UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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[X]
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ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE YEAR ENDED OCTOBER 31, 2015
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Commission file number 000-21812
SEEN ON SCREEN TV, INC.
(Exact Name of Registrant as Specified in its Charter)
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Nevada
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52-2352724
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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4017 Colby Avenue
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Everett, Washington 98201
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(Address of Principal Executive Offices, including zip code.)
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(425) 367-4668
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(Registrant's telephone number, including area code)
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None
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None
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Securities Registered Pursuant to Section 12(b) of the Act
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Name of each exchange on which registered
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Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, par value $0.001
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [ ] NO [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act: YES [ ] NO [X]
Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [ ] NO [X]
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 if the Exchange Act. (Check one):
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Large Accelerated Filer
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[ ]
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Accelerated Filer
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[ ]
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Non-accelerated Filer (Do not check if a smaller reporting company)
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[ ]
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Smaller Reporting Company
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[X]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of April 30, 2015: $1,206,012.
Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date, as of March 22, 2016, total outstanding common shares was: 421,562,748
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Page
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3
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Business.
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3
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Risk Factors.
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6
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Unresolved Staff Comments.
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6
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Properties.
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6
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Legal Proceedings.
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6
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Mine Safety Disclosures.
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6
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6
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Market for Our Common Equity, Related Stockholders Matters and Issuer Purchases of
Equity Securities.
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6
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Selected Financial Data.
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9
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Management's Discussion and Analysis of Financial Condition and Results of Operation.
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9
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Quantitative and Qualitative Disclosures About Market Risk.
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12
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Financial Statements and Supplementary Data.
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13
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
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24
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Controls and Procedures.
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24
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Other Information.
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26
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27
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Directors, Executive Officers and Corporate Governance.
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27
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Executive Compensation.
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30
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Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
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31
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Certain Relationships and Related Transactions, and Director Independence.
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32
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Principal Accountant Fees and Services.
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33
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34
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Exhibits and Financial Statement Schedules.
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34
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36
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37
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Our History
Seen on Screen TV Inc. ("Company," "we," "us," or "Seen on Screen"), formerly Franklin Lake Resources Inc., a Nevada corporation, was an exploration stage mining company with no ore reserves or mining operations. Our activities up to October 31, 2008, had been limited to searching for material to extract precious minerals from and designing a process for profitable extraction.
On October 6, 2008, we entered into an asset purchase agreement with Antoine Jarjour and Roula Jarjour, husband and wife, wherein we agreed to purchase certain assets from Mr. and Mrs. Jarjour in exchange for 17,000,000 post-reverse split shares of common stock.
On November 1, 2008, we changed our business activity from the mining business to selling products in our retail stores located throughout the United States. We have one retail store in the state of Washington.
On November 13, 2008, we amended our articles of incorporation and changed our name from Franklin Lake Resources Inc. to Seen on Screen TV Inc. We also amended our articles of incorporation to increase our authorized capital to 200,000,000 shares comprised of 195,000,000 shares of common and 5,000,000 shares of preferred stock, each with a par value of $0.001 per share. On November 19, 2008, we amended the foregoing agreement to revise the list of assets to be acquired by us.
On January 10, 2010, we rescinded the asset purchase agreement we entered on October 6, 2008, as amended. Mr. and Mrs. Jarjour returned the 17,000,000 shares of common stock they received as consideration for the transaction. The transaction was rescinded as a result an inability to obtain an unqualified audit opinion after the conclusion of the transaction.
On April 6, 2010, we entered into a Stock Purchase Agreement and Plan of Reorganization with Antoine Jarjour and Roula Jarjour, husband and wife, wherein we agreed to acquire all of the ownership units of Seen on Screen TV LLC, a Washington Limited Liability Corporation, in exchange for 17,000,000 restricted shares of common stock. The effective date of the Agreement was November 1, 2008.
On February 16, 2016, we issued 4,000,000 shares for VoiceFlix, Inc. On November 5, 2015, we issued 6,000,000 shares to StockVest. We issued 2,325,581 shares for Premier Venture Partners, LLC.
On December 15, 2015, we entered into a Memorandum of Understanding and Agreement ("Memorandum") with Tony Reynolds DBA Reynolds Sports and Entertainment, now a wholly owned subsidiary of A Kickin Crowd LLC ("Reynolds") wherein we acquired an exclusive license to Buster's Backyard Bar-B-Q, alternatively Buster's Bar-B-Q, in exchange for $10,000 and 15,000,000 restricted shares of our common stock valued at $90,000.00. The terms of the Memorandum provide that we retain all profits until we recoup net profits of $10,000.00. After that, we retain 90% of net profits generated until we recoup $90,000.00. After we recoup the foregoing $90,000.00, net profits are split 75% to us and 25% to Reynolds.
On January 2, 2016, we executed a License Agreement with Reynolds that embodied the terms of the Memorandum aforesaid.
Our Business
We offer a selection of products to our customers that are available through our website. We purchase products we believe will sell through our website.
We are currently in development of a new website that is 80% completed and adding new products.
Our strategy is to create our on-line store, and our own in-house marketing production. We plan to produce products and have the products manufactured in China ourselves. These products will be sold on our website and to major retailers in the United States.
We are developing a strategic business model that adjusts to the rapid changes in the retail market.
In February 2015, we closed our retail store and now operate through an Internet website only as this is the most cost effective way for us to operate at this time.
Our Growth Strategy
We believe we have the right strategy capitalize on the opportunities afforded by our business model. We believe we will continue to have opportunities to drive growth through sales, expanding our operating profit.
Our Merchandise
Our products are generally personal and household use items that can be shipped via USPS or parcel delivery on normal schedules. We sell items that enhance convenience or lifestyle. We do not sell industrial products or food items. We do not sell perishable items of any sort.
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FAST BRITE - An amazing cleaner for the headlights of cars
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Simonize Fix it Pen - A Pen to remove scratches from cars
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Total Pillow - A flexible and versatile travel pillow
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Potty Patch - A indoor grass patch for dogs to use the bathroom indoors
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Irenew - A magnetic bracelet to improve posture, health and flexibility
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Style Snaps - A great device to hem your pants instantly
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Eggies - Be able to cook a hardboiled egg without the shell!
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Salad Fresh - An easy to use on the go salad shaker, this product was marketed, manufactured, and distributed in house.
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Our Customers
Our customers vary. Generally, we sell to the middle class and our customers tend to the 35-55 age bracket.
Our Suppliers
We purchase our merchandise from several sources, including the original marketing company. These are called "Patent Products." Patent Products are usually covered by various patents owned by the original inventor and/or marketing company. We, also, acquire similar products, i.e. generic products, from others who have created these generic products serving the same niche as the Patent Products. The generic products are significantly varied not to violate the rights of the Patent Products. Lastly, we source products that are generic. Our management has experience in sourcing these products. There are a limited number of manufacturers of this type of product. We believe our management has long-standing relations with the manufacturers, their representatives, and distributors, which will lead to sourcing of marketable products.
In addition, we source products from any of several "Product Shows" each year. At these Product Shows, we are able to meet directly with suppliers, representative and find cutting edge new products. Inventors and promoters frequent these shows with new products. We believe are may be able to acquire exclusive rights to products in this way.
Inventory in our stores varies on a regular basis. We believe we determine demand for a given products. In addition, some products may be in short supply if the market for a product is hot. If this occurs, we will reorder inventory quickly, if the product is backorder, we may miss the market. We are cognizant the product may only be popular for a few weeks. It is our goal to turn our inventories quickly to avoid carrying costs.
Return Policy
We have a 30 day exchange or return policy. Liquid products that are opened and used and personal hygiene products are not return or exchangeable.
Distribution, Transportation and Inventory Management
Inventory is recorded at the lower of cost or market value and is computed on a first-in first-out basis. Management determined that the net realizable value of inventory as of 10-31-2015 is zero. Consequently, for the period ending October 31, 2015, the Company's management decided to write off the entire inventory Balance of $197,377.
Seasonality
Our business is seasonal to a certain extent. Generally, our highest sales volume occurs in the fourth quarter, which includes the Christmas selling season, and the lowest occurs in the first quarter. In addition, our quarterly results can be affected by the timing of certain holidays. In addition, we carry merchandise during our fourth quarter that we do not carry during the rest of the year, such as gift sets, holiday decorations, certain baking items, and a broader assortment of toys and candy.
Our Competition
We operate in the basic discount consumer goods market, which is highly competitive with respect to price, store location, merchandise quality, assortment and presentation, in-stock consistency, and customer service. We compete with discount stores and with many other retailers, Walgreens, Rite-Aids, and local general drug stores. In some cases our competition comes from big box stores, such as Wal-Mart, or Bed Bath and Beyond, among others. These retailers may carry a specific product at its peak, however they quickly discontinue and dump inventory. Almost all of our competitors have greater financial, distribution, marketing and other resources than we do.
We differentiate ourselves from other forms of retailing by offering consistently low prices in a convenient, small-store format. We believe that our prices are competitive due in part to our low cost operating structure and the relatively limited assortment of products offered.
