Attached files

file filename
EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION - CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER - SEEN ON SCREEN TV INC.exh32-1.htm
EX-31.1 - SARBANES-OXLEY 302 CERTIFICATION - PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL O - SEEN ON SCREEN TV INC.exh31-1.htm






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

FORM 10-Q

[X]
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2017
   
OR
 
   
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-21812

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

NEVADA
(State or other jurisdiction of incorporation or organization)

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

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

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

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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
As of March 22, 2017, we have 421,562,748 shares outstanding.
 





TABLE OF CONTENTS

 
Page
   
 
3
     
Financial Statements.
3
     
Management's Discussion and Analysis of Financial Condition and Results of Operations.
3
     
Quantitative and Qualitative Disclosures About Market Risk.
3
     
Controls and Procedures.
 
   
3
   
     
Legal Proceedings.
3
     
Risk Factors.
3
     
Unregistered Sales of Equity Securities and Use of Proceeds.
4
     
Defaults Upon Senior Securities.
4
     
Mine Safety Disclosures.
4
     
Other Information.
4
     
Exhibits.
4
     
6
   
7








PART I - FINANCIAL INFORMATION

ITEM 1.
FINANCIAL STATEMENTS.

This Form 10-Q does not contain Financial Statements or Management's Discussion and Analysis of Our Financial Condition and Results of Operations because we have not completed the preparation of our financial statements for the quarter ended January 31, 2017.  We will amend this Form 10-Q as soon as we have prepared the required financial statements and the same have been reviewed by our auditors as required by Item 8.03 of Reg. S-X.


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

This Form 10-Q does not contain Financial Statements or Management's Discussion and Analysis of Our Financial Condition and Results of Operations because we have not completed the preparation of our financial statements for the quarter ended January 31, 2017.  We will amend this Form 10-Q as soon as we have prepared the required financial statements and the same have been reviewed by our auditors as required by Item 8.03 of Reg. S-X.


ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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


ITEM 4.
CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective. There was no change in our internal control over financial reporting during the quarter ended January 31, 2017, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


PART II - OTHER INFORMATION

ITEM 1.
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 Aleesawy, 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 January 31, 2017, there is a total amount of $48,960.00 owning to the plaintiff by the defendant.


ITEM 1A.
RISK FACTORS.

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

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

None.


ITEM 3.
DEFAULTS UPON SENIOR SECURITIES.

None.


ITEM 4.
MINE SAFETY DISCLOSURES.

Not Applicable.


ITEM 5.
OTHER INFORMATION.

None.


ITEM 6.
EXHIBITS.

 
 
Incorporated by reference
Filed
Exhibit
Document Description
Form
Date
Number
herewith
3.1 
Articles of Incorporation 
10-KSB
2/04/02
3.1
 
 
 
       
3.2 
Bylaws 
10-KSB
2/04/02
3.2
 
 
 
       
3.3 
Articles of Domestication 
10-KSB
2/04/02
3.3
 
 
 
       
10.1 
Asset Purchase Agreement 
10-K
8/31/11
10.1
 
 
 
       
10.2
Rescission Agreement
10-K
8/31/11
10.2
 
 
 
       
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
 
 
 
       
10.10
Letter Agreement with StockVest dated October 30, 2015
10-K
03/28/16
10.2
 
 
 
       
10.11
Consulting Agreement with VoiceFlix, Inc. dated February 16, 2016
10-K
03/28/16
10.3
 


10.12
Consulting Agreement with FMW Media Works Corp dated July 21, 2015
10-K
03/28/16
10.4
 
 
 
       
14.1
Code of Ethics
10-K
8/31/11
14.1
 
 
 
       
16.1
Letter from Harris & Gillespie CPA's, PLLC
8-K
05/08/15
16.1
 
           
16.2
Letter from Gillespie & Associates, PLLC
8-K
08/21/15
16.1
 
           
16.3
Letter from George Stewart, CPA
8-K
11/30/16
16.1
 
           
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the Principal Executive Officer and Principal Financial Officer 
     
X
           
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
       
 
 
       
101.SCH
XBRL Taxonomy Extension – Schema
       
 
 
       
101.CAL
XBRL Taxonomy Extension – Calculations
       
 
 
       
101.DEF
XBRL Taxonomy Extension – Definitions
       
 
 
       
101.LAB
XBRL Taxonomy Extension – Labels
       
 
 
       
101.PRE
XBRL Taxonomy Extension – Presentation
       












SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on this 21st day of March, 2017.

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
















EXHIBIT INDEX

 
 
Incorporated by reference
Filed
Exhibit
Document Description
Form
Date
Number
herewith
3.1 
Articles of Incorporation 
10-KSB
2/04/02
3.1
 
 
 
       
3.2 
Bylaws 
10-KSB
2/04/02
3.2
 
 
 
       
3.3 
Articles of Domestication 
10-KSB
2/04/02
3.3
 
 
 
       
10.1 
Asset Purchase Agreement 
10-K
8/31/11
10.1
 
 
 
       
10.2
Rescission Agreement
10-K
8/31/11
10.2
 
 
 
       
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
 
 
 
       
10.10
Letter Agreement with StockVest dated October 30, 2015
10-K
03/28/16
10.2
 
 
 
       
10.11
Consulting Agreement with VoiceFlix, Inc. dated February 16, 2016
10-K
03/28/16
10.3
 
 
 
       
10.12
Consulting Agreement with FMW Media Works Corp dated July 21, 2015
10-K
03/28/16
10.4
 
 
 
       
14.1
Code of Ethics
10-K
8/31/11
14.1
 
 
 
       
16.1
Letter from Harris & Gillespie CPA's, PLLC
8-K
05/08/15
16.1
 
           
16.2
Letter from Gillespie & Associates, PLLC
8-K
08/21/15
16.1
 
           
16.3
Letter from George Stewart, CPA
8-K
11/30/16
16.1
 
           
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the Principal Executive Officer and Principal Financial Officer 
     
X
           
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
       
 
 
       
101.SCH
XBRL Taxonomy Extension – Schema
       
 
 
       
101.CAL
XBRL Taxonomy Extension – Calculations
       
 
 
       
101.DEF
XBRL Taxonomy Extension – Definitions
       
 
 
       
101.LAB
XBRL Taxonomy Extension – Labels
       
 
 
       
101.PRE
XBRL Taxonomy Extension – Presentation
       










 
-8-