10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A-1

x	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2014
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-21812

SEEN ON SCREEN TV INC.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

4017 Colby Avenue

Everett, Washington  98201

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

(425) 367-4668

(Registrant's telephone number, including area code)

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

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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:  The Issuer had 57,055,808 shares of Common Stock, par value $0.001, outstanding as at January 31, 2014.

The sole purpose of this Amendment to the Quarterly Report on Form 10-Q of Seen on Screen TV Inc. for the period ended January 31, 2014, filed with the Securities and Exchange Commission (“SEC”) on June 23, 2014, is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405(a)(2) of Regulation S-T. This amendment does not otherwise change or update the disclosures set forth in the Form 10-Q as originally filed and does not otherwise reflect events occurring after the original filing of the Form 10-Q.

TABLE OF CONTENTS

		Page
PART I.
Item 1.	Financial Statements.		3
Financial Statements:
Balance Sheets January 31, 2014 and October 31, 2013			3
Statement of Operations Three months ended January 31, 2014 and 2013			4
Statement of Cash Flows Three months ended January 31, 2014 and 2013			5
Notes to the Financial Statements January 31, 2014			6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.		11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		14
Item 4.	Controls and Procedures.		14
PART II.
Item 1A.	Risk Factors.		15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		15
Item 5.	Other Information.		15
Item 6.	Exhibits.		16
Signatures			17
Exhibit Index			18

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PART I B FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

SEEN ON SCREEN TV, INC.
Balance Sheets
	January 31,			October 31,
	2014			2013
	unaudited
ASSETS
Current assets:
Cash	$	-		$	-
Inventory		189,762			194,959
Related party receivable		7,696			33,500
Employee advance		-			5,921
Security deposit		2,515			2,515
Total current assets		199,973			236,895
Total assets	$	199,973		$	236,895
LIABILITIES
Current liabilities:
Bank overdrafts	$	8,917		$	39,677
Accounts payable and accrued taxes		120,701			106,811
Note Payable		37,574			37,574
Total current liabilities		167,192			184,062
Long-term liabilities:
Due to related parties:
Accrued rent payable		140,753			122,753
Accrued compensation		1,903,000			1,852,000
Officer and shareholder payable		88,750			125,449
Total long term liabilities		2,132,503			2,100,202
Total liabilities		2,299,695			2,284,264
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 195,000,000 authorized,
57,055,808 and 47,076,523 shares issued and outstanding		57,056			47,077
Preferred stock, authorized: 5,000,000 shares, par value
$0.001, no preferred shares outstanding
Capital in excess of par value		34,399,856			33,910,871
Stock subscription		10,000			-
Accumulated deficit		(36,566,634	)		(36,005,317	)
Total stockholders' deficit		(2,099,722	)		(2,047,369	)
Total liabilities and stockholders' deficit	$	199,973		$	236,895

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SEEN ON SCREEN TV, INC.
Statements of Operations
	Three months			Three months
	ended			ended
	January 31,			January 31,
	2014			2013
	unaudited			unaudited
Sales	$	51,838		$	44,385
Cost of Sales		32,179			2,769
Gross Profit		19,659			41,616
General and administrative expenses:
Wages and salaries		108,956			126,705
Taxes		5,142			3,627
Stock based compensation		385,000
Advertising and marketing		2,071			601
Legal and professional		28,270			3,000
Travel and entertainment		675			191
Rent		40,391			21,993
Other office and miscellaneous		10,471			11,802
Total operating expenses		580,976			167,919
(Loss) from operations		(561,317	)		(126,303	)
Other income (expense):
Interest (expense)		-			(215	)
Income/(Loss) before taxes		(561,317	)		(126,518	)
Provision/(credit) for taxes on income		-			-
Net Income/(loss)	$	(561,317	)	$	(126,518	)
Basic earnings/(loss) per common share	$	(0.01	)	$	(0.00	)
Weighted average number of shares outstanding		52,066,166			38,876,523