Our Employees
As of October 31, 2015, we employed 1 part-time and 1 full-time employee. We currently are not a party to any collective bargaining agreements.
Available Information
Our Web site address is www.seenonscreentv.com. We file with or furnish to the Securities and Exchange Commission (the "SEC") annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, proxy statements and annual reports to shareholders, and, from time to time, registration statements and other documents. These documents are available free of charge to investors on or through the Investor Information portion of our Web site as soon as reasonably practicable after we electronically file them with or furnish them to the SEC. In addition, the public may read and copy any of the materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The address of that Web site is http://www.sec.gov.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
| ITEM 1B. |
UNRESOLVED STAFF COMMENTS. |
None.
We currently do not own any property.
| ITEM 3. |
LEGAL PROCEEDINGS. |
On July 30, 2013, a judgment was entered in the Superior Court of the State of California, County of San Diego, Case No. 10-80132 GB captioned Majed Aleesay, plaintiff v. Seen on Screen TV, Inc., a Nevada corporation, defendant in the amount of $21,000 for wages; $9,792 liquidated damages; $1,940 interest; $41,154 additional wages for a total amount of $36,886 as plaintiff's award, plus $253 post hearing interest and $435 filing fees for a total amount of judgment of $37,574 all of which is accruing interest according to the law. As of October 31, 2015 there is a total amount of $47,260 owning to the plaintiff by the defendant.
| ITEM 4. |
MINE SAFETY DISCLOSURES. |
None.
| ITEM 5. |
MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
Market Information
Our common stock is currently traded on the OTCQB under the symbol "SONT." The following table sets forth the range of high and low bid quotations for the applicable period. These quotations as reported by the OTCQB reflect inter-dealer prices without retail mark-up, mark-down, or commissions and may not necessarily represent actual transactions. We are not current in our reporting.
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Fiscal Year – 2015
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High Bid
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Low Bid
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Fourth Quarter: 8/1/2015 to 10/31/2015
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$
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0.035
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$
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0.0038
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Third Quarter: 5/1/2015 to 7/31/2015
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$
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0.015
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$
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0.0075
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Second Quarter: 2/1/2015 to 4/30/2015
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$
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0.0075
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$
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0.0075
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First Quarter: 11/1/2014 to 1/31/2015
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$
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0.03
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$
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0.0075
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Fiscal Year – 2014
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High Bid
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Low Bid
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Fourth Quarter: 8/1/2014 to 10/31/2014
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$
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0.03
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$
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0.015
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Third Quarter: 5/1/2014 to 7/31/2014
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$
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0.025
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$
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0.02
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Second Quarter: 2/1/2014 to 4/30/2014
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$
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0.0275
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$
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0.0225
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First Quarter: 11/1/2013 to 1/31/2014
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$
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0.05
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$
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0.0238
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Holders
At October 31, 2015, there were 385,903,832 shares of our common stock outstanding. Our shares of common stock are held by approximately 943 stockholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.
Dividends
On September 22, 2015, the Company completed and distributed a stock dividend of 3 additional shares of common stock for each 1 share of common stock outstanding. The number of outstanding shares after the stock dividend is 385,903,832 shares. The par value is $0.001 per share and unchanged.
We have never declared or paid a cash dividend. Any future decisions regarding dividends will be made by our board of directors. We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Our board of directors has complete discretion on whether to pay dividends. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.
Securities Authorized for Issuance under Equity Compensation Plans
On August 5, 2014, a Form S-8 Registration Statement (SEC file #333-197854) was filed by us together with our 2014 Stock Option Plan (the "Plan") relating to 15,000,000 shares of our common stock, par value $0.001 per share, to be offered and sold to accounts of eligible persons.
Equity Compensation Plan
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Plan category
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Number of securities
issued upon exercise of
outstanding options,
warrants and rights
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Weighted-average
exercise price of
outstanding options,
warrants and rights
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Number of securities
remaining available for
future issuance under
equity compensation plans
excluding securities
reflected in column (a))
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(a)
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(b)
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(c)
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Equity compensation plans
approved by security holders
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0
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0
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0
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Equity compensation plans not
approved by security holders
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0
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0
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15,000,000
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Total
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0
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0
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15,000,000
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Penny Stock Regulations and Restrictions on Marketability
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading, (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws, (c) contains a brief, clear, narrative description of a
dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price, (d) contains a toll-free telephone number for inquiries on disciplinary actions, (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks, and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock, (b) the compensation of the broker-dealer and its salesperson in the transaction, (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock, and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling their shares of our common stock.
Common Stock
Our Articles of Incorporation, amended August 27, 2015, authorize us to issue up to 1,000,000,000 shares of common stock, $0.001 par value. Each holder of our common stock is entitled to one (1) vote for each share held of record on all voting matters we present for a vote of stockholders, including the election of directors. Holders of common stock have no cumulative voting rights or preemptive rights to purchase or subscribe for any stock or other securities, and there are no conversion rights or redemption or sinking fund provisions with respect to our common stock. All shares of our common stock are entitled to share equally in dividends from sources legally available when, and if, declared by our Board of Directors.
Our Board of Directors is authorized to issue additional shares of common stock not to exceed the amount authorized by the Articles of Incorporation, on such terms and conditions and for such consideration as the Board may deem appropriate without further stockholder action.
In the event of our liquidation or dissolution, all shares of our common stock are entitled to share equally in our assets available for distribution to stockholders. However, the rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of preferred stock that have been issued or shares of preferred stock that our Board of Directors may decide to issue in the future.
As of October 31, 2014, we had 60,103,308 shares of common stock issued and outstanding. As of October 31, 2015, we had 385,903,832 shares of common stock issued and outstanding.
Preferred Stock
Our Articles of Incorporation authorize us to issue up to 5,000,000 shares of preferred stock, $0.001 par value. Our Board of Directors is authorized, without further action by the shareholders, to issue shares of preferred stock and to fix the designations, number, rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and sinking fund terms. We believe that the Board of Directors' power to set the terms of, and our ability to issue, preferred stock will provide flexibility in connection with possible financing or acquisition transactions in the future. The issuance of preferred stock, however, could adversely affect the voting power of holders of common stock and decrease the amount of any liquidation distribution to such holders. The presence of outstanding preferred stock could also have the effect of delaying, deterring or preventing a change in control of our company.
As of October 31, 2015, we had no shares of our preferred stock issued or outstanding.
Options
We have not issued and do not have outstanding any options to purchase shares of our stock.
Transfer Agent
Computershare, 350 Indiana Street, Suite 750 , Golden, Colorado 80401, (800) 942-5909, www.computershare.com.
| ITEM 6. |
SELECTED FINANCIAL DATA. |
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 7. |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION. |
This section of this annual report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of our prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Overview
We were formed for the purpose of selling products in our retail stores located throughout the United States. We are currently only operating our ecommerce website.
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.
Gross Profit
For the year ended October 31, 2015, we had a gross profit of $2,735 compared to a gross profit of $42,158 for the year ended October 31, 2014. The decrease in gross profit is due to the decline in sales and an increase of the cost of goods.
Total Operating Expenses
Our total cost and expenses which consist of wages, advertising, taxes, professional fees, rent, and other miscellaneous expenses increased by $335,930 from $1,095,292 for the year ended October 31, 2014 to $1,426,222 for the year ended October 31, 2015. This increase is due primarily to an increase of stock based compensation of $825,000 from the year ended October 31, 2014 to the year ended on October 31, 2015.
Interest Expense
Interest expense and related financing fees for the year ended October 31, 2015 was $6,537 compared to $5,306 for the year ended October 31, 2014, an increase of $1,231. The increase in interest represents the increase in interest accruing on a money judgment against us in California. See Item 3. – Legal Proceedings.
Net Loss
During the year ended October 31, 2015 and 2014, we incurred net losses of $1,615,362 and $1,058,440 respectively. The increased losses of $556,922 were primarily due to the increase of stock based compensation from the year ended in October 31, 2014 to the year ended in October 31, 2015.
Liquidity and Capital Resources
As of October 31, 2015, we had a working capital deficit of $293,878 as compared to a working capital deficit of $40,405 as of October 31, 2014. 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 $545,583 during the year ended October 31, 2015 was primarily a result of our $1,615,362 net loss reconciled with our net non-cash expenses relating to change in assets and accounts payable and accrued expenses. Cash used in operations of $545,583 during the year ended October 31, 2014 was primarily a result of our $1,615,362 net loss reconciled with our net non-cash expenses relating to Loss on abandoned property and no inventory.
Investing Activities
During the year ended October 31, 2015 and 2014, we had no investing activities.
Financing Activities
During the year ended October 31, 2015, we generated proceeds of $311,180 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.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue our business plan and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.
Off-Balance Sheet Arrangements
We currently do not have any off-balance sheet arrangements or financing activities with special purpose entities.
Principles of Consolidation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and in accordance with the SEC's accounting rules under Regulation S-X. All material inter-company accounts and transactions have been eliminated in consolidation.
