10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2012
OR
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number   000-21812

SEEN ON SCREEN TV INC.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

4017 Colby Avenue

Everett, Washington   98201

(Address of principal executive offices, including zip code.)

425-367-4668

(Registrant’s telephone number, including area code)

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES [   ]     NO [X]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 35,486,523 as of April 30, 2012.

PART I B FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SEEN ON SCREEN TV, INC.
Balance Sheets
		April 30,		October 31,
		2012		2011
		unaudited		audited
ASSETS
Current assets:
Cash	$	387	$	10,626
Inventory		182,803		182,803
Employee advance		5,054
Security deposit		13,015		2,045
Total current assets		201,259		195,474
Total assets	$	201,259	$	195,474
LIABILITIES
Current liabilities:
Accounts payable and accrued taxes	$	28,464	$	49,790
Total current liabilities		28,464		49,790
Long term liabilities:
Accrued rent payable		86,753		74,753
Accrued compensation		1,276,000		1,084,000
Officer and shareholder payable		218,499		250,094
Total long term liabilities		1,581,252		1,408,847
Total liabilities		1,609,716		1,458,637
STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value, 195,000,000 authorized, 35,486,523 and 34,266,523 shares issued and outstanding		35,487		34,267
Preferred stock, authorized: 5,000,000 shares, par value $0.001, no preferred shares outstanding
Capital in excess of par value		33,429,960		33,370,149
Stock subscription		132,500
Deficit accumulated during the development stage		(35,006,404)		(34,667,579)
Total stockholders’ deficit		(1,408,457)		(1,263,163)
Total liabilities and stockholders’ deficit	$	201,259	$	195,474

The accompanying notes are an integral part of these statements.

F-1

-2-

SEEN ON SCREEN TV, INC.
Statement of Operations
		Three months		Three months		Six months		Six months
		Ended		Ended		Ended		Ended
		April 30,		April 30,		April 30,		April 30,
		2012		2011		2012		2011
		unaudited		unaudited		unaudited		unaudited
Sales	$	67,512	$	89,916	$	218,661	$	385,899
Cost of Sales		54,589		22,479		109,473		148,359
Gross Profit		12,923		67,437		109,188		237,540
General and administrative expenses:
Wages and salaries		121,926		156,004		239,985		313,352
Taxes		3,607		7,364		6,336		14,808
Advertising and marketing		5,896		2,850		6,903		9,220
Legal and professional		7,846		-		7,846		15,045
Travel and entertainment		2,032		5,905		2,603		12,057
Rent		48,227		52,236		105,959		153,229
Other office and miscellaneous		(19,341)		20,228		48,008		50,246
Total operating expenses		170,193		244,587		417,640		567,957
(Loss) from operations		(157,270)		(177,150)		(308,452)		(330,417)
Other income (expense):
Interest (expense)		(29,216)		(238)		(30,373)		(599)
Income/(Loss) before taxes		(186,486)		(177,388)		(338,825)		(331,016)
Provision/(credit) for taxes on income		-		-		-		-
Net Income/(loss)	$	(186,486)	$	(177,388)	$	(338,825)	$	(331,016)
Basic earnings/(loss) per common share	$	(0.01)	$	(0.01)	$	(0.01)	$	(0.01)
Weighted average number of shares outstanding		34,743,192		32,473,136		34,876,525		31,662,000

The accompanying notes are an integral part of these statements.

F-2

-3-

SEEN ON SCREEN TV, INC.
Statement of Cash Flows
		Six months		Six months
		Ended		Ended
		April 30,		April 30,
		2012		2011
		unaudited		unaudited
Cash flows from operating activities:
Net income (loss)	$	(338,825)	$	(331,016)
Adjustments to reconcile net (loss) to cash provided (used) by developmental stage activities:
Change in current assets and liabilities:
Loss on abandoned property		-
Inventory		-		32,659
Other current assets		(16,024)		-
Accounts payable and accrued expenses		(21,326)		185,904
Net cash flows from operating activities		(376,175)		(112,453)
Cash flows from investing activities:
Net cash flows from investing activities		-		-
Cash flows from financing activities:
Checks in excess of deposits		-		(15,178)
Proceeds from sale of common stock		61,031		257,614
Stock subscription		132,500
Related party transaction		172,405		(129,983)
Net cash flows from financing activities		365,936		112,453
Net cash flows		(10,239)		-
Cash and equivalents, beginning of period		10,626		-
Cash and equivalents, end of period	$	387	$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR:
Interest	$	(30,373)	$	(599)
Income taxes	$	-	$	-

The accompanying notes are an integral part of these statements.

