options, at $.10 per share.

5. RELATED PARTY TRANSACTIONS AND ADVANCES FROM STOCKHOLDERS

The Company has received cash advances, management services, office space (including supplies and overhead), and use of land and buildings for its new testing and production facility, from its President, as summarized in the table. The management services, office space, and land and buildings are payable only in shares of Company stock, not in cash. The details of these transactions are outlined below.


	2007		2006

Balances at beginning of year	$	-	$	-
Management fees at $4,000 per month		48,000		48,000

Corporate office rent, supplies, and overhead at $2,000 per month		24,000		24,000

Test plant rental at $1,250 per month		15,000		15,000

Warrants exercised, shares not issued (shown as advances on the Balance Sheet)		123,808		-
Capital		-		-
Total for fiscal year		210,808		87,000

870,000 shares valued at $.10 per share for above services & rent				(87,000)

Balances at end of year	$	210,808	$	-

F-13

FRANKLIN LAKE RESOURCES, INC.
(An Exploration Stage Company)
Notes to Financial Statements
October 31, 2007

6. STOCK OPTIONS & WARRANTS – (RESTATED)

The Company granted directors and certain employees’ stock options as an incentive to purchase shares of the Company’s common stock. All options were vested immediately and are exercisable at a price equal to the fair market value on the date of the grant. The Company also grants warrants to one employee/director for services and rent. Warrants are issued at an exercise price of $.10 and have an expiration date of one year from the grant date. There were no new warrants issued during the year ended October 31, 2007 but the warrants that were issued during the year ended October 31, 2006 were extended for an additional year. See the chart below related to stock options and warrants:


		Weighted
Stock Options:		Average
	Number of	Exercise
	Shares	Price

Balances outstanding; October 31, 2005	2,000,000	$0.13

Exercised	(230,770)	$0.13

Balances outstanding; October 31, 2006	1,769,230	$0.13

Exercised	-	-

Expired		-

Balances outstanding; October 31, 2007	1,769,230	$0.13

F-14


SEEN ON SCREEN TV INC. formerly FRANKLIN LAKE RESOURCES, INC. (An Exploration Stage Company) Notes to Financial Statements October 31, 2007






	Number	Average
	of Options	Contractual	Exercise
	Outstanding	Life	Price
Exercise Prices:
$.13, expiring on March 4, 2009	1,769,230	5	0.13
Totals and averages	1,769,230	5	$ 0.13

	Number of
	Shares Subject	Exercise	Expiration
	to Stock Options	Price	Date
Employee and legal counsel	1,769,230	0.13	04-Mar-09
Total	1,769.230

Warrants:
	Number of	Exercise	Expiration
	Warrants	Price	Date
Balances outstanding, October 31, 2004
	857,143	.50	11/30/2004
	71,429	.50	03/31/2005
	1,130,000	.10	10/29/2005
Total at October 31, 2004	2,058,572

Issued January 31, 2005	967,500	.10	01/01/2006
Issued April 30, 2005	467,500	.10	04/30/2006
Issued July 31, 2005	717,500	.10	07/31/2006
Issued October 31, 2005	837,500	.10	10/31/2006
Expired November 30, 2004	(857,143)
Expired March 31, 2005	(71,429)
Expired October 29, 2005	(1,130,000)

Total outstanding October 31, 2005	2,990,000

Issued- January 31, 2006	819,500	0.10	01/31/2008

Issued- April 30, 2006	1,127,500	0.10	04/30/2008

Issued- July 31, 2006	217,500	0.10	07/31/2008

Issued- October 31, 2006	535,500	0.10	10/31/2008
Expired January 31, 2006	(967,500)

Expired- April 30, 2006	(467,500)

Expired – July 31, 2006	(717,500)
Expired- October 29, 2005	(837,500)

Total outstanding at October 31, 2006	2,700,000

Total outstanding at October 31, 2007	2,700,000

F-15

SEEN ON SCREEN TV INC. formerly FRANKLIN LAKE RESOURCES, INC.
(An Exploration Stage Company)
Notes to Financial Statements
October 31, 2007

For awards issued prior to November 1, 2006, pro forma disclosure of the effect of accounting for stock options under SFAS 123 is required. As disclosed above in footnote 2, prior to November 1, 2006 the Company accounted for its stock options in accordance with APB 25 “Accounting for Stock Issued to Employees”. Under APB 25, no compensation is recognized when the exercise price of employee options is equal to the fair market value of the underlying stock on the date of the grant. For each of the Company’s stock options, the exercise price was equal to the estimated fair market value of the shares at the date of the grant.