Critical Accounting Policies and Estimates
Management's Discussion and Analysis of Financial Condition and Results of Operations discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. To prepare these financial statements, we must make estimates and assumptions that affect the reported amounts of assets and liabilities. These estimates also affect our reported revenues and expenses. On an ongoing basis, management evaluates its estimates and judgment, including those related to revenue recognition, accrued expenses, financing operations and contingencies and litigation. Management bases its estimates and judgment on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements are set forth in Note 1 to our audited financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
The fair value of the Company's assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (FASB) guidance regarding disclosures about fair value of financial instruments, approximate the carrying amounts presented in the accompanying consolidated balance sheets.
Inventory
Inventories consist of merchandise that is ready for sale to end-user customers. Inventories are recorded at the lower of average cost or market. In-bound freight-related costs from our vendors are included as part of the net cost of merchandise inventories. Other costs associated with acquiring, storing and transporting merchandise inventories are expensed as incurred. Our inventories are acquired and carried for retail sale and, accordingly, the carrying value is susceptible to, among other things, market trends and conditions and overall customer demand. We use our best estimates of all available information to establish reasonable inventory quantities. However, these conditions may cause our inventories to become obsolete and/or excessive. We review our inventories periodically for indications that reserves are necessary to reduce the carrying values to the lower of cost or market values. For all periods presented, the Company determined that no reserves were necessary. Management determined that the net realizable value of inventory as of 10-31-2015 is zero. Consequently, for the period ending October 31, 2015, the Company's management decided to write off the entire inventory Balance of $197,377.
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 except inventory that was written off at $197,377.
Revenue Recognition
Overview
We recognize revenue when persuasive evidence of an arrangement exists, we have delivered the product or performed the service, the fee is fixed or determinable and collection is reasonably assured. If any of these criteria are not met, we defer recognizing the revenue until such time as all criteria are met. Determination of whether or not these criteria have been met may require us to make judgments, assumptions and estimates based upon current information and historical experience.
The Company markets its products direct to customers and has developed retail pricing for all revenue generating products. In addition the Company may mark-down prices on an individual case basis to increase demand on our products, and increase our sales to boost up the market.
Advertising and Marketing Costs
The company expenses advertising and marketing costs as they are incurred.
Computation of (Loss) Per Share
Basic earnings (loss) per share is calculated by dividing the earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing the earnings (loss) by the weighted average number of common shares and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of incremental common shares issuable upon exercise of stock options, warrants and shares issuable upon the conversion of convertible notes. The dilutive effect of the convertible notes is calculated under the if-converted method. The dilutive effect of outstanding shares is reflected in diluted earnings per share by application of the treasury stock method. This method includes consideration of the amounts to be paid by the employees, the amount of excess tax benefits that would be recognized in equity if the instruments were exercised and the amount of unrecognized stock-based compensation related to future services.
| ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS. |
We are a smaller reporting company as defined in Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
| ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. |
|
SEEN ON SCREEN TV, INC.
|
|
|
| |
|
| |
|
|
|
F-1
|
| |
|
|
|
|
|
October 31, 2015 and 2014
|
F-2
|
| |
|
|
|
|
|
Years ended October 31, 2015 and 2014
|
F-3
|
| |
|
|
|
|
|
Years ended October 31, 2015 and 2014
|
F-4
|
| |
|
|
|
|
|
October 31, 2015
|
F-5
|
| |
|
|
|
|
|
October 31, 2015 and 2014
|
F-6
|
GEORGE STEWART, CPA
316 17TH AVENUE SOUTH
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX(206) 328-0383
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Seen On Screen TV, Inc.
I have audited the accompanying balance sheets of Seen On Screen TV, Inc. as of October 31, 2015 and 2014, and the related statements of operations, stockholders' deficit and cash flows for each of the two-year period ended October 31, 2015 and 2014. Seen On Screen TV, Inc.'s management is responsible for these financial statements. My responsibility is to express an opinion on these financial statements based on my audits.
I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, I express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Seen On Screen TV, Inc., as of October 31, 2015 and 2014, and the results of its operations and its cash flows for each of the years in the two-year period ended October 31, 2015 and 2014 in conformity with generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, the Company has had limited operations, has limited revenues, a working capital deficiency and its need for new capital raise substantial doubt about its ability to continue as a going concern. Management's plan in regard to these matters is also described in Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/S/ GEORGE STEWART
Seattle, Washington
March 16, 2016
F-1
SEEN ON SCREEN TV, INC.
| |
|
October 31,
|
|
|
October 31,
|
|
| |
|
2015
|
|
|
2014
|
|
| |
|
audited
|
|
|
audited
|
|
|
ASSETS
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash
|
|
$
|
2,027
|
|
|
$
|
-
|
|
|
Inventory
|
|
|
-
|
|
|
|
197,377
|
|
|
Related party receivable
|
|
|
-
|
|
|
|
7,696
|
|
|
Security deposit
|
|
|
-
|
|
|
|
2,515
|
|
|
Total current assets
|
|
|
2,027
|
|
|
|
207,588
|
|
| |
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
2,027
|
|
|
$
|
207,588
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
Bank overdrafts
|
|
$
|
-
|
|
|
$
|
3,074
|
|
|
Accounts payable, accrued wages and taxes
|
|
|
543,812
|
|
|
|
202,502
|
|
|
Accrued Rent
|
|
|
8,950
|
|
|
|
|
|
|
Judgment - unpaid wages
|
|
|
47,260
|
|
|
|
42,417
|
|
|
Total current liabilities
|
|
|
600,022
|
|
|
|
247,993
|
|
| |
|
|
|
|
|
|
|
|
|
Long-term liabilities:
|
|
|
|
|
|
|
|
|
|
Due to related parties:
|
|
|
|
|
|
|
|
|
|
Accrued compensation
|
|
|
2,493,784
|
|
|
|
2,155,231
|
|
|
Officer and shareholder payable
|
|
|
-
|
|
|
|
336,959
|
|
| |
|
|
|
|
|
|
|
|
|
Total long term liabilities
|
|
|
2,493,784
|
|
|
|
2,492,190
|
|
| |
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
3,093,806
|
|
|
|
2,740,183
|
|
| |
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value, 1,000,000,000 authorized,
385,903,832 and 60,103,308 shares issued
and outstanding as October 31, 2015 and 2014 respectively
|
|
|
385,904
|
|
|
|
60,103
|
|
|
Preferred stock, authorized: 5,000,000 shares, par value
$0.001, no preferred shares outstanding
|
|
|
|
|
|
|
|
|
|
Capital in excess of par value
|
|
|
35,375,188
|
|
|
|
34,564,809
|
|
|
Stock subscription
|
|
|
(173,750
|
)
|
|
|
(93,750
|
)
|
|
Accumulated deficit
|
|
|
(38,679,120
|
)
|
|
|
(37,063,757
|
)
|
|
Total stockholders' deficit
|
|
|
(3,091,778
|
)
|
|
|
(2,532,595
|
)
|
|
Total liabilities and stockholders' deficit
|
|
$
|
2,027
|
|
|
$
|
207,588
|
|
On September 22, 2015, the Company effecutated a 4:1 stock dividend. Shares at October 31, 2015 have been retroactively restated and par value has remained unchanged.
The accompanying notes are an integral part of these statements.
F-2
SEEN ON SCREEN TV, INC.
audited
| |
|
Twelve months
|
|
|
Twelve months
|
|
| |
|
ended
|
|
|
ended
|
|
| |
|
October 31,
|
|
|
October 31,
|
|
| |
|
2015
|
|
|
2014
|
|
| |
|
audited
|
|
|
audited
|
|
| |
|
|
|
|
|
|
|
Sales
|
|
$
|
30,554
|
|
|
$
|
93,093
|
|
| |
|
|
|
|
|
|
|
|
|
Cost of Sales
|
|
|
27,819
|
|
|
|
50,935
|
|
| |
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
|
2,735
|
|
|
|
42,158
|
|
| |
|
|
|
|
|
|
|
|
|
General and administrative expenses:
|
|
|
|
|
|
|
|
|
|
Wages and salaries
|
|
|
414,161
|
|
|
|
446,790
|
|
|
Taxes
|
|
|
7,091
|
|
|
|
43,441
|
|
|
Stock based compensation
|
|
|
825,000
|
|
|
|
385,000
|
|
|
Advertising and marketing
|
|
|
10,202
|
|
|
|
3,031
|
|
|
Legal and professional
|
|
|
83,555
|
|
|
|
82,699
|
|
|
Travel and entertainment
|
|
|
9,886
|
|
|
|
5,320
|
|
|
Bank charges
|
|
|
-
|
|
|
|
|
|
|
Rent
|
|
|
62,617
|
|
|
|
97,885
|
|
|
Other office and miscellaneous
|
|
|
13,710
|
|
|
|
31,126
|
|
|
Total operating expenses
|
|
|
1,426,222
|
|
|
|
1,095,292
|
|
|
(Loss) from operations
|
|
|
(1,423,487
|
)
|
|
|
(1,053,134
|
)
|
| |
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
Interest (expense)
|
|
|
(6,537
|
)
|
|
|
(5,306
|
)
|
|
Inventory Obsolescence and Bad Debt Expense
|
|
|
(185,338
|
)
|
|
|
-
|
|
|
Income/(Loss) before taxes
|
|
|
(1,615,362
|
)
|
|
|
(1,058,440
|
)
|
|
Provision/(credit) for taxes on income
|
|
|
-
|
|
|
|
-
|
|
|
Net Income/(loss)
|
|
$
|
(1,615,362
|
)
|
|
$
|
(1,058,440
|
)
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Basic earnings/(loss) per common share
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
| |
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding
|
|
|
99,009,660
|
|
|
|
55,926,193
|
|
On September 22, 2015, the Company effecutated a 4:1 stock dividend. Shares at October 31, 2015 have been retroactively restated and par value has remained unchanged.