F-3

-4-

SEEN ON SCREEN TV, INC.

NOTES TO FINANCIAL STATEMENTS

April 30, 2012

Note 1 - Summary of Significant Accounting Policies

General Organization and Business

The Company was originally incorporated as “Naxos Resources Ltd.” (“Naxos” in British Columbia under the Canada Business Corporation act on May 23, 1986, with its principal place of business in Vancouver, BC.  In 2000, The Company moved its executive and administrative offices to San Francisco, CA, USA.

On October 15, 2001, the shareholders approved the domiciliation of the Company to the United States.  On October 29, 2001, Articles of Incorporation and Articles of Domestication were filed with the Secretary of State of Nevada and Naxos was “continued” as a Nevada Corporation under the name of Franklin Lake Resources, Inc.  On January 3, 2002, Industry Canada Issued a Certificate of Discontinuance, formally ending the Company’s legal ties to Canada.  On January 9, 2002, the name change to Franklin Lake Resources, Inc. became effective for trading purposes.

The Company was in the business of exploring for precious metals, developing processes for extracting them from the earth and if warranted, developing sites for possible exploration. As of November 2008, the Company has refocused its operations and now operates as a retail store under the name Seen On Screen TV, Inc. and purchases products purchased from companies advertising on TV. The Company trades under the symbol SONT.

Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the three and six month period ending April 30, 2012 and year ended October 31, 2011.

Use of estimates

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

Cash and cash equivalents

The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of April 30, 2012 and October 31, 2011.

Inventory

Inventory is recorded at the lower of cost or market and is computed on a first-in first-out basis.  The inventory consists of various products that have been previously marketed via infomercials on various cable and TV stations across the nation. These products are sourced from the original marketing company and from generic suppliers serving the same niche. For the period ended April 30, 2012, there was no change in inventory as the goods stored in the warehouse remained in storage and any purchases were directly shipped to the retail stores. An inventory count was completed in September 2013 and an adjustment was booked retroactively to adjust the value to actual.

F-4

-5-

SEEN ON SCREEN TV, INC.

NOTES TO FINANCIAL STATEMENTS

April 30, 2012

Accounts receivable

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

Fair value of financial instruments and derivative financial instruments

The Company’s financial instruments include cash, accounts receivable, accounts payable, and notes payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at April 30, 2012 and October 31, 2011. The Company did not engage in any transaction involving derivative instruments.

Federal income taxes

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

Net Loss Per Share of Common Stock

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

Common Stock Registration Expenses

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

Advertising:

The Company expenses all costs of advertising as incurred.  The advertising costs included in general and administrative expenses for the three months ended April 30, 2012 and 2011 are $5,896 and $2,850.  The advertising costs for the six months ended April 30, 2012 and 2011 were $6,903 and $9,220, respectively

F-5

-6-

SEEN ON SCREEN TV, INC.

NOTES TO FINANCIAL STATEMENTS

April 30, 2012

Recently Issued Accounting Pronouncements:

As of and for the quarters ended April 30, 2012 and 2011, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.

Note 2 - Uncertainty, going concern

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. As of April 30, 2012, the Company had an accumulated deficit of $35,006,404. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

Note 3 - Related Party Transactions

The Company has multiple related party transactions.  These related party transactions include accrued rent, accrued compensation and officer and shareholder payable.  These accounts are provided for working capital purposes, and is unsecured, non-interest bearing, and have no specific terms of repayment.

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

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

For the period ending April 30, 2012, the Company has increased the balance of accrued rent by $12,000, increased accrued compensation by $192,000 and decreased officer and shareholder payable by $31,595.

The balance of these related party transactions on April 30, 2012 was $1,581,252.

Note 4 - Common Stock

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

F-6

-7-

SEEN ON SCREEN TV, INC.

NOTES TO FINANCIAL STATEMENTS

April 30, 2012

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

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

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

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

Note 5 - Income Taxes

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

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

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

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

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

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

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

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

Note 6 – Subsequent Events

Management has reviewed events between 1-31-12 and 11-01-13 and no significant events other than being in negotiations with the officers and shareholders to convert their notes payable for common stock were identified.

F-7

-8-

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

This section of this quarterly report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Overview

We were formed for the purpose of selling products in our retail stores located throughout the United States. We have one retail store in the state of Washington, two in the state of Florida and one in the state of California.