Warrants are issued to one employee/director under two separate transactions. The first transaction involves the employee contributing cash to the Company in exchange for stock and warrants. These transactions are valued based on the amount of cash contributed. The second transaction involves the Company issuing warrants to the employee/director for services and rent at an exercise price of $.10. Prior to November 1, 206, the Company recognized compensation expense for the intrinsic value on the date of issuance. This compensation expense was not previously reported in the October 31, 2006 financial statements, as originally filed on January 12, 2007, and is included in the restatement information in Footnote 10. Also, per FAS 123, the Company was required to disclose proforma compensation expense, as if the fair value method of accounting was used for the reporting period. The Company has determined the estimated fair value of the warrants using the Black-Scholes option-pricing model. The Black-Scholes method is affected by the Company’s stock price as well as assumptions regarding certain complex and subjective variables. These variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards and actual and projected employee stock option exercise behaviors.

The share-based compensation expense for the year ended October 31, 2007 and 2006 (as calculated and determined under SFAS 123R) was $91,770 and $119,625, respectively. The pro forma compensation expense for the share-based payments for the year ended October 31, 2006 was $9,044 (see Footnote 10). Prior to the restatement of this footnote, the Company had made an error in the calculation of the amount to be recorded as compensation expense and the amount to be recognized as pro forma compensation expense following the guidelines of SFAS 123.

The Company has restated its financial statements for the year ended October 31, 2006 to correct the error in accounting for share-based compensation and also to disclose pro forma compensation expense. The effects of these corrections on net income (loss) of the Company and earnings (loss) per share are reflected in Note 10 to the financial statements.

7. METALS EXTRACTION AGREEMENT

On November 30, 2004, the Company entered into a Metals Extraction Agreement with MR3 Systems, Inc. (MR3) whereby both parties agreed to jointly expand and operate a facility at the Amargosa site to process source material from Franklin Lake Playa in order to extract precious metals for sale to refiners and other third parties. As part of the agreement MR3 was to obtain financing to construct and operate the facility. MR3 had represented to the Company that it had developed the technology necessary for such extraction.

Subsequent to the end of the fiscal year on October 31, 2005, management of the Company made a determination that MR3 had not met its obligations under the agreement. On November 21, 2005 management sent a letter to MR3 in which the Company terminated the agreement. The Company does not believe MR3 has any legal basis to contest the termination and, as of January 12, 2008, MR3 has not given the Company any notice that it disagrees with any of the facts or conclusions in the letter or that it disputes the termination.

During the year ended October 31, 2005 the Company incurred less than $10,000 in direct costs associated with this failed agreement. These costs have been charged to operations.

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8. GOING CONCERN

The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.

The Company has incurred losses since its inception and has not yet been successful in establishing profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Continuance of the Company as a going concern is dependent upon obtaining additional working capital through loans and/or additional sales of the Company’s common stock. There is no assurance that the Company will be successful in raising this additional capital or achieving profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.

9. PURCHASE OF WATER RIGHTS (RESTATED)

In May of 2006, the Company purchased water rights in Nevada to assist in the operations of the test plant facility. These rights allow the Company to draw 2.5 acre feet of water annually from a well located on the property. The Company paid $6,250 for these water rights and has determined that the water rights should be treated as an intangible asset and subject to impairment testing by management. As of October 31, 2007, the Company tested these water rights for impairment and determined that no impairment was necessary.