The accompanying notes are an integral part of these statements.
F-3
SEEN ON SCREEN TV, INC.
| |
|
Twelve months
|
|
|
Twelve months
|
|
| |
|
ended
|
|
|
ended
|
|
| |
|
October 31,
|
|
|
October 31,
|
|
| |
|
2015
|
|
|
2014
|
|
| |
|
audited
|
|
|
audited
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(1,615,362
|
)
|
|
$
|
(1,058,440
|
)
|
|
Adjustments to reconcile net (loss) to cash
provided (used) by developmental stage activities:
|
|
|
|
|
|
|
|
|
|
Change in current assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
2,515
|
|
|
|
|
|
|
Inventory
|
|
|
197,377
|
|
|
|
(2,418
|
)
|
|
Loan to The GNS Group Inc.
|
|
|
7,696
|
|
|
|
|
|
|
Employee advances
|
|
|
|
|
|
|
5,921
|
|
|
Accounts payable and accrued expenses
|
|
|
37,192
|
|
|
|
95,691
|
|
|
Stock based compensation
|
|
|
825,000
|
|
|
|
385,000
|
|
|
Net cash flows from operating activities
|
|
|
(545,583
|
)
|
|
|
(574,246
|
)
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
Net cash flows from investing activities
|
|
|
-
|
|
|
|
-
|
|
| |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Bank overdrafts and Other
|
|
|
(5,672
|
)
|
|
|
(36,603
|
)
|
|
Proceeds from sale of common stock
|
|
|
311,180
|
|
|
|
188,214
|
|
|
Stock subscription
|
|
|
(80,000
|
)
|
|
|
-
|
|
|
Related party transaction
|
|
|
317,259
|
|
|
|
417,792
|
|
|
Judgment - unpaid wages
|
|
|
4,843
|
|
|
|
4,843
|
|
|
Net cash flows from financing activities
|
|
|
547,610
|
|
|
|
574,246
|
|
|
Net cash flows
|
|
|
2,027
|
|
|
|
(0
|
)
|
| |
|
|
|
|
|
|
|
|
|
Cash and equivalents, beginning of period
|
|
|
-
|
|
|
|
-
|
|
|
Cash and equivalents, end of period
|
|
$
|
2,027
|
|
|
$
|
(0
|
)
|
| |
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF
NON-CASH FINANCING AND INVESTING:
|
|
|
|
|
|
|
|
|
|
Stock based compensation
|
|
$
|
825,000
|
|
|
$
|
385,000
|
|
|
Interest
|
|
$
|
-
|
|
|
$
|
(497
|
)
|
|
Income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
On September 22, 2015, the Company effecutated a 4:1 stock dividend. Shares at October 31, 2015 have been retroactively restated and par value has remained unchanged.
The accompanying notes are an integral part of these statements.
F-4
SEEN ON SCREEN TV, INC.
Statement of Stockholders' Deficit
| |
|
Common Stock
|
|
|
Additional
|
|
|
Stock
|
|
|
Retained
|
|
|
|
|
| |
|
Shares
|
|
|
Amount
|
|
|
Paid in capital
|
|
|
Subscription
|
|
|
Deficit
|
|
|
Total
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - October 31, 2009
|
|
|
26,884,000
|
|
|
$
|
26,884
|
|
|
$
|
32,916,040
|
|
|
$
|
-
|
|
|
$
|
(33,372,354
|
)
|
|
$
|
(429,430.00
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Issued
|
|
|
3,758,000
|
|
|
|
3,758
|
|
|
|
209,242
|
|
|
|
|
|
|
|
|
|
|
|
213,000
|
|
|
Net (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(317,682
|
)
|
|
|
(317,682
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - October 31, 2010
|
|
|
30,642,000
|
|
|
|
30,642
|
|
|
|
33,125,282
|
|
|
|
0
|
|
|
|
(33,690,036
|
)
|
|
|
(534,112
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Issued
|
|
|
3,624,523
|
|
|
|
3,625
|
|
|
|
244,867
|
|
|
|
|
|
|
|
|
|
|
|
248,492
|
|
|
Net (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(977,543
|
)
|
|
|
(977,543
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - October 31, 2011
|
|
|
34,266,523
|
|
|
|
34,267
|
|
|
|
33,370,149
|
|
|
|
-
|
|
|
|
(34,667,579
|
)
|
|
|
(1,263,163
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Issued
|
|
|
4,610,000
|
|
|
|
4,610
|
|
|
|
94,422
|
|
|
|
|
|
|
|
|
|
|
|
99,032
|
|
|
Stock subscription
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
254,600
|
|
|
|
|
|
|
|
254,600
|
|
|
Net (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(685,351
|
)
|
|
|
(685,351
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - October 31, 2012
|
|
|
38,876,523
|
|
|
|
38,877
|
|
|
|
33,464,571
|
|
|
|
254,600
|
|
|
|
(35,352,930
|
)
|
|
|
(1,594,882
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Issued
|
|
|
8,200,000
|
|
|
|
8,200
|
|
|
|
446,300
|
|
|
|
|
|
|
|
|
|
|
|
454,500
|
|
|
Stock subscription
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(254,600
|
)
|
|
|
|
|
|
|
(254,600
|
)
|
|
Net (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(652,387
|
)
|
|
|
(652,387
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - October 31, 2013
|
|
|
47,076,523
|
|
|
|
47,077
|
|
|
|
33,910,871
|
|
|
|
-
|
|
|
|
(36,005,317
|
)
|
|
|
(2,047,369
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for cash
|
|
|
3,764,285
|
|
|
|
3,764
|
|
|
|
184,450
|
|
|
|
|
|
|
|
|
|
|
|
188,214
|
|
|
Shares issued for services
|
|
|
7,700,000
|
|
|
|
7,700
|
|
|
|
377,300
|
|
|
|
|
|
|
|
|
|
|
|
385,000
|
|
|
Stock subscription
|
|
|
1,562,500
|
|
|
|
1,562
|
|
|
|
92,188
|
|
|
|
(93,750
|
)
|
|
|
|
|
|
|
0
|
|
|
Net (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(1,058,440
|
)
|
|
$
|
(1,058,440
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - October 31, 2014
|
|
|
60,103,308
|
|
|
$
|
60,103
|
|
|
$
|
34,564,809
|
|
|
$
|
(93,750
|
)
|
|
$
|
(37,063,757
|
)
|
|
$
|
(2,532,595
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for Debt cancellation
|
|
|
7,372,650
|
|
|
|
7,373
|
|
|
|
213,807
|
|
|
|
|
|
|
|
|
|
|
|
221,180
|
|
|
Shares issued for services
|
|
|
27,500,000
|
|
|
|
27,500
|
|
|
|
797,500
|
|
|
|
|
|
|
|
|
|
|
|
825,000
|
|
|
Stock subscription
|
|
|
1,500,000
|
|
|
|
1,500
|
|
|
|
88,500
|
|
|
|
(80,000
|
)
|
|
|
|
|
|
|
10,000
|
|
|
Net (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,615,362
|
)
|
|
|
(1,615,362
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - before stock dividend
|
|
|
96,475,958
|
|
|
$
|
96,476
|
|
|
$
|
35,664,616
|
|
|
$
|
(173,750
|
)
|
|
$
|
(38,679,120
|
)
|
|
$
|
(3,091,778
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock dividend as of September 22, 2015
|
|
|
289,427,874
|
|
|
|
289,428
|
|
|
|
(289,428
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - October 31, 2015
|
|
|
385,903,832
|
|
|
$
|
385,904
|
|
|
$
|
35,375,188
|
|
|
$
|
(173,750
|
)
|
|
$
|
(38,679,120
|
)
|
|
$
|
(3,091,778
|
)
|
On September 22, 2015, the Company effecutated a 4:1 stock dividend. Shares at October 31, 2015 have been retroactively restated and par value has remained unchanged.
The accompanying notes are an integral part of these statements.
F-5
SEEN ON SCREEN TV, INC.
NOTES TO FINANCIAL STATEMENTS
October 31, 2015
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 for direct sales to consumers. The Company trades under the symbol SONT.
In February 2015, the Company closed its retail store and now operates primarily though internet sales and wholesale sales.
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 October 31, 2015 and October 31, 2014.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents
The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of October 31, 2015 and 2014.