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SEEN ON SCREEN TV, INC.
Statement of Cash Flows
	Three months			Three months
	ended			ended
	January 31,			January 31,
	2014			2013
	unaudited			unaudited
Cash flows from operating activities:
Net income (loss)	$	(561,317	)	$	(126,518	)
Adjustments to reconcile net (loss) to cash
provided (used) by developmental stage activities:
Change in current assets and liabilities:
Inventory		5,197			-
Other current assets		5,921			1,302
Accounts payable and accrued expenses		13,890			11,191
Stock based compensation		385,000
Net cash flows from operating activities		(151,309	)		(114,025	)
Cash flows from investing activities:
					-
Net cash flows from investing activities		-			-
Cash flows from financing activities:
Checks in excess of deposits		(30,760	)		1,597
Proceeds from sale of common stock		113,964			-
Stock subscription		10,000			12,700
Related party transaction		58,105			98,574
Net cash flows from financing activities		151,309			112,871
Net cash flows		-			(1,154	)
Cash and equivalents, beginning of period		-			1,154
Cash and equivalents, end of period	$	-		$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR:
Interest	$	-		$	(32,300	)
Income taxes	$	-		$	-

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SEEN ON SCREEN TV, INC.

NOTES TO FINANCIAL STATEMENTS

January 31, 2014

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. On October 15, 2001, the shareholders approved the domiciliation of the Company to the United States. On January 3, 2002, Industry Canada Issued a Certificate of Discontinuance, formally ending the Company's legal ties to Canada. On January 9, 2002, the name change to Franklin Lake Resources, Inc. became effective for trading purposes.

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

   Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the years ended January 31, 2014 and October 31, 2013.

   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 January 31, 2014 and October 31, 2013.

   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.

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SEEN ON SCREEN TV, INC.

NOTES TO FINANCIAL STATEMENTS

January 31, 2014

   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 January 31, 2014 and October 31, 2013. The Company did not engage in any transaction involving derivative instruments.

   Federal income taxes

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

   Net Loss Per Share of Common Stock

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

  Common Stock Registration Expenses

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

   Advertising:

The Company expenses all costs of advertising as incurred. The advertising costs included in general and administrative expenses for the three month period ending January 31, 2014 and 2013 was $2,071 and $601.

Recently Issued Accounting Pronouncements:

For the three months ended January 31, 2014 and year end October 31, 2013, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.

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SEEN ON SCREEN TV, INC.

NOTES TO FINANCIAL STATEMENTS

January 31, 2014

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 January 31, 2014, the Company had an accumulated deficit of $36,566,634. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

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

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

Note 3 - Related Party Transactions

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

For the period ending October 31, 2013, the Company has increased the balance of accrued rent by $24,000, increased accrued compensation by $384,000, decreased officer and shareholder payable by $37,578 and increased receivables from affiliates by $33,500.

The net balance of these related party transactions on October 31, 2013 was $2,066,702.

For the period ending January 31, 2014, the Company has increased the balance of accrued rent by $18,000, increased accrued compensation by $51,000, decreased officer and shareholder payable by $36,699 and decreased receivables from related entity by $25,804.

The net balance of these related party transactions on January 31, 2014 was $2,124,807.

Note 4 - Contingent Liabilities

The Company has a note payable with a former employee. The note is related to unpaid wages associated with a store in California. The balance of this payable at January 31, 2014 and October 31, 2013 and $37,574, respectively.

In July 2013, the employee filed a claim with the State of California for unpaid wages. The State of California has placed a judgment against the Company for $37,574. The Company has presently recorded the amount they believe is owed to this former employee and is disputing the amount with State of California.

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SEEN ON SCREEN TV, INC.

NOTES TO FINANCIAL STATEMENTS

January 31, 2014

Note 5 - Common Stock

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

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

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

During the fiscal period ending July 31, 2012, the Company received $99,100 for unissued 1,982,000 shares of stock. These shares are listed as a stock subscription until issued. These shares were issued April 30, 2013.

During the fiscal period ending October 31, 2012, the Company received $23,000 for unissued 460,000 shares of stock. These shares are listed as a stock subscription until issued. These shares were issued April 30, 2013.