Our financial statements were prepared on a going concern basis, which assumes that we will be able to realize assets and discharge liabilities in the normal course of business. The ability to continue as a going concern is dependent on the Company’s ability to generate profitable operations in the future, to maintain adequate financing, and to achieve a positive cash flow. There is no assurance it will be able to meet any or all of such goals.

Results of Operations

Gross Profit (Loss)

For the three month period ended April 30, 2012 and April 30, 2011, we had a gain in profits of $12,923 and $67,437, respectively. The $54,514 change is due to different in operating stores between the two periods.  For the six month period ended April 30, 2012 and April 30, 2011, we had a profits of $109,188 and $237,540, respectively. The $128,352 decrease is due to fewer operating stores as well as the increase of cost of goods sold between the two periods.

Total Expenses

Our total cost of sales and expenses which consist of payroll and related benefits, consulting expenses, marketing, general and administrative expenses, depreciation and amortization, and research and development expenses decreased by $74,394 from $244,587 for the three month period ended April 30, 2011 to $170,1993 for the three month period ended April 30, 2012.  That change is due to the change in the number of operating stores between the two periods.  For the six month period ended April 30, 2012 and April 30, 2011, our total expenses were $417,640 and $567,957, respectively. The $150,317 decrease is due to resulting fewer operating stores between the two periods.

Net Loss from Operations

Our operating net loss for the three month period ended April 30, 2012 was $157,270 compared to a loss of $177,150 for the three month period ended April 30, 2011. The decrease in loss from operations of $19,880 was due to the change in the number of operating stores.  Our operating net loss for the six month period ended April 30, 2012 was $308,452 compared to a loss of $330,417 for the six month period ended April 30, 2011. The decrease in of $21,965 was due to fewer stores in operation.

Interest Expense

Interest expense and related financing fees for the three month period ended April 30, 2012 was $29,216 compared to $238 for the three month period ended April 30, 2011, an increase of $28,978. The increase in interest expense and related financing fees was due to the increase in the liabilities.  Interest expense and related financing

-9-

fees for the six month period ended April 30, 2012 was $30,373 compared to $599 for the six month period ended April 30, 2011, an increase of $29,774. The increase in interest expense and related financing fees was due to the increase in the liabilities.

Net Loss

During the three month periods ended April 30, 2012 and April 30, 2011, we incurred net losses of $186,486 and $177,388, respectively. The change of $9,098 was primarily due to the difference in operating stores for these periods.  During the six month periods ended April 30, 2012 and April 30, 2011, we incurred net losses of $388,825 and $331,016, respectively. The decrease of $7,809 was primarily due to the difference in operating stores for these periods.

Liquidity and Capital Resources

As of April 30, 2012, we had a working capital deficit of $35,006,404, as compared to a working capital deficit of $34,667,579 as at October 31, 2011. In the past we have relied on sales of our equity to raise funds for our working capital requirements, as well as loans from our majority stockholder. We will need to raise additional capital in order to implement our business plan and will seek to sell additional equity and/or debt to accomplish this objective. There can be no assurance that we will be able to raise funds sufficient to carry out our business plan, or that if funds are available to us that they will be on acceptable terms.

Operating Activities

Cash used in operations of $376,175 during the period ended April 30, 2012 was primarily a result of our $338,825 net loss reconciled with our net non-cash expenses.  Cash used in operations of $112,453 during the period ended April 30, 2011 was primarily a result of our $331,016 net loss reconciled with our net non-cash expenses

Investing Activities

During the period ended April 30, 2012 and April 30, 2011, we had no investing activities.

Financing Activities

During the period ended April 30, 2012, we generated proceeds of $365,936 from the sale of restricted shares of common stock to investors and related party transactions.  As compared with the period ended April 30, 2011, we generated proceeds of $112,453 from the sale of restricted shares of common stock to investors and related party transactions.

Seasonality Results

We do not expect to experience any seasonality in our operating results.

Off-Balance Sheet Arrangements

We currently do not have any off-balance sheet arrangements or financing activities with special purpose entities.

Principles of Consolidation

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

-10-

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. To prepare these financial statements, we must make estimates and assumptions that affect the reported amounts of assets and liabilities. These estimates also affect our reported revenues and expenses. On an ongoing basis, management evaluates its estimates and judgment, including those related to revenue recognition, accrued expenses, financing operations and contingencies and litigation. Management bases its estimates and judgment on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements are set forth in Note 1 to our audited financial statements.