Inventory
Inventory is recorded at the lower of cost or market value and is computed on a first-in first-out basis. Management determined that the net realizable value of inventory as of 10-31-2016 is zero. Consequently, for the period ending October 31, 2015, the Company's management decided to write off the entire inventory Balance of $197,377.
Revenue Recognition
Revenue from the sale of goods is recognized when the following conditions are satisfied:
|
·
|
The Company has transferred to the buyer the significant risks and rewards of ownership of the goods;
|
|
·
|
The Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
|
|
·
|
The amount of revenue can be measured reliably;
|
|
·
|
It is probable that the economic benefits associated with the transaction will flow to the entity; and
|
The costs incurred or to be incurred in respect of the transaction can be measured reliably.
F-6
SEEN ON SCREEN TV, INC.
NOTES TO FINANCIAL STATEMENTS
October 31, 2015
Fair value of financial instruments and derivative financial instruments
The Company's financial instruments include cash, accounts payable, and notes payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at October 31, 2015 and October 31, 2014. 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.
Management has evaluated the tax positions taken on the Company's tax returns and concluded that the Company has taken no uncertain tax positions that require adjustment to the financial statements. The Company's income tax filings are subject to audit by various taxing authorities. The Company's tax returns are generally open to audit for the previous three years.
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 year ended October 31, 2015 and 2014 were $10,202 and $3,031 respectively.
Recently Issued Accounting Pronouncements:
For the period ended October 31, 2015 and October 31, 2014, 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.
Stock Base Compensation;
The Company recognizes stock-based compensation in accordance with ASC Topic 718 "Stock Compensation", which required the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock option purchases related to an Employee Stock Purchase Plan based on the estimated fair values.
For non-employee stock-based compensation, we have adopted ASC Topic 505 "Equity-Based Payments to Non-Employees", which requires stock-based compensation related to non-employee to be accounted for based on the fair market value of the related stock or options or fair value of the services on the grant date, whichever is more readily determinable in accordance with ASC Topic 718.
F-7
SEEN ON SCREEN TV, INC.
NOTES TO FINANCIAL STATEMENTS
October 31, 2015
Development Stage Company;
The Company has elected to adopt application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; it no longer presents or discloses inception-to-date information and other disclosure requirements of Topic 915.
Note 2 - Uncertainty, going concern:
The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. As of October 31, 2015, the Company had an accumulated deficit of $38,679,120 and unpaid payroll tax liabilities of $156,470. 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.
The net balance of these related party transactions on October 31, 2014 was $2,492,190.
For the year ended October 31, 2015, the Company has increased the balance of accrued rent by $8,950, increased accrued compensation by $338,554, decreased officer and shareholder payable by $27,844 and decreased receivables from related entity by $7,696 since the year ended October 31, 2014
The Company issued 27,500,000 shares to related party transactions for valued at $825,000 for the year ended October 31, 2015.
The Net balance of Related Party transactions on October 31, 2015 was $2,802,900.
For the year ended 10-31-2015, Shareholders withdrew approximately $59,000 from the cash balance and charged Shareholders draws incorrectly. This $59,000 was adjusted in the 10-31-2015 financial statements to Wage Expense. Related payroll taxes of approximately $6,000 are not recorded in the financial statements but are due and payable as short term liabilities.
On January 13, 2016, the Company made an agreement for issuance of stock for 4,000,000 shares to an investor (share price $0.005) for consideration of $20,000. The money was received but the stock has not been issued as of March 16, 2016.
Note 4 – Judgment for Unpaid Wages:
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. During the year ended October 31, 2014 the State of California has increased the balance by $4,843 for additional interest and penalties. The balance of this note at October 31, 2015 was $47,260 and October 31, 2014 was $42,417.
F-8
SEEN ON SCREEN TV, INC.
NOTES TO FINANCIAL STATEMENTS
October 31, 2015
Note 5 - Common Stock
The beginning balance of the shares outstanding at November 1, 2013 was 47,076,523.
On January 10, 2014, the Company received $101,714 cash in exchange for 2,034,280 shares of common stock. The price per share was $0.05.
On January 10, 2014, the Company issued 7,700,000 shares of stock for services performed. The Company recognized a stock based compensation expense of $385,000. The price per share was $0.05.
On January 31, 2014, the Company received $12,250 cash in exchange for 245,005 share of common stock. The price per share was $0.05.
On April 30, 2014, the Company received $74,250 in exchange for 1,485,000 shares of common stock. The price per share was $0.05.
On October 13, 2014, the Company issued 1,562,500 share of stock to Premier Venture Partner. The Company has not received these funds and recorded this transaction as a stock subscription. Premier Venture Partner paid $10,000 for filing the S1. The Company expects full payment of the remaining balance once the S-1 is filed.
The number of common stock shares outstanding at April 30, 2015 was 60,103,308.
The number of common stock shares outstanding at July 31, 2015 was 60,103,308.
On August 2015, the Company issued 27,500,000 shares for services to related party valued at $825,000. The company also issued 7,372,650 shares to cancel debt valued at $221,179.50.
On September 2015, the Company issued 1,500,000 shares for FMW Media Works Corp. This issuance has increased the stock subscription receivable from $93,750 on October 31. 2014 to $173,750 on October 31, 2015.
On September 22, 2015, the Company completed a stock dividend of 3 additional shares of common stock for each 1 share of common stock outstanding. The number of outstanding shares after the stock dividend is 385,903,832 shares. The par value is $0.001 per share and unchanged.
As of August 27, 2015, the company filed a certificate of amendment increasing the company's authorized common shares from 195,000,000 to 1,000,000,000 common shares.
Note 6 – Stock Option Plan
On July 31, 2014, the Company initiated a stock option plan for its employees, directors and officers. The plan has allocated 15,000,000 shares that can be granted up to 10 years. The option price will be determined by the Board of Directors but will not be less than the fair market value of stock on that specific date. The grant period will not exceed 10 years. Since inception, the Company has not issued any stock options.
Note 7 – Payroll Liabilities
As of October 31, 2015 the Company had incurred unpaid payroll liabilities. The Company has unpaid federal and state payroll taxes of $156,470. The Company is currently working with the State and Federal Government in setting up payment plans. The balance of these liabilities was $145,552 on October 31, 2014. As of October 31, 2015, The Company has signed an installment agreement with Department of Treasury- Internal Revenue Service and Department of Labor and Industry, to repay the amount owed.
F-9
SEEN ON SCREEN TV, INC.
NOTES TO FINANCIAL STATEMENTS
October 31, 2015
Note 8 – Subsequent Events
Management has evaluated events occurring between November 1, 2015 and March 16, 2016, the date that the financial statements were available to be issued, and has recognized in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at March 16, 2016, including the estimates inherent in the processing of the financial statements.
In November 2015 the Company issued 4,000,000 shares for VoiceFlix, Inc and 6,000,000 shares for StockVest.
The Company also issued 2,325,581 shares for Premier Venture Partners, LLC.
In January 2016, the Company has entered into agreement with Tony Reynolds to provide advisory services to the company as a consultant. The Company also entered into an agreement with A Kick-In Crowd for the exclusive license to Buster's Backyard Bar-B-Q. The company has issued 8.3 million shares for Tony Reynolds and 15 million shares for A Kick-in Crowd.
Between November 1, 2015 and February 29, 2016, the company had shareholder withdrawals, a related party transaction, in the amount of $22,701. This amount will be adjusted to shareholder wage expense in the fiscal year 2016.
On January 13, 2016, the Company made an agreement for issuance of stock for 4,000,000 shares to an investor (share price $0.005) for consideration of $20,000. The money was received but the stock has not been issued as of March 16, 2016.
On March 15, 2016, the Company made an agreement for issuance of stock for 800,000 shares to an investor (share price $0.01) for consideration of $8,000. The money was received but the stock has not been issued as of March 16, 2016. Also, the same investor paid $13,000 for 2,600,000 shares. The stock has not been issued as of March 16, 2016.
On March 15, 2016, the Company made an agreement for issuance of stock for 700,000 shares at a share price of $0.01 for consideration of $7,000. The money was received but stock has not been issued as of March 16, 2016.
F-10
| ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
From May 5, 2015 through July 4, 2015, Gillespie & Associates, PLLC, a Washington Professional Limited Liability Company ("Gillespie") was the independent registered public accounting firm of Seen on Screen TV Inc. (the "Company"). On July 4, 2015, Gillespie informed Antoine Jarjour, the Company's chief executive officer and a member of the Company's Board of Directors (the "Board"), that he was withdrawing as our auditor as a result of a conflict of interest in connection with his previous affiliation with Harris & Gillespie, PLLC, our previous auditor. On July 7, 2015, our board of directors engaged George Stewart, CPA as the Company's independent registered public accounting firm.
None of our previous audit reports, in particular the audit reports for the fiscal years ended October 31, 2014 and October 31, 2013, contained any adverse opinion or disclaimer of opinion, nor were qualified or modified as to uncertainty, audit scope, or accounting principles, except for a going concern qualification on the Company's financial statements for the fiscal years ended October 31, 2014 and October 31, 2013.