Originally, the Company reported it had paid $25,000 for the water rights, per the related contract, which was for the Company to purchase 10 acre feet of water annually. However, the Company had only expended $6,250 and did not complete the rest of the payments under the contract. It was mutually determined between the Company and the selling party that the Company could keep the water rights it had paid for, and no further remedies were sought by the selling party.

The Company restated its financial statements as of October 31, 2006 to correct the reporting for the purchase of these water rights. See Footnote 10 below for the related restatement adjustments.

10. RESTATEMENT

The restatement information below reports adjustments related to gain on sale of equipment, compensation expense, and pro-forma compensation expense, which was previously excluded from the October 31, 2006 financial statements. Amounts were originally reported on January 12, 2007 for the year ended October 31, 2006.


Balance Sheet / October 31, 2006
				Restatement
		Originally reported		Adjustment		Restatment
Total Assets	$	80,809		(18,750)	$	62,059

Total Liabilities and
Stockholders’ Equity	$	80,809		(18,750)	$	62,059

Deficit acumulated during Development Stage	$	(31,952,376)	$	(365,658)	$	(32,318,034)

F-17


SEEN ON SCREEN TV INC. formerly FRANKLIN LAKE RESOURCES, INC. (An Exploration Stage Company) Notes to Financial Statements October 31, 2007



Statement of Operations / October 31, 2006


Gain on sale of equipment (restated)	$	21,587	$	(19,833)	$	1,754

Compensation expense (restated)	$	0	$	(119,625)	$	(119,625)

Net (loss) as reported (restated)	$	(338,299)	$	(139,458)	$	(477,757)

Pro-forma compensation expense (restated)	$	0	$	(9,044)	$	(9,044)

Pro-forma net loss (restated)	$	(338,299)	$	(148,502)	$	(486,801)

Weighted average		16,280,956		16,280,956		16,280,956

Shares, common stock outstanding

Net loss per share:

Basic and diluted (restated)	$	(0.02)	$	(0.01)	$	(0.03)

Basic and diluted – Pro-forma (restated)	$	(0.02)	$	(0.01)	$	(0.03)

As a result of the above adjustments, the Statement of Cash Flows required adjustment to reflect the reduction in the water rights asset and related liability, the increase in compensation expense, and the reduction in the gain on sale of plant equipment as of October 31, 2006. Amounts were originally reported on January 12, 2007 for the year ended October 31, 2006.

F-18


SEEN ON SCREEN TV INC. formerly FRANKLIN LAKE RESOURCES, INC.
(An Exploration Stage Company)
Notes to Financial Statements
October 31, 2007


		Statement of Cash Flows / October 31, 2006

		Originally Reported		Restatement Adjustment		Restatement
Net (Loss)	$	(338,299)	$	(139,458)	$	(477,757)
Compensation expense from warrants	$	0	$	119,625	$	119,625
expense from
warrants issued

Gain on sale of plant	$	(21,587)	$	19,833	$	(1,754)
equipment

Increase (decrease) in	$	26,308	$	(18,210)	$	8,098
accounts payable and
accrued liabilities

Net cash used in	$	(212,250)	$	(18,210)	$	(230,460)
operations

Disposal (Acquisition)	$	(25,000)	$	18,750	$	(6,250)
of water rights

Total cash flows used	$	25,000	$	18,750	$	43,750
in investing activities

As a result of the above adjustments, the Statement of Cash Flows required adjustment to reflect the reduction in the water rights asset and related liability, as of October 31, 2007. Amounts were originally reported on April 14, 2008.


Statement of Cash Flows / October 31, 2007

		Originally Reported		Restatement Adjustment		Restatement
Increase (decrease) in	$	(11,181)	$	18,750	$	7,569
accounts payable and
accrued liabilities

Net cash used in	$	(185,112)	$	18,750	$	(166,362)
operations

Disposal	$	18,750	$	(18,750)	$	0
(Acquisition) of water
rights

Total cash flows used	$	14,050	$	(18,750)	$	(4,700)
in investing activities

F-19

ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 8A - CONTROLS AND PROCEDURES

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 desigend 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 statemetns for external reporting purposes in conformity iwth 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 finanical 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 changes in the Company's internal controls that occurred during the reported period covered by this report that has materially effected, or is reasonably to effect, 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.