Use of Estimates

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

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (FASB) guidance regarding disclosures about fair value of financial instruments, approximate the carrying amounts presented in the accompanying consolidated balance sheets.

Inventory

Inventories consist of merchandise that is ready for sale to end-user customers. Inventories are recorded at the lower of average cost or market. In-bound freight-related costs from our vendors are included as part of the net cost of merchandise inventories. Other costs associated with acquiring, storing and transporting merchandise inventories are expensed as incurred. Our inventories are acquired and carried for retail sale and, accordingly, the carrying value is susceptible to, among other things, market trends and conditions and overall customer demand. We use our best estimates of all available information to establish reasonable inventory quantities. However, these conditions may cause our inventories to become obsolete and/or excessive. We review our inventories periodically for indications that reserves are necessary to reduce the carrying values to the lower of cost or market values. For all periods presented, we determined that no reserves were necessary.

Property and Equipment

Computer equipment, computer software and furniture and fixtures are stated at cost and depreciated on a straight-line basis over an estimated useful life of five years. Upon disposal, assets and related accumulated depreciation are removed from the accounts and the related gain or loss is included in results from operations.

Impairment of Long-Lived Assets and Other Intangible Assets

We evaluated the recoverability of long-lived assets with finite lives in accordance with ASC 350. Intangible assets, including purchased technology and other intangible assets, are carried at cost less accumulated amortization. Finite-lived intangible assets are being amortized on a straight-line basis over their estimated useful lives of five to ten years. ASC 350 requires recognition of impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value amount of an asset may not be recoverable. An impairment charge is

-11-

recognized in the event the net book value of such assets exceeds the future undiscounted cash flows attributable to such assets. A significant impairment of finite-lived intangible assets could have a material adverse effect on our financial position and results of operations. For all periods presented, we determined that no impairment charges were incurred.

Revenue Recognition

Overview

We recognize revenue when persuasive evidence of an arrangement exists, we have delivered the product or performed the service, the fee is fixed or determinable and collection is reasonably assured. If any of these criteria are not met, we defer recognizing the revenue until such time as all criteria are met. Determination of whether or not these criteria have been met may require us to make judgments, assumptions and estimates based upon current information and historical experience.

We markets our products directly to our customers and have developed retail pricing for all revenue generating products. In addition, we may mark-down prices on an individual case basis to increase demand for our products, and increase our sales to boost up the market.

Advertising and Marketing Costs

We expense advertising and marketing costs as they are incurred.

Computation of (Loss) Per Share

Basic earnings (loss) per share is calculated by dividing the earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing the earnings (loss) by the weighted average number of common shares and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of incremental common shares issuable upon exercise of stock options, warrants and shares issuable upon the conversion of convertible notes. The dilutive effect of the convertible notes is calculated under the if-converted method. The dilutive effect of outstanding shares is reflected in diluted earnings per share by application of the treasury stock method. This method includes consideration of the amounts to be paid by the employees, the amount of excess tax benefits that would be recognized in equity if the instruments were exercised and the amount of unrecognized stock-based compensation related to future services.

ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4.       CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective.

There was no change in our internal control over financial reporting during the quarter ended April 30, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

-12-

PART II. OTHER INFORMATION

ITEM 1A.    RISK FACTORS

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

ITEM 6.       EXHIBITS.

The following documents are included herein:

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension – Schema.
101.CAL	XBRL Taxonomy Extension – Calculations.
101.DEF	XBRL Taxonomy Extension – Definitions.
101.LAB	XBRL Taxonomy Extension – Labels.
101.PRE	XBRL Taxonomy Extension – Presentation.

-13-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 21st day of November, 2013.

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

-14-

EXHIBIT INDEX

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension – Schema.
101.CAL	XBRL Taxonomy Extension – Calculations.
101.DEF	XBRL Taxonomy Extension – Definitions.
101.LAB	XBRL Taxonomy Extension – Labels.
101.PRE	XBRL Taxonomy Extension – Presentation.

-15-

EX-31.1

Exhibit 31.1

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Antoine Jarjour, certify that:

1. I have reviewed this Form 10-Q for the period ended April 30, 2012 of Seen on Screen TV Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and,

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 21, 2013	ANTOINE JARJOUR
		Antoine Jarjour
		Principal Executive Officer and Principal Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Seen on Screen TV Inc. (the “Company”) on Form 10-Q for the period ended April 30, 2012, as filed with the Securities and Exchange Commission on the date here of (the “report”), I, Antoine Jarjour, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated this 21st day of November, 2013.