During the fiscal year ending October 31, 2012, the Company issued 4,610,000 shares for $99,032 cash.

During the fiscal period ending January 31, 2013, the Company received $12,700 for unissued 254,000 shares of stock. These shares are listed as a stock subscription until issued. These shares were issued April 30, 2013.

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

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

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

During the three month fiscal period ending October 31, 2013, the Company received $85,400 cash and issued 2,099,000 shares of stock.

The common stock outstanding at October 31, 2013 was 47,076,523.

During the three month fiscal period ending January 31, 2014, the Company received $113,964 cash and issued 2,279,285 shares of stock.

During the three month fiscal period ending January 31, 2014, the Company received $10,000 cash. The Company has not issued the shares as of January 31, 2014 and recorded this transaction as a stock subscription.

During the three month fiscal period ending January 31, 2014, the Company issued 7,700,000 as stock based compensation to key individuals. The value of these shares at time of issuance was $385,000.

The common stock outstanding at January 31, 2014 was 57,055,808.

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SEEN ON SCREEN TV, INC.

NOTES TO FINANCIAL STATEMENTS

January 31, 2014

Note 6 - Foreign Operations

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

Note 7 - Subsequent Events

In accordance with SFAS 165 (ASC 855-10) management has reviewed events between January 31, 2104 and the date the financials were issued, May 23, 2014, and has not identified any significant items for disclosure.

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

This section of this quarterly report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of 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. The Company is in the process of negotiating two lease options in the State of Florida, as well as a second lease in the State of Washington.  The Company has to raise enough money to open and operate these stores.

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 our 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

January 31, 2014 compared to January 31, 2013

Gross Profit

For the period ended January 31, 2014, we had a gross profit of $19,659 compared to a gross profit of $41,616 for the same period ending January 31, 2013.  The decrease in the gross profit was a direct result of an increase in cost of sales from $2,769 at January 31, 2013 compared to $32,179 at January 31, 2014.  The increase in cost of sales was related to an increase in inventory.

Operating Expenses

Our total operating expenses for the period ended January 31, 2014 were $580,976 compared with $167,919 for the period ended January 31, 2013.  This included $385,000 in stock based compensation for the three months ended January 31, 2014 compared with no stock based compensation for the period ended January 31, 2013.  In addition, our rent for the three month period ended January 31, 2014 was $40,391 compared with $21,993 for the three months ended January 31, 2013.  The reason for the increase was directly related to an increase in our rent.   We lease our office space pursuant to an oral lease agreement with an entity which is entirely owned and controlled by Roula and Antoine Jarjour, two of our officers and directors.

Net Loss from Operations

Our operating net loss from operations for the period ended January 31, 2014 was $561,317 compared to a net operating loss of  $126,303 for the period ended January 31, 2013.

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Liquidity and Capital Resources

As of January 31, 2014, we had an accumulated deficit of $36,566,634 as compared to an accumulated deficit of $36,005,317 as of October 31, 2013. In the past we have relied on sales of our equity to raise funds for our working capital requirements, as well as loans from Charles Carafolli.  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

At January 31, 2014 and January 31, 2013, we had no cash.  Cash used in our business operations for the three months ended January 31, 2014 was primarily the result of investments by third parties in our business, not from the sale of products.

Investing Activities

During the periods ended January 31, 2014 and January 31, 2013, we had no investing activities.

Financing Activities

During the three months ended January 31, 2014, we generated proceeds of $113,964 from the sale of restricted shares of common stock to investors.

Seasonality Results

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

Off-Balance Sheet Arrangements

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

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.

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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 balance sheets.

Inventory

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

Property and Equipment

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

Impairment of Long-Lived Assets and Other Intangible Assets

We evaluated the recoverability of long-lived assets with finite lives in accordance with ASC 350. Intangible assets, including purchased technology and other intangible assets, are carried at cost less accumulated amortization. Finite-lived intangible assets are being amortized on a straight-line basis over their estimated useful lives of five to ten years. ASC 350 requires recognition of impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value amount of an asset may not be recoverable. An impairment charge is recognized in the event the net book value of such assets exceeds the future undiscounted cash flows attributable to such assets. A significant impairment of finite-lived intangible assets could have a material adverse effect on our financial position and results of operations. For all periods presented, we determined that no impairment charges were incurred.