Item 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Name	AGE	POSITION(S)	SERVICE BEGAN
Father Gregory Ofiesh	76	Director, President, Chief Executive Officer and Acting Chief Financial Officer	March 2000
Kamal Alawas	56	Director	January 2002
Stanley Combs	59	Director	July 1998
Paul Kaser	53	Director	January 2002
Richard Kunter	64	Director, Vice President - Research and Development	June 2006
Peter Boyle	69	Vice President - Regulatory Affairs, Secretary	August 2000
Roger Graham	40	Vice President - Operations	January 2001

Note: The full board, with the exception of Father Ofiesh, who is also President and CEO, act as the audit committee, the compensation committee, and the governance committee.

FATHER GREGORY OFIESH, director, president, chief executive officer, and acting chief financial officer, is a California resident. 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. On average, Fr. Ofiesh devotes about 20 hours per week to our affairs.

STANLEY R. COMBS, director, is a Florida resident. Mr. Combs is a registered architect and a member of the A.I.A. He is the owner of Mountain Stone, Inc, a manufacturer and distributor of stone for construction. From November 2000 to March 2002, he was the owner of Combs Architects. From May 2000 to November 2000, he served as Vice President-Design and Construction of Laundromax, a 45-unit chain of cleaner-laundromats. From June 1992 to May 2000 as Director of Construction for Claire's Stores, a retail chain of over 3,000 costume jewelry and clothing stores. Mr. Combs holds B.Arch. and B.S. degrees from Ball State University in Indiana.

PAUL A. KASER, director, a resident of New Jersey, is a chemical engineer with BASF, a large international chemical company. He has been with the firm for eleven years. Mr. Kaser has a B.S. in chemical engineering from the New Jersey Institute of Technology and an M.B.A. from Seton Hall University.

RICHARD S. KUNTER, director and vice president - research and development, was elected to the board in June 2006, and appointed an officer the following month. He does not work full time for the company, but serves primarily in the role of a consultant to Roger Graham. He brings to the board knowledge, training, and experience previously lacking in the company.

Mr. Kunter has a B.S. and an M.S. in metallurgical engineering, both from the University of Idaho, and, after that, he received a two-year research fellowship from the Idaho National Engineering Laboratory. Since that time, he has acquired over 35 years of experience in mining and metallurgy, including employment and consulting with Newmont Pty. Ltd. (Australia), Homestake Mining Company, Advanced Sciences, Inc., Behre Dolbear & Company, and Kennecott Copper Co. Since 1991, his consulting services have been under the auspices of Richard S. Kunter & Associates, a consulting metallurgical engineering firm. Professionally, Mr. Kunter is a member of the Society for Mining, Metallurgy, and Exploration and of the Minerals, Metals, and Materials Society in the United States, and a fellow of the Australasian Institute of Mining and Metallurgy in Australia.

PETER BOYLE, vice president-regulatory affairs and secretary, is resident of California. He is an attorney-at-law and a member of the State Bar of California, including its Business Law Section. He has maintained an independent practice for over 20 years, focusing on the establishment of new businesses and other transactional and corporate matters. Prior to that he served as general counsel of the Federal Home Loan Bank of San Francisco, and thereafter acted as counsel for financial institutions in their dealing with regulatory authorities and their financial transactions. He is a graduate of the University of Notre Dame and the University of Pennsylvania Law School. Mr. Boyle devotes between approximately 20 hours per week to Franklin Lake's business.

ROGER GRAHAM, vice president - operations, is a resident of California. He has been employed by the company since January 2001. He began as a technical and laboratory assistant, working with company scientists and outside scientific consultants, and over the years he steadily assumed increasing responsibilities. He was appointed vice president - operations in 2004 and devotes his full time to Company business. Prior to joining the company, Mr. Graham was a building, equipment, and mechanical supervisor at a commercial bakery.