ANTOINE JARJOUR

Antoine Jarjour

Chief Executive Officer and Chief Financial Officer

XML

Statement of Operations (Unaudited) (USD $)	3 Months Ended		6 Months Ended
	Apr. 30, 2012	Apr. 30, 2011	Apr. 30, 2012	Apr. 30, 2011
Sales	$ 67,512	$ 89,916	$ 218,661	$ 385,899
Cost of Sales	54,589	22,479	109,473	148,359
Gross Profit	12,923	67,437	109,188	237,540
General and administrative expenses:
Wages and salaries	121,926	156,004	239,985	313,352
Taxes	3,607	7,364	6,336	14,808
Advertising and marketing	5,896	2,850	6,903	9,220
Legal and professional	7,846		7,846	15,045
Travel and entertainment	2,032	5,905	2,603	12,057
Rent	48,227	52,236	105,959	153,229
Other office and miscellaneous	(19,341)	20,228	48,008	50,246
Total operating expenses	170,193	244,587	417,640	567,957
(Loss) from operations	(157,270)	(177,150)	(308,452)	(330,417)
Other income (expense):
Interest (expense)	(29,216)	(238)	(30,373)	(599)
Income/(Loss) before taxes	(186,486)	(177,388)	(338,825)	(331,016)
Basic earnings/(loss) per common share (in Dollars per share)	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.01)
Weighted average number of shares outstanding (in Shares)	34,743,192	32,473,136	34,876,525	31,662,000
Net Income/(loss)	$ (186,486)	$ (177,388)	$ (338,825)	$ (331,016)

XML

Note 5 - Income Taxes

3 Months Ended

Apr. 30, 2012

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

Note 5 - Income Taxes

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

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

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

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

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

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

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

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

XML

Note 1 - Summary of Significant Accounting Policies

3 Months Ended

Apr. 30, 2012

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

Note 1 - Summary of Significant Accounting Policies

General Organization and Business

The Company was originally incorporated as “Naxos Resources Ltd.” (“Naxos” in British Columbia under the Canada Business Corporation act on May 23, 1986, with its principal place of business in Vancouver, BC.  In 2000, The Company moved its executive and administrative offices to San Francisco, CA, USA.

On October 15, 2001, the shareholders approved the domiciliation of the Company to the United States.  On October 29, 2001, Articles of Incorporation and Articles of Domestication were filed with the Secretary of State of Nevada and Naxos was “continued” as a Nevada Corporation under the name of Franklin Lake Resources, Inc.  On January 3, 2002, Industry Canada Issued a Certificate of Discontinuance, formally ending the Company’s legal ties to Canada.  On January 9, 2002, the name change to Franklin Lake Resources, Inc. became effective for trading purposes.

The Company was in the business of exploring for precious metals, developing processes for extracting them from the earth and if warranted, developing sites for possible exploration. As of November 2008, the Company has refocused its operations and now operates as a retail store under the name Seen On Screen TV, Inc. and purchases products purchased from companies advertising on TV. The Company trades under the symbol SONT.

Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the three and six month period ending April 30, 2012 and year ended October 31, 2011.

Use of estimates

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

Cash and cash equivalents

The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of April 30, 2012 and October 31, 2011.

Inventory

Inventory is recorded at the lower of cost or market and is computed on a first-in first-out basis.  The inventory consists of various products that have been previously marketed via infomercials on various cable and TV stations across the nation. These products are sourced from the original marketing company and from generic suppliers serving the same niche. For the period ended April 30, 2012, there was no change in inventory as the goods stored in the warehouse remained in storage and any purchases were directly shipped to the retail stores. An inventory count was completed in September 2013 and an adjustment was booked retroactively to adjust the value to actual.

Accounts receivable

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

Fair value of financial instruments and derivative financial instruments

The Company’s financial instruments include cash, accounts receivable, accounts payable, and notes payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at April 30, 2012 and October 31, 2011. The Company did not engage in any transaction involving derivative instruments.