During the Company's two most recent fiscal years, the subsequent interim periods thereto, and through July 7, 2015, there were no disagreements (as defined in Item 304 of Regulation S-K) with the Gillespie on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Gillespie would have caused it to make reference in connection with its opinion to the subject matter of the disagreement. Further, during the Company's two most recent fiscal years, the subsequent interim periods thereto, and through July 7, 2015, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
We furnished Mr. Gillespie with a copy of this disclosure on August 20, 2015, providing Gillespie with the opportunity to furnish the Company with a letter addressed to the Commission stating whether he agrees with the statements made by the Company herein in response to Item 304(a) of Regulation S-K and, if not, stating the respect in which he does not agree. A copy of Gillespie's response is filed as Exhibit 16.1 to our Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2015.
During the fiscal years ended October 31, 2014 and October 31, 2013, and the subsequent interim periods through August 20, 2015, neither the Company nor anyone acting on its behalf consulted the George Stewart, CPA with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that the Michael Gillespie Entity concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issues; or (ii) any matter that was the subject of a disagreement or a reportable event set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.
| ITEM 9A. |
CONTROLS AND PROCEDURES. |
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of disclosure controls and procedures" in Rule 13a-15(e). The Company's disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company's desired disclosure control objectives. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company's certifying officer has concluded that the Company's disclosure controls and procedures are not effective in reaching that level of assurance.
As of the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Company's Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.
Management's Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Section 13a-15(f) of the Securities Exchange Act of 1934, as amended). Internal control over financial reporting is a process designed by, or under the supervision of, the Company's CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting purposes in conformity with U.S. generally accepted accounting principles.
As of the date of this report, management conducted an assessment of the effectiveness of the Company's internal control over financial reporting based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the criteria established by COSO management concluded that the Company's internal control over financial reporting was not effective as a result of the identification of the material weaknesses described below.
A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
Specifically, management identified the following control deficiencies. (1) The Company has not properly delegated duties to any individual to be responsible for financial reporting.
Accordingly, while the Company has identified certain material weaknesses in its system of internal control over financial reporting, it believes that it has taken reasonable steps to ascertain that the financial information contained in this report is in accordance with generally accepted accounting principles.
Changes in Internal Control over Financial Reporting
There was no change in our internal controls that occurred during the quarter ended October 31, 2015 that has materially affected, or is reasonably likely to affect, our internal controls over financial reporting.
Remediation Plan
Addition of staff
We have identified that additional staff will be required to properly segment the accounting duties of the Company. However, we do not currently have resources to fulfill this part of our plan and will be addressing this matter once sufficient resources are available.
| ITEM 9B. |
OTHER INFORMATION. |
Unregistered Sale of Equity Securities
On August 20, 2015, we issued 6,666,667 restricted shares of common stock to Antoine Jarjour, our president, in consideration of services valued at $200,000. The shares were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Mr. Jarjour was furnished the same information that could have been contained in Part I of a Form S-1 registration statement and Mr. Jarjour is a sophisticated investor.
On August 20, 2015, we issued 2,500,000 restricted shares of common stock to Roula Jarjour, our vice-president, in consideration of services valued at $75,000. The shares were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Ms. Jarjour was furnished the same information that could have been contained in Part I of a Form S-1 registration statement and Ms. Jarjour is a sophisticated investor.
On August 20, 2015, we issued 3,333,333 restricted shares of common stock to George Jarjour, our chief operating officer, in consideration of services valued at $100,000. The shares were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Mr. Jarjour was furnished the same information that could have been contained in Part I of a Form S-1 registration statement and Mr. Jarjour is a sophisticated investor.
On August 20, 2015, we issued 7,372,650 restricted shares of common stock to Charles E. Carafoli, a member of our board of directors, in consideration of services valued at $221,179.50. The shares were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Mr. Carafoli was furnished the same information that could have been contained in Part I of a Form S-1 registration statement and Mr. Carafoli is a sophisticated investor.
On August 21, 2015, we issued 5,000,000 restricted shares of common stock to Antoine Jarjour, our president, in consideration of services valued at $150,000. The shares were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Mr. Jarjour was furnished the same information that could have been contained in Part I of a Form S-1 registration statement and Mr. Jarjour is a sophisticated investor.
On August 21, 2015, we issued 5,000,000 restricted shares of common stock to George Jarjour, our chief operating officer, in consideration of services valued at $150,000. The shares were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Mr. Jarjour was furnished the same information that could have been contained in Part I of a Form S-1 registration statement and Mr. Jarjour is a sophisticated investor.
On August 20, 2015, we issued 5,000,000 restricted shares of common stock to Charles E. Carafoli, a member of our board of directors, in consideration of services valued at $150,000. The shares were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Mr. Carafoli was furnished the same information that could have been contained in Part I of a Form S-1 registration statement and Mr. Carafoli is a sophisticated investor.
On September 10, 2015, we issued 1,500,000 restricted shares of our common stock to FMW Media Works Corp. ("FMW") as partial consideration under the terms of an agreement we entered into with FMW on July 15, 2015. Under the terms of said agreement, FMW will provide consulting to create band awareness, advertising, and promotion for SONT.
| ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. |
|
NAME
|
AGE
|
POSITION(S)[1]
|
SERVICE BEGAN
|
| |
|
|
|
|
Antoine Jarjour
|
60
|
President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Secretary, Treasurer and Director
|
November 2008
|
|
Roula Jarjour
|
50
|
Vice President and Director
|
November 2008
|
|
George Jarjour
|
28
|
Chief Operating Officer and Director
|
November 2008
|
|
Charles Carafoli
|
67
|
Director
|
February 2008
|
|
Father Gregory Ofiesh
|
84
|
Director
|
March 2001
|
|
[1]
|
The board acts as the audit committee, the compensation committee, and the governance committee.
|
Antoine Jarjour - President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Secretary, Treasurer and Director
Since November 2008, Antoine Jarjour has been our president, principal executive officer, secretary, treasurer, principal accounting officer, principal financial officer and chairman of our board of directors. Since 2006, Mr. Jarjour has been the secretary and a member of the board of directors of The GNS Group Inc. The GNS Group Inc. is a Washington corporation engaged in the business of distributing high-end contract furniture for the hospitality, casino, and restaurant industry. From 1992 to 2004, Mr. Jarjour was president, secretary, treasurer and the sole member of the board of directors of Meary, Inc. Meary, Inc., a Washington corporation, was engaged in the business of wholesale and retail sales popular products such as personal, sports, kitchen, kids, and pet products. In addition to his duties as an officer and director, Mr. Jarjour was responsible for ordering products, managing wholesale orders, representing the company at trade shows, and seeking out new products. Mr. Jarjour is the husband of Roula Jarjour, our vice president and director. As one of our founders, Mr. Jarjour was appointed a director. It was the only consideration in appointing him to the board of directors. His experience, qualifications, attributes, or skills were not considered in the appointment.
Roula Jarjour - Vice President and Director
Since 2000, Mrs. Jarjour has been a member of our board of directors. Mrs. Jarjour is the wife of Antoine Jarjour, our secretary and a member of the board of directors. As one of our founders, Mrs. Jarjour was appointed a director. It was the only consideration in appointing her to the board of directors. Her experience, qualifications, attributes, or skills were not considered in the appointment. Roula Jarjour has been a member of board of directors of The GNS Group Inc. since 2006 and their president, since 2011. Mrs. Jarjour is responsible for our overall business operations. The GNS Group Inc is a Washington corporation engaged in the business of distributing high-end contract furniture for the hospitality, casino, and restaurant industry. In addition to her duties as their president and a director, she is responsible for the overall business operations of The GNS Group Inc. Ms. Jarjour attends trade shows, negotiates contracts, and seeks new business opportunities for The GNS Group Inc.
George Jarjour - Chief Operating Officer
Since November 2008, George Jarjour has been our Chief Operating Officer. As one of our founders, Mr. Jarjour was appointed a director. It was the only consideration in appointing him to the board of directors. His experience, qualifications, attributes, or skills were not considered in the appointment. George Jarjour has served as the vice president of The GNS Group Inc., since 2006, and a member of their board of directors, since December 31, 2014. The GNS Group Inc is a Washington corporation engaged in the business of distributing high-end contract furniture for the hospitality, casino, and restaurant industry. In addition to his duties as their vice president, Mr. Jarjour's responsibilities include selling, marketing, promoting The GNS Group's products, and managing our day-to-day operations. Mr. Jarjour is responsible for seeking out new products, evaluating new products, and representing them at public functions.
Charles Carafoli – Director
Since February 2008, Charles Carafoli has been a member of our board of directors. From inception through December 31, 2010, Mr. Carafoli was a member of the board of directors of The GNS Group Inc. Mr. Carafoli resign on December 31, 2010. On April 30, 2013, Mr. Carafoli was appointed by the board of directors to fill the vacancy he created. Since April 30, 2013, Mr. Carafoli has served on the board of directors. He was appointed because of his knowledge of operating a small to medium size business. Since June 1978, Mr. Carafoli has operated Mayflower Service Station located in Plymouth, Massachusetts. Mayflower Service Station is a gas station and convenience store. Since September 1988, Mr. Carafoli has been the President of South Street Package Store Inc. Since June 2004, Mr. Carafoli has been the President of Stevens the Florist Inc.