There are no family relationships between any directors and/or executive officers. There are no arrangements or understandings between any director and/or executive officer and any other party relating to the selection of any person as an officer or director.

To the Company's knowledge, it is not owned or controlled, directly or indirectly, by another corporation or any foreign government.

Item 10 - EXECUTIVE COMPENSATION -- Summary Compensation Table

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 either of our most recent fiscal years, and whose position or level of compensation requires reporting.

			ANNUAL			COMPENSATION	COMPENSATION
NAME AND PRINCIPAL POSITION	YEAR		SALARY($)			BONUS ($)	OPTIONS (#)
	2007	$	48,000	*	$	0	0
Father Gregory Ofiesh
President, CEO, Director	2006	$	48,000	*	$	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 2007 or 2006 to provide pension, retirement or similar benefits for directors or executive officers.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of December 31, 2006, 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.

TITLE OF				PERCENT
CLASS	STOCKHOLDER	SHARES OWNED		OF CLASS *

Common	Father Gregory Ofiesh	14,641,570	(1)	62.6
	172 Starlite Street
	So. San Francisco, CA 94080

Common	Kamal Alawas	0	(2)	0
	172 Starlite Street
	So. San Francisco, CA 94080

Common	Stanley Combs	6,250	(3)	(less than 0.1%)
	172 Starlite Street
	So. San Francisco, CA 94080

Common	Paul Kaser	392,000	(4)	1.7
	172 Starlite Street
	So. San Francisco, CA 94080

Common	Richard Kunter	0		0
	172 Starlite Street
	So. San Francisco, CA 94080

Common	Peter Boyle	1,005,000	(5)	4.3
	172 Starlite Street
	So. San Francisco, CA 94080

Common	Roger Graham	1,000,000	(6)	4.3
	172 Starlite St.
	So. San Francisco, CA 94080

Common Officers and Directors as a Group		17,044,820		72.9

*	Assuming exercise of all outstanding warrants and options
(1)	Fr. Ofiesh is President, CEO and a director; ownership includes 2,408,080 shares for full consideration given and

1,161,9200 shares for which he has warrants to purchase.

(2)	Mr. Alawas is a director.
(3)	Mr. Combs is a director.
(4)	Mr. Kaser is a Director.
(5)	Mr. Boyle is an officer; ownership includes an option to purchase 1,000,000 shares.
(6)	Mr. Graham is an officer; ownership includes an option to purchase 769,230 shares.

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.

The tables below provide information, as of January 1, 2004, as to the number of outstanding shares of common stock subject to stock options and warrants held by directors and officers of the Company.


Stock Options Outstanding - Directors & Officers

As of December 31, 2007
			Number of
Expiration Date		Exercise Price	Common Shares
March 4, 2009		$ 0.13	1,769,230
	Total		1,769,230


WARRANTS OUTSTANDING - DIRECTORS & OFFICERS
AS OF DECEMBER 31, 2007

Expiration Date		Exercise Price	Number of Shares
1-31-08	$	0.10	0
4-30-08	$	0.10	408,920
7-31-08	$	0.10	217,500
10-31-08	$	0.10	535,500
TOTAL:			1,161,920

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Lease of the Amargosa Facility

Father Ofiesh purchased this property, (formerly referred to as the Farm) in 2000, and until March 31, 2002, He allowed the Company to use it, primarily for storage, without charge. In early 2002, during our negotiations to purchase equipment from Xenolix Technologies, Inc., the lease on our Death Valley Junction was due to expire and so we elected to consolidate our sampling and testing operations at a single site. On April 1, 2002, we entered into an agreement to lease the Farm property from Father Ofiesh, on the following principal terms:

1. the rent is $1,250 per month, provided that this amount is to be payable only in shares of common stock of the Company and not in cash;

2. the term is for three years, with an option to renew for an additional three years; the option has been exercised and the lease now expires on March 31, 2008 (see Extension below).