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

Advertising and Marketing Costs

We expenses advertising and marketing costs as they are incurred.

Computation of (Loss) Per Share

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

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

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 January 31, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1A.RISK FACTORS.

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

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

During the period ending January 31, 2014, we issued 2,279,285 restricted shares of common stock to two persons at a price of $0.05 per share for a total of $113,964. The two persons were all accredited investors. Further, during the same period, the Company received $10,000 cash. The Company has not issued shares in connection with the $10,000, but recorded this transaction as a stock subscription. The subscription is for 200,000 shares of restricted common stock to one individual, the price per shares was $0.05, for a total of $10,000, in a stock subscription.

During the three month fiscal period ending January 31, 2014, the Company issued 7,700,000 shares of common stock as stock based compensation to five key individuals. The value of these shares at time of issuance was $385,000.  The price per share was $0.05.

ITEM 5.OTHER INFORMATION.

During the period ending January 31, 2014, we issued 2,279,285 restricted shares of common stock to two persons at a price of $0.05 per share for a total of $113,964. The two persons were all accredited investors. Further, during the same period, the Company received $10,000 cash. The Company has not issued shares in connection with the $10,000, but recorded this transaction as a stock subscription. The subscription is for 200,000 shares of restricted common stock to one individual, the price per shares was $0.05, for a total of $10,000, in a stock subscription.

During the three month fiscal period ending January 31, 2014, the Company issued 7,700,000 shares of common stock as stock based compensation to five key individuals. The value of these shares at time of issuance was $385,000. The price per share was $0.05.

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ITEM 6.EXHIBITS.

		Incorporated by reference			Filed
Exhibit	Document Description	Form	Date	Number	herewith
3.1	Articles of Incorporation.	10-KSB	2/04/02	3.1
3.2	Bylaws.	10-KSB	2/04/02	3.2
3.3	Articles of Domestication.	10-KSB	2/04/02	3.3
10.1	Asset Purchase Agreement.	10-K	8/31/11	10.1
10.2	Rescission Agreement.	10-K	8/31/11	10.2
14.1	Code of Ethics.	10-K	8/31/11	14.1
10.1	Master License Agreement with Bold Ideas Group s.a.r.l.	10-Q	2/20/14	10.01
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.				X
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X
99.1	Audit Committee Charter.	10-K	8/31/11	99.2
99.2	Disclosure Committee Charter.	10-K	8/31/11	99.3
101.INS	XBRL Instance Document.				X
101.SCH	XBRL Taxonomy Extension - Schema.				X
101.CAL	XBRL Taxonomy Extension - Calculations.				X
101.DEF	XBRL Taxonomy Extension - Definitions.				X
101.LAB	XBRL Taxonomy Extension - Labels.				X
101.PRE	XBRL Taxonomy Extension - Presentation.				X

- 16 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized, on this 26th day of June, 2014.

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

- 17 -

EXHIBIT INDEX

		Incorporated by reference			Filed
Exhibit	Document Description	Form	Date	Number	herewith
3.1	Articles of Incorporation.	10-KSB	2/04/02	3.1
3.2	Bylaws.	10-KSB	2/04/02	3.2
3.3	Articles of Domestication.	10-KSB	2/04/02	3.3
10.1	Asset Purchase Agreement.	10-K	8/31/11	10.1
10.2	Rescission Agreement.	10-K	8/31/11	10.2
14.1	Code of Ethics.	10-K	8/31/11	14.1
10.1	Master License Agreement with Bold Ideas Group s.a.r.l.	10-Q	2/20/14	10.1
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X
99.1	Audit Committee Charter.	10-K	8/31/11	99.2
99.2	Disclosure Committee Charter.	10-K	8/31/11	99.3
101.INS	XBRL Instance Document.				X
101.SCH	XBRL Taxonomy Extension - Schema.				X
101.CAL	XBRL Taxonomy Extension - Calculations.				X
101.DEF	XBRL Taxonomy Extension - Definitions.				X
101.LAB	XBRL Taxonomy Extension - Labels.				X
101.PRE	XBRL Taxonomy Extension - Presentation.				X