Federal income taxes

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

Net Loss Per Share of Common Stock

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

Common Stock Registration Expenses

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

Advertising:

The Company expenses all costs of advertising as incurred.  The advertising costs included in general and administrative expenses for the three months ended April 30, 2012 and 2011 are $5,896 and $2,850.  The advertising costs for the six months ended April 30, 2012 and 2011 were $6,903 and $9,220, respectively

Recently Issued Accounting Pronouncements:

As of and for the quarters ended April 30, 2012 and 2011, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.

XML

Note 3 - Related Party Loans

3 Months Ended

Apr. 30, 2012

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

Note 3 - Related Party Transactions

The Company has multiple related party transactions.  These related party transactions include accrued rent, accrued compensation and officer and shareholder payable.  These accounts are provided for working capital purposes, and is unsecured, non-interest bearing, and have no specific terms of repayment.

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

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

For the period ending April 30, 2012, the Company has increased the balance of accrued rent by $12,000, increased accrued compensation by $192,000 and decreased officer and shareholder payable by $31,595.

The balance of these related party transactions on April 30, 2012 was $1,581,252.

XML

Note 6 - Subsequent Events

3 Months Ended

Apr. 30, 2012

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Note 6 – Subsequent Events

Management has reviewed events between 1-31-12 and 11-01-13 and no significant events other than being in negotiations with the officers and shareholders to convert their notes payable for common stock were identified.

XML

Note 4 - Common Stock

3 Months Ended

Apr. 30, 2012

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Note 4 - Common Stock

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

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

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

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

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

XML

Balance Sheet (Parentheticals) (USD $)	Apr. 30, 2012	Oct. 31, 2011
Common stock par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, authorized	195,000,000	195,000,000
Common stock, issued	35,486,523	34,266,523
Common stock, outstanding	35,486,523	34,266,523
Preferred stock, authorized	5,000,000	5,000,000
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, outstanding	0	0

XML

Statement of Cash Flows (Unaudited) (USD $)	2 Months Ended
	Apr. 01, 2012	Apr. 01, 2011
Cash flows from operating activities:
Net income (loss)	$ (338,825)	$ (331,016)
Change in current assets and liabilities:
Inventory		32,659
Other current assets	(16,024)
Accounts payable and accrued expenses	(21,326)	185,904
Net cash flows from operating activities	(376,175)	(112,453)
Cash flows from financing activities:
Checks in excess of deposits		(15,178)
Proceeds from sale of common stock	61,031	257,614
Stock subscription	132,500
Related party transaction	172,405	(129,983)
Net cash flows from financing activities	365,936	112,453
Net cash flows	(10,239)
Cash and equivalents, beginning of period	10,626
Cash and equivalents, end of period	387
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR:
Interest	$ (30,373)	$ (599)

XML

Balance Sheet (USD $)	Apr. 30, 2012	Oct. 31, 2011
Current assets:
Cash	$ 387	$ 10,626
Inventory	182,803	182,803
Employee advance	5,054
Security deposit	13,015	2,045
Total current assets	201,259	195,474
Total assets	201,259	195,474
Current liabilities:
Accounts payable and accrued taxes	28,464	49,790
Total current liabilities	28,464	49,790
Long term liabilities:
Accrued rent payable	86,753	74,753
Accrued compensation	1,276,000	1,084,000
Officer and shareholder payable	218,499	250,094
Total long term liabilities	1,581,252	1,408,847
Total liabilities	1,609,716	1,458,637
STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value, 195,000,000 authorized, 35,486,523 and 34,266,523 shares issued and outstanding	35,487	34,267
Preferred stock, authorized: 5,000,000 shares, par value $0.001, no preferred shares outstanding	0	0
Capital in excess of par value	33,429,960	33,370,149
Stock subscription	132,500
Deficit accumulated during the development stage	(35,006,404)	(34,667,579)
Total stockholders’ deficit	(1,408,457)	(1,263,163)
Total liabilities and stockholders’ deficit	$ 201,259	$ 195,474

XML

Note 2 - Uncertainty, going concern:

3 Months Ended

Apr. 30, 2012

Going Concern Note [Abstract]

Going Concern Note

Note 2 - Uncertainty, going concern:

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. As of April 30, 2012, the Company had an accumulated deficit of $35,006,404. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

XML

Document And Entity Information (USD $)	6 Months Ended
	Apr. 30, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	Seen on Screen TV Inc.
Document Type	10-Q
Current Fiscal Year End Date	--10-31
Entity Common Stock, Shares Outstanding	35,486,523
Entity Public Float	$ 0
Amendment Flag	false
Entity Central Index Key	0000879519
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Apr. 30, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2