3. equipment and other personal property on the premises on April 1, 2002, except items or material placed there by the Company for storage, is and remains the property of Father Ofiesh;

4. equipment and other property brought onto the premises by the Company, whether or not attached to a building or the land, is and remains the property of the Company;

5. The Company is responsible for all property taxes during the lease period;

6. The Company is required to indemnify and insure the owner against liability to him arising out of its operations; and

7. at the termination of the lease, the Company must return the premises in their original condition.

The board of directors determined that the proposed lease arrangement with Father Ofiesh was favorable to the Company, particularly with respect to the payment of rent with stock instead of cash, and unanimously approved the transaction, with Father Ofiesh abstaining from the vote.

Extension -- In January 2008, Father Ofiesh offered to extend the lease for six months, until September 30, 2008, upon the same terms and conditions as in the current lease (see Description of Property, above).

Office Space

The Company's executive and administrative offices are located in a building owned by Father Ofiesh at 172 Starlite Street, South San Francisco, California. Fr. Ofiesh provided the office space free of charge until February 1, 2001, when we began paying a monthly rental fee. Our current arrangement with Fr. Ofiesh is a month-to-month rental at the rate of $2,000 per month, payable not in cash, but only in shares of company stock; the space includes utilities, janitorial service and some clerical assistance. Either party may terminate the agreement on 30 days notice to the other.


ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
The following exhibits are incorporated into this Amended Form 10-K Annual Report:

		Incorporated by reference
Exhibit					Filed
Number	Document Description	Form	Date	Number	herewith
3.1	Articles of Incorporation.	10-KSB	2/4/2002	3.1
3.2	Bylaws.	10-KSB	2/4/2002	3.2
3.3	Articles of Domestication	10-KSB	2/4/2002	3.3
10.1	Material Contract	10-KSB/A-1	03/07/2005	10.1
31.1	Certification of Principal Executive Officer and Principal				X
	Financial Officer pursuant to Section 302 of the Sarbanes-
	Oxley Act of 2002.
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley				X
	Act of 2002 for the Chief Executive Officer and Chief
	Financial Officer.

Reports on Form 8-K

We filed the following Current Reports on Form 8-K during the year ended October 31, 2007:

Date Items
------------ -------------
11-13-06 8.01, 9.01
02-15-07 8.01, 9.01

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our principal accounting firm was Madsen and Associates, CPAs, Inc. For the fiscal year ended October 31, 2006, we paid fees to that firm as shown in the following table:

		Year Ended
		October 31, 2007

Audit and Quarterly Review Fees		$	14,800
Audit-related Fees			0
Tax Fees			0
All Other Fees			0
	Total Fees	$	14,800

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated this 7th day of April, 2009.

SEEN ON SCREEN TV INC.

ANTOINE JARJOUR
Antoine Jarjour
President, Principal Executive Officer, Treasurer
Principal Financial Officer and Principal
Accounting Officer

In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
ANTOINE JARJOUR	Director, President, Principal Executive Officer, Treasurer, Principal Financial	April 7, 2009
Antoine Jarjour	Officer, Acting Principal Accounting Officer

FATHER GREGORY OFIESH	Director	April 7 , 2009
Father Gregory Ofiesh

KAMAL ALAWAS	Director	April 7 , 2009
Kamal Alawas

ROULA JARJOUR	Director	April 7 , 2009
Roula Jarjour

GEORGE JARJOUR	Director	April 7 , 2009
George Jarjour


	EXHIBIT INDEX

		Incorporated by reference
Exhibit					Filed
Number	Document Description	Form	Date	Number	herewith
3.1	Articles of Incorporation.	10-KSB	2/4/2002	3.1

3.2	Bylaws.	10-KSB	2/4/2002	3.2

3.3	Articles of Domestication	10-KSB	2/4/2002	3.3

10.1	Material Contract	10-KSB/A-1	03/07/05	10.1

31.1	Certification of Principal Executive Officer and Principal				X
	Financial Officer pursuant to Section 302 of the Sarbanes-
	Oxley Act of 2002.

32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley				X
	Act of 2002 for the Chief Executive Officer and Chief
	Financial Officer.