- 18 -

EX-31.1

 

Exhibit 31.1

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Antoine Jarjour, certify that:

1. I have reviewed this amended Form 10-Q for the period ended January 31, 2014 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:	June 26, 2014	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 this amended Quarterly Report of Seen on Screen TV Inc. (the “Company”) on Form 10-Q for the period ended January 31, 2014, 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 26th day of June, 2014.

ANTOINE JARJOUR

Antoine Jarjour

Chief Executive Officer and Chief Financial Officer

XML

Note 4 - Contingent Liabilities

3 Months Ended

Jan. 31, 2014

Loss Contingency [Abstract]

Contingencies Disclosure [Text Block]

Note 4 - Contingent Liabilities

The Company has a note payable with a former employee. The note is related to unpaid wages associated with a store in California. The balance of this payable at January 31, 2014 and October 31, 2013 and $37,574, respectively.

In July 2013, the employee filed a claim with the State of California for unpaid wages. The State of California has placed a judgment against the Company for $37,574. The Company has presently recorded the amount they believe is owed to this former employee and is disputing the amount with State of California.

XML

Note 3 - Related Party Transactions

3 Months Ended

Jan. 31, 2014

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

For the period ending October 31, 2013, the Company has increased the balance of accrued rent by $24,000, increased accrued compensation by $384,000, decreased officer and shareholder payable by $37,578 and increased receivables from affiliates by $33,500.

The net balance of these related party transactions on October 31, 2013 was $2,066,702.

For the period ending January 31, 2014, the Company has increased the balance of accrued rent by $18,000, increased accrued compensation by $51,000, decreased officer and shareholder payable by $36,699 and decreased receivables from related entity by $25,804.

The net balance of these related party transactions on January 31, 2014 was $2,124,807.

XML

Balance Sheet (USD $)	Jan. 31, 2014	Jan. 31, 2013
Current assets:
Inventory	$ 189,762	$ 194,959
Related party receivable	7,696	33,500
Employee advance		5,921
Security deposit	2,515	2,515
Total current assets	199,973	236,895
Total assets	199,973	236,895
Current liabilities:
Bank overdrafts	8,917	39,677
Accounts payable and accrued taxes	120,701	106,811
Note Payable	37,574	37,574
Total current liabilities	167,192	184,062
Due to related parties:
Accrued rent payable	140,753	122,753
Accrued compensation	1,903,000	1,852,000
Officer and shareholder payable	88,750	125,449
Total long term liabilities	2,132,503	2,100,202
Total liabilities	2,299,695	2,284,264
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 195,000,000 authorized, 57,055,808 and 47,076,523 shares issued and outstanding	57,056	47,077
Capital in excess of par value	34,399,856	33,910,871
Stock subscription	10,000
Accumulated deficit	(36,566,634)	(36,005,317)
Total stockholders' deficit	(2,099,722)	(2,047,369)
Total liabilities and stockholders' deficit	$ 199,973	$ 236,895

XML

Note 1 - Summary of Significant Accounting Policies

3 Months Ended

Jan. 31, 2014

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. On October 15, 2001, the shareholders approved the domiciliation of the Company to the United States. On January 3, 2002, Industry Canada Issued a Certificate of Discontinuance, formally ending the Company's legal ties to Canada. On January 9, 2002, the name change to Franklin Lake Resources, Inc. became effective for trading purposes.

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

   Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the years ended January 31, 2014 and October 31, 2013.

   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 January 31, 2014 and October 31, 2013.

   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.

NOTES TO FINANCIAL STATEMENTS

   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 January 31, 2014 and October 31, 2013. The Company did not engage in any transaction involving derivative instruments.