Father Gregory Ofiesh – Director
Since 2001, Father Ofiesh has been a member of our board of directors. From 2001 to 2008, he was our president, chief executive officer, and acting chief financial officer. After 42 years as an Orthodox priest, Father Ofiesh retired as Pastor of St. Nicholas Orthodox Church, San Francisco, California, on January 1, 2001. Prior to his retirement, he was dean of the San Francisco Bay Area Orthodox Clergy, and now serves as dean emeritus of that group.
Disclosure of Family Relationships.
There are no family relationships between any of the officers, directors, persons nominated or beneficial owners of more than five percent (5%) of any class of the issuer's equity securities, other than Antoine Jarjour is the husband of Roula Jarjour and the father of George Jarjour; Roula Jarjour is the wife of Antoine Jarjour and the mother of George Jarjour; and, George Jarjour is the son of Antoine Jarjour and the son of Roula Jarjour.
To our knowledge, we are not owned or controlled, directly or indirectly, by another corporation or any foreign government.
Involvement in Certain Legal Proceedings
During the past ten years, Roula Jarjour, Antoine Jarjour, George Jarjour, Charles Carafoli and Father Gregory OFiesh have not been the subject of the following events other than as listed below:
|
1.
|
A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
|
| |
|
|
2.
|
Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) other than Antoine Jarjour. Mr. Jarjour was found guilty of violating RCW 82.08.050(2), Conversion of Collected Sales Tax. This was a gross misdemeanor under Washington law. The foregoing case was filed in the Superior Court of Washington for Snohomish County, Case No. 06-1-00183-9. Judgment and sentence was issued June 4, 2007. Mr. Jarjour was sentenced 364 days imprisonment in the Snohomish County jail; Mr. Jarjour was given credit for any and all days served; Mr. Jarjour included victim assessment of $500. On the 22nd day of January 2014, the Superior Court of Snohomish County entered an order vacating conviction in the case. In 2005, Mr. Jarjour filed for protection under the Bankruptcy Act in 2005 and was discharged from his debts on May 15, 2006 in a Chapter 7 proceeding. The case number is 05-23177-KAO filed in the United States Bankruptcy Court for the Western District of Washington. ;
|
| |
|
|
3.
|
The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;
|
| |
|
| |
i)
|
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
|
| |
ii)
|
Engaging in any type of business practice; or
|
| |
iii)
|
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
|
| |
|
|
|
4.
|
The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;
|
| |
|
|
5.
|
Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
|
| |
|
|
6.
|
Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
|
| |
|
|
7.
|
Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
|
| |
|
| |
i)
|
Any Federal or State securities or commodities law or regulation; or
|
| |
ii)
|
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or
|
| |
iii)
|
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
| |
|
|
|
8.
|
Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
In 2005, Mr. Jarjour filed for protection under the Bankruptcy Act in 2005 and was discharged from his debts on May 15, 2006 in a Chapter 7 proceeding. The case number is 05-23177-KAO filed in the United States Bankruptcy Court for the Western District of Washington.
Audit Committee and Charter
We have a separately-designated audit committee of the board. Audit committee functions are performed by our board of directors. None of our directors are deemed independent. All directors also hold positions as our officers. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our
employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee. A copy of the audit committee charter is filed as Exhibit 99.1 on our October 31, 2008 Form 10-K report filed with the SEC on August 31, 2011.
Audit Committee Financial Expert
We do not have an external audit committee financial expert.
We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of the code of ethics is filed as Exhibit 14.1 our October 31, 2008 Form 10-K report filed with the SEC on August 31, 2011.
Disclosure Committee and Charter
We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports. A copy of the disclosure committee charter is filed as Exhibit 99.2 our October 31, 2008 Form 10-K report filed with the SEC on August 31, 2011.
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% stockholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file. To our knowledge, all reports have been filed by our officers and directors.
| ITEM 11. |
EXECUTIVE COMPENSATION. |
The following table sets forth a summary of compensation received by each of our officers and directors who received compensation from the Company during our three most recent fiscal years. The following table sets forth the compensation paid by us during the last two fiscal years for our officers. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to our named executive officers.
Summary Compensation Table
|
Name and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Plan Incentive
Compensation
($)
|
Non-qualified
Deferred
Compensation
($)
|
All Other
Compensation
($)
|
Totals
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
Antoine Jarjour
|
2015
|
0
|
0
|
350,000
|
0
|
0
|
0
|
0
|
350,000
|
|
President, CEO, CFO
|
2014
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
Roula Jarjour
|
2015
|
0
|
0
|
75,000
|
0
|
0
|
0
|
0
|
75,000
|
|
Vice President
|
2014
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
George Jarjour
|
2015
|
0
|
0
|
250,000
|
0
|
0
|
0
|
0
|
250,000
|
|
Chief Operating Officer
|
2014
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
No funds were set aside or accrued by the Company during fiscal year 2015 or 2014 to provide pension, retirement or similar benefits for directors or executive officers.
The following table sets forth compensation paid to our directors during the fiscal year ended October 31, 2015.
Director Compensation
|
Name
|
Fees Earned
or Paid in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
Antoine Jarjour
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Roula Jarjour
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
George Jarjour
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Charles Carafoli
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Father Gregory Ofiesh
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Option/SAR Grants
There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than our 2014 and 2014 Non-Qualified Incentive Stock Option Plans. No options have been granted to our officers and directors there under.
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
Compensation of Directors
The members of our board of directors are not compensated for their services as directors. We don't have any employment contracts with our officers or directors.
| ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
The following table sets forth, as of March 22, 2016, the beneficial ownership of the common stock: (i) by each stockholder known by the Company to beneficially own more than 5% of the common stock (ii) by each director of the Company; (iii) by the Company's chief executive officer; and (iv) by all executive officers and directors of the Company as a group. Except as otherwise indicated below, each named beneficial owner has sole voting and investment power with respect to the shares of common stock listed.
| |
Number of
|
Percentage of
|
|
Name Of Beneficial Ownership
|
Shares[1]
|
Ownership
|
| |
|
|
|
Antoine Jarjour [1][2][3]
|
94,562,668
|
22.43%
|
| |
|
|
|
Roula Jarjour [1][2][3]
|
44,000,000
|
10.44%
|
| |
|
|
|
George Jarjour [1][2]
|
45,333,332
|
10.75%
|
| |
|
|
|
Charles E. Carafoli [1][2][4]
|
98,670,120
|
23.41%
|
| |
|
|
|
Father Gregory Ofiesh [1][2][5]
|
18,395,440
|
4.36%
|
| |
|
|
|
All Officers and Directors as a Group (5 people)
|
300,961,560
|
71.39%
|
|
[1]
|
Assuming exercise of all outstanding warrants and options.
|
| |
|
|
[2]
|
The person named above "promoter" as defined in the Securities Exchange Act of 1934. Mrs. Jarjour and Messrs. Jarjour, Jarjour and Carafoli, and Father Ofiesh are the only "promoters" of our company.
|
| |
|
|
[3]
|
Antoine Jarjour and Roula Jarjour jointly own 138,562,668 shares of our common stock or 34.87% of the total ownership of our company.
|
| |
|
|
[4]
|
Charles E. Carafoli's wife owns 1,400,000 shares of our common stock. These shares are reflected in Mr. Carafoli's beneficial ownership above. The 1,400,000 shares are not owned jointly held, but held in Mr. Carafoli wife's name.
|
| |
|
|
[5]
|
Father Ofiesh is a director; his ownership includes 18,395,440 shares of our common stock. Previous, Father Ofiesh owns warrants-options to purchase shares of our common stock, however, these warrants-options have expired.
|
There are currently no arrangements known to the Company the operation of which may at a subsequent date result in a change of control of the Company. We know of no voting trusts or similar agreements between or among any of the above individuals.
| ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
During the fourth quarter ended October 31, 2013, we issued 290,000 shares of common stock to Antoine Jarjour, our president, director and 10% shareholder. The shares were issued for $14,500 cash. We also issued 634,000 shares of common stock to Charles Carafoli, a director, for $31,700 cash.
Since November 2008, we rented office space in Everett, Washington from a company owned by Roula and Antoine Jarjour, two of our officers and directors at $2,000 per month. There is no written lease agreement. The lease will expire on January 2017.
The net balance of these related party transactions on October 31, 2014 was $2,492,190.
For the year ended October 31, 2015, we had an increase in accrued rent of $8,950, an increase in accrued compensation of $338,554, a decrease in officer and shareholder payable of $336,959, and, a decrease in receivables from a related entity of $7,696 since the year ended October 31, 2014.
The net balance of these related party transactions on October 31, 2015 was $2,493,785.
| ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
(1) Audit Fees
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:
|
2015
|
|
$
|
14,200
|
|
George Stewart CPA
|
|
2015
|
|
$
|
0
|
|
Harris & Gillespie CPAs, PLLC
|
|
2014
|
|
$
|
0
|
|
George Stewart CPA
|
|
2014
|
|
$
|
14,000
|
|
Harris & Gillespie CPAs, PLLC
|
(2) Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:
|
2015
|
|
$
|
0
|
|
George Stewart CPA
|
|
2015
|
|
$
|
0
|
|
Harris & Gillespie CPAs, PLLC
|
|
2014
|
|
$
|
0
|
|
George Stewart CPA
|
|
2014
|
|
$
|
15,000
|
|
Harris & Gillespie CPAs, PLLC
|
(3) Tax Fees
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:
|
2015
|
|
$
|
0
|
|
George Stewart CPA
|
|
2015
|
|
$
|
0
|
|
Harris & Gillespie CPAs, PLLC
|
|
2014
|
|
$
|
0
|
|
George Stewart CPA
|
|
2014
|
|
$
|
0
|
|
Harris & Gillespie CPAs, PLLC
|
(4) All Other Fees
The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:
|
2015
|
|
$
|
0
|
|
George Stewart CPA
|
|
2015
|
|
$
|
0
|
|
Harris & Gillespie CPAs, PLLC
|
|
2014
|
|
$
|
0
|
|
George Stewart CPA
|
|
2014
|
|
$
|
0
|
|
Harris & Gillespie CPAs, PLLC
|
|
(5)
|
Our audit committee's pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.
|
|
(6)
|
The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full time, permanent employees was 0%.
|
| ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
| |
|
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
|
|
| |
|
|
|
|
|
|
10.3
|
Master License Agreement.
|
10-Q
|
2/20/14
|
10.1
|
|
| |
|
|
|
|
|
|
10.4
|
Funding Term Sheet with AGS Capital Group, LLC dated
June 7, 2013.
|
10-K
|
5/23/14
|
10.4
|
|
| |
|
|
|
|
|
|
10.5
|
2014 Stock Option Plan.
|
S-8
|
8/05/14
|
10.1
|
|
| |
|
|
|
|
|
|
10.6
|
Investor Relations Agreement with Equisolve LLC.
|
8-K
|
12/19/14
|
10.1
|
|
| |
|
|
|
|
|
|
10.7
|
Memorandum of Understanding and Agreement.
|
8-K
|
1/29/16
|
10.1
|
|
| |
|
|
|
|
|
|
10.8
|
License Agreement.
|
8-K
|
1/29/16
|
10.2
|
|
| |
|
|
|
|
|
|
10.9
|
Consulting Agreement with VoiceFlix, Inc. dated October 26, 2015.
|
10-K
|
03/28/16
|
10.1
|
X
|
| |
|
|
|
|
|
|
10.10
|
Letter Agreement with StockVest dated October 30, 2015.
|
10-K
|
03/28/16
|
10.2
|
X
|
| |
|
|
|
|
|
|
10.11
|
Consulting Agreement with VoiceFlix, Inc. dated February 16, 2016.
|
10-K
|
03/28/16
|
10.3
|
X
|
| |
|
|
|
|
|
|
10.12
|
Consulting Agreement with FMW Media Works Corp dated July 21, 2015
|
10-K
|
03/28/16
|
10.4
|
X
|
| |
|
|
|
|
|
|
14.1
|
Code of Ethics.
|
10-K
|
8/31/11
|
14.1
|
|
| |
|
|
|
|
|
|
23.1
|
Consent of George Stewart, CPA.
|
|
|
|
X
|
| |
|
|
|
|
|
|
31.1
|
Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 for the Principal Executive Officer and Principal
Financial Officer.
|
|
|
|
X
|
| |
|
|
|
|
|
|
32.1
|
Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 for the Chief Executive Officer and Chief
Financial Officer.
|
|
|
|
X
|
| |
|
|
|
|
|
|
99.1
|
Audit Committee Charter.
|
10-K
|
8/31/11
|
99.1
|
|
| |
|
|
|
|
|
|
99.2
|
Disclosure Committee Charter.
|
10-K
|
8/31/11
|
99.2
|
|
| |
|
|
|
|
|
|
101.INS
|
XBRL Instance Document.
|
|
|
|
X
|
| |
|
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
|
|
|
X
|
| |
|
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
|
|
|
X
|
| |
|
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
|
|
|
X
|
| |
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
|
|
|
X
|
| |
|
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
|
|
|
X
|
In accordance with Section 13 or 15(d) of the Securities and Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 28th day of March, 2016.
| |
SEEN ON SCREEN TV, INC.
|
| |
|
|
| |
BY:
|
ANTOINE JARJOUR
|
| |
|
Antoine Jarjour
|
| |
|
President, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
|
Signature
|
Title
|
Date
|
| |
|
|
|
ANTOINE JARJOUR
|
President, Principal Executive Officer, Principal
|
March 28, 2016
|
|
Antoine Jarjour
|
Financial Officer, Principal Accounting Officer
|
|
| |
and member of the board of directors
|
|
| |
|
|
|
ROULA JARJOUR
|
Vice President and a member of the Board
|
March 28, 2016
|
|
Roula Jarjour
|
of Directors
|
|
| |
|
|
|
GEORGE JARJOUR
|
Chief Operating Officer and a member of the Board
|
March 28, 2016
|
|
George Jarjour
|
of Directors
|
|
| |
|
|
|
CHARLES CARAFOLI
|
Member of the Board of Directors
|
March 28, 2016
|
|
Charles Carafoli
|
|
|
| |
|
|
| |
Member of the Board of Directors
|
March ___, 2016
|
|
Father Gregory Ofiesh
|
|
|
| |
|
Incorporated by reference
|
Filed
|
|
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
herewith
|
| |
|
|
|
|
|
|
3.1
|
Articles of Incorporation.
|
10-KSB
|
2/04/02
|
3.1
|
|
| |
|
|
|
|
|
|
3.2
|
Bylaws.
|
10-KSB
|
2/04/02
|
3.2
|
|
| |
|
|
|
|
|
|
3.3
|
Articles of Domestication.
|
10-KSB
|
2/04/02
|
3.3
|
|
| |
|
|
|
|
|
|
3.4
|
Amended Articles of Incorporation.
|
10-K
|
03/22/16
|
3.1
|
X
|
| |
|
|
|
|
|
|
10.1
|
Asset Purchase Agreement.
|
10-K
|
8/31/11
|
10.1
|
|
| |
|
|
|
|
|
|
10.2
|
Rescission Agreement.
|
10-K
|
8/31/11
|
10.2
|
|
| |
|
|
|
|
|
|
10.3
|
Master License Agreement.
|
10-Q
|
2/20/14
|
10.1
|
|
| |
|
|
|
|
|
|
10.4
|
Funding Term Sheet with AGS Capital Group, LLC dated
June 7, 2013.
|
10-K
|
5/23/14
|
10.4
|
|
| |
|
|
|
|
|
|
10.5
|
2014 Stock Option Plan.
|
S-8
|
8/05/14
|
10.1
|
|
| |
|
|
|
|
|
|
10.6
|
Investor Relations Agreement with Equisolve LLC.
|
8-K
|
12/19/14
|
10.1
|
|
| |
|
|
|
|
|
|
10.7
|
Memorandum of Understanding and Agreement.
|
8-K
|
1/29/16
|
10.1
|
|
| |
|
|
|
|
|
|
10.8
|
License Agreement.
|
8-K
|
1/29/16
|
10.2
|
|
| |
|
|
|
|
|
|
10.9
|
Consulting Agreement with VoiceFlix, Inc. dated October 26,
2015.
|
10-K
|
03/28/16
|
10.1
|
X
|
| |
|
|
|
|
|
|
10.10
|
Letter Agreement with StockVest dated October 30, 2015.
|
10-K
|
03/28/16
|
10.2
|
X
|
| |
|
|
|
|
|
|
10.11
|
Consulting Agreement with VoiceFlix, Inc. dated February 16,
2016.
|
10-K
|
03/28/16
|
10.3
|
X
|
| |
|
|
|
|
|
|
10.12
|
Consulting Agreement with FMW Media Works Corp dated
July 21, 2015
|
10-K
|
03/28/16
|
10.4
|
X
|
| |
|
|
|
|
|
|
14.1
|
Code of Ethics.
|
10-K
|
8/31/11
|
14.1
|
|
| |
|
|
|
|
|
|
23.1
|
Consent of George Stewart, CPA.
|
|
|
|
|
| |
|
|
|
|
|
|
31.1
|
Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 for the Principal Executive Officer and Principal
Financial Officer.
|
|
|
|
X
|
| |
|
|
|
|
|
|
32.1
|
Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 for the Chief Executive Officer and Chief
Financial Officer.
|
|
|
|
X
|
| |
|
|
|
|
|
|
99.1
|
Audit Committee Charter.
|
10-K
|
8/31/11
|
99.1
|
|
| |
|
|
|
|
|
|
99.2
|
Disclosure Committee Charter.
|
10-K
|
8/31/11
|
99.2
|
|
| |
|
|
|
|
|
|
101.INS
|
XBRL Instance Document.
|
|
|
|
X
|
| |
|
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
|
|
|
X
|
| |
|
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
|
|
|
X
|
| |
|
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
|
|
|
X
|
| |
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
|
|
|
X
|
| |
|
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
|
|
|
X
|