   Federal income taxes

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

   Net Loss Per Share of Common Stock

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

  Common Stock Registration Expenses

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

   Advertising:

The Company expenses all costs of advertising as incurred. The advertising costs included in general and administrative expenses for the three month period ending January 31, 2014 and 2013 was $2,071 and $601.

Recently Issued Accounting Pronouncements:

For the three months ended January 31, 2014 and year end October 31, 2013, 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 2 - Uncertainty, going concern:

3 Months Ended

Jan. 31, 2014

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 January 31, 2014, the Company had an accumulated deficit of $36,566,634. 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

Balance Sheet (Parentheticals) (USD $)	Jan. 31, 2014	Jan. 31, 2013
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, authorized	195,000,000	195,000,000
Common stock, issued	57,055,808	47,076,523
Common stock, outstanding	57,055,808	47,076,523
Preferred stock, authorized	5,000,000	5,000,000
Preferred stock, par value $0.001 (in Dollars per share)	$ 0.001	$ 0.001

XML

Note 5 - Common Stock (Details) (USD $)	1 Months Ended	2 Months Ended	3 Months Ended						4 Months Ended	6 Months Ended	12 Months Ended
	Apr. 30, 2009	Mar. 19, 2009	Jan. 31, 2014	Jul. 31, 2013	Jan. 31, 2013	Oct. 31, 2012	Jul. 31, 2012	Apr. 30, 2012	Oct. 31, 2013	Apr. 29, 2013	Oct. 31, 2012	Oct. 31, 2011	Apr. 30, 2013	Apr. 21, 2009
Stockholders' Equity Note [Abstract]
Stockholders' Equity, Reverse Stock Split	5	2
Common Stock, Shares, Outstanding		20,960,325	57,055,808		47,076,523				47,076,523					8,384,130
Stock Issued During Period, Shares, New Issues			2,279,285	1,740,000			99,100		2,099,000	550,000	4,610,000	3,624,523
Stock Issued During Period, Value, New Issues (in Dollars)			$ 113,964	$ 87,000	$ 12,700	$ 23,000			$ 85,400	$ 27,500	$ 99,032	$ 248,492
Stock Issued During Period, Shares, Issued for Services								2,650,000
Stock Issued During Period, Value, Issued for Services (in Dollars)								132,500
Common Stock, Shares Subscribed but Unissued			10,000		254,000	460,000	1,982,000				460,000		4,306,000
Stock Issued During Period, Shares, Share-based Compensation			7,700,000
Share-based Compensation (in Dollars)			$ 385,000

XML

Document And Entity Information (USD $)	3 Months Ended
	Jan. 31, 2014
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	57,055,808
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	Jan. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1

XML

Note 6 - Foreign Operations (Details)	Mar. 31, 2013
Policy Text Block [Abstract]
Non-refundable Royalties of Gross Store Sales	3.00%
Non-refundable Royalties of Gross Internet Sales	3.00%

XML

Statements of Operations (USD $)	3 Months Ended
	Jan. 31, 2014	Jan. 31, 2013
Sales	$ 51,838	$ 44,385
Cost of Sales	32,179	2,769
Gross Profit	19,659	41,616
General and administrative expenses:
Wages and salaries	108,956	126,705
Taxes	5,142	3,627
Stock based compensation	385,000
Advertising and marketing	2,071	601
Legal and professional	28,270	3,000
Travel and entertainment	675	191
Rent	40,391	21,993
Other office and miscellaneous	10,471	11,802
Total operating expenses	580,976	167,919
(Loss) from operations	(561,317)	(126,303)
Other income (expense):
Interest (expense)		(215)
Income/(Loss) before taxes	(561,317)	(126,518)
Basic earnings/(loss) per common share (in Dollars per share)	$ (0.01)	$ 0.00
Weighted average number of shares outstanding (in Shares)	52,066,166	38,876,523
Net Income/(loss)	$ (561,317)	$ (126,518)

XML

Note 7 - Subsequent Events

12 Months Ended

Oct. 31, 2014

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Note 7 - Subsequent Events

In accordance with SFAS 165 (ASC 855-10) management has reviewed events between January 31, 2104 and the date the financials were issued, May 23, 2014, and has not identified any significant items for disclosure.

XML

Note 6 - Foreign Operations

12 Months Ended

Oct. 31, 2014

Policy Text Block [Abstract]

Revenue Recognition, Services, Licensing Fees [Policy Text Block]

Note 6 - Foreign Operations

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

XML

Note 3 - Related Party Transactions (Details) (USD $)	Jan. 31, 2014	Oct. 31, 2013
Related Party Transactions [Abstract]
Accrued Rent, Current	$ 18,000	$ 24,000
Accrued Compensation	51,000	384,000
Due to Officers or Stockholders	36,699	37,578
Due from Affiliates	(25,804)	33,500
Related Party Transaction, Due from (to) Related Party, Current	$ 2,124,807	$ 2,066,702

XML

Note 1 - Summary of Significant Accounting Policies (Details) (USD $)	3 Months Ended
	Jan. 31, 2014	Jan. 31, 2013
Accounting Policies [Abstract]
Advertising Expense	$ 2,071	$ 601

XML

Note 2 - Uncertainty, going concern: (Details) (USD $)	Jan. 31, 2014
Going Concern Note [Abstract]
Cumulative Earnings (Deficit)	$ 36,566,634

XML

Note 4 - Contingent Liabilities (Details) (USD $)	12 Months Ended
	Oct. 31, 2013	Jan. 31, 2014
Loss Contingency [Abstract]
Notes Payable		$ 37,574
Loss Contingency, Damages Awarded, Value	$ 37,574

XML

Statement of Cash Flows (USD $)	3 Months Ended
	Jan. 31, 2014	Jan. 31, 2013
Net income (loss)	$ (561,317)	$ (126,518)
Change in current assets and liabilities:
Inventory	5,197
Other current assets	5,921	1,302
Accounts payable and accrued expenses	13,890	11,191
Stock based compensation	385,000
Net cash flows from operating activities	(151,309)	(114,025)
Cash flows from investing activities:	0	0
Cash flows from financing activities:
Checks in excess of deposits	(30,760)	1,597
Proceeds from sale of common stock	113,964
Stock subscription	10,000	12,700
Related party transaction	58,105	98,574
Net cash flows from financing activities	151,309	112,871
Net cash flows		(1,154)
Cash and equivalents, beginning of period		1,154
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR:
Interest		$ (32,300)

XML

Note 5 - Common Stock

3 Months Ended

Jan. 31, 2014

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Note 5 - Common Stock

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

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

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

During the fiscal period ending July 31, 2012, the Company received $99,100 for unissued 1,982,000 shares of stock. These shares are listed as a stock subscription until issued. These shares were issued April 30, 2013.

During the fiscal period ending October 31, 2012, the Company received $23,000 for unissued 460,000 shares of stock. These shares are listed as a stock subscription until issued. These shares were issued April 30, 2013.

During the fiscal year ending October 31, 2012, the Company issued 4,610,000 shares for $99,032 cash.

During the fiscal period ending January 31, 2013, the Company received $12,700 for unissued 254,000 shares of stock. These shares are listed as a stock subscription until issued. These shares were issued April 30, 2013.

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

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

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

During the three month fiscal period ending October 31, 2013, the Company received $85,400 cash and issued 2,099,000 shares of stock.

The common stock outstanding at October 31, 2013 was 47,076,523.

During the three month fiscal period ending January 31, 2014, the Company received $113,964 cash and issued 2,279,285 shares of stock.

During the three month fiscal period ending January 31, 2014, the Company received $10,000 cash. The Company has not issued the shares as of January 31, 2014 and recorded this transaction as a stock subscription.

During the three month fiscal period ending January 31, 2014, the Company issued 7,700,000 as stock based compensation to key individuals. The value of these shares at time of issuance was $385,000.

The common stock outstanding at January 31, 2014 was 57,055,808.