Attached files
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X]
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QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2017
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OR
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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
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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 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]
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.
Page
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3
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Financial Statements.
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3
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Management's Discussion and Analysis of Financial Condition and Results of Operations.
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3
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Quantitative and Qualitative Disclosures About Market Risk.
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3
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Controls and Procedures.
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3
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Legal Proceedings.
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3
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Risk Factors.
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3
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Unregistered Sales of Equity Securities and Use of Proceeds.
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4
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Defaults Upon Senior Securities.
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4
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Mine Safety Disclosures.
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4
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Other Information.
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4
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Exhibits.
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4
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6
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7
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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.
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.
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.
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.
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.
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.
None.
None.
Not Applicable.
None.
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Incorporated by reference
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Filed
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Exhibit
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Document Description
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Form
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Date
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Number
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herewith
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3.1
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Articles of Incorporation
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10-KSB
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2/04/02
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3.1
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3.2
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Bylaws
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10-KSB
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2/04/02
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3.2
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3.3
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Articles of Domestication
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10-KSB
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2/04/02
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3.3
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10.1
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Asset Purchase Agreement
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10-K
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8/31/11
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10.1
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10.2
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Rescission Agreement
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10-K
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8/31/11
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10.2
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10.3
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Master License Agreement
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10-Q
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2/20/14
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10.1
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10.4
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Funding Term Sheet with AGS Capital Group, LLC dated June 7, 2013
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10-K
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5/23/14
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10.4
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10.5
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2014 Stock Option Plan
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S-8
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8/05/14
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10.1
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10.6
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Investor Relations Agreement with Equisolve LLC
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8-K
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12/19/14
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10.1
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10.7
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Memorandum of Understanding and Agreement
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8-K
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1/29/16
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10.1
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10.8
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License Agreement
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8-K
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1/29/16
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10.2
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10.9
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Consulting Agreement with VoiceFlix, Inc. dated October 26, 2015
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10-K
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03/28/16
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10.1
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10.10
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Letter Agreement with StockVest dated October 30, 2015
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10-K
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03/28/16
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10.2
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10.11
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Consulting Agreement with VoiceFlix, Inc. dated February 16, 2016
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10-K
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03/28/16
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10.3
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10.12
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Consulting Agreement with FMW Media Works Corp dated July 21, 2015
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10-K
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03/28/16
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10.4
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14.1
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Code of Ethics
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10-K
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8/31/11
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14.1
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16.1
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Letter from Harris & Gillespie CPA's, PLLC
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8-K
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05/08/15
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16.1
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16.2
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Letter from Gillespie & Associates, PLLC
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8-K
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08/21/15
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16.1
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16.3
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Letter from George Stewart, CPA
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8-K
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11/30/16
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16.1
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the Principal Executive Officer and Principal Financial Officer
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X
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer and Chief Financial Officer
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X
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99.1
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Audit Committee Charter
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10-K
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8/31/11
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99.1
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99.2
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Disclosure Committee Charter
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10-K
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8/31/11
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99.2
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension – Schema
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101.CAL
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XBRL Taxonomy Extension – Calculations
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101.DEF
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XBRL Taxonomy Extension – Definitions
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101.LAB
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XBRL Taxonomy Extension – Labels
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101.PRE
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XBRL Taxonomy Extension – Presentation
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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.
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BY:
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ANTOINE JARJOUR
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Antoine Jarjour
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President, Principal Executive Officer, Treasurer, Principal Financial Officer, and Principal Accounting Officer
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Incorporated by reference
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Filed
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Exhibit
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Document Description
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Form
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Date
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Number
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herewith
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3.1
|
Articles of Incorporation
|
10-KSB
|
2/04/02
|
3.1
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|
|
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||||
3.2
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Bylaws
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10-KSB
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2/04/02
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3.2
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||||
3.3
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Articles of Domestication
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10-KSB
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2/04/02
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3.3
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10.1
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Asset Purchase Agreement
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10-K
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8/31/11
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10.1
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||||
10.2
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Rescission Agreement
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10-K
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8/31/11
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10.2
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||||
10.3
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Master License Agreement
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10-Q
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2/20/14
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10.1
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||||
10.4
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Funding Term Sheet with AGS Capital Group, LLC dated June 7, 2013
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10-K
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5/23/14
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10.4
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||||
10.5
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2014 Stock Option Plan
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S-8
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8/05/14
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10.1
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||||
10.6
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Investor Relations Agreement with Equisolve LLC
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8-K
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12/19/14
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10.1
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||||
10.7
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Memorandum of Understanding and Agreement
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8-K
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1/29/16
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10.1
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||||
10.8
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License Agreement
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8-K
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1/29/16
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10.2
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||||
10.9
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Consulting Agreement with VoiceFlix, Inc. dated October 26, 2015
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10-K
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03/28/16
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10.1
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|
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||||
10.10
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Letter Agreement with StockVest dated October 30, 2015
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10-K
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03/28/16
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10.2
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||||
10.11
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Consulting Agreement with VoiceFlix, Inc. dated February 16, 2016
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10-K
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03/28/16
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10.3
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||||
10.12
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Consulting Agreement with FMW Media Works Corp dated July 21, 2015
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10-K
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03/28/16
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10.4
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||||
14.1
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Code of Ethics
|
10-K
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8/31/11
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14.1
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||||
16.1
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Letter from Harris & Gillespie CPA's, PLLC
|
8-K
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05/08/15
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16.1
|
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16.2
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Letter from Gillespie & Associates, PLLC
|
8-K
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08/21/15
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16.1
|
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16.3
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Letter from George Stewart, CPA
|
8-K
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11/30/16
|
16.1
|
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the Principal Executive Officer and Principal Financial Officer
|
X
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||||
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer and Chief Financial Officer
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X
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99.1
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Audit Committee Charter
|
10-K
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8/31/11
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99.1
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|
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||||
99.2
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Disclosure Committee Charter
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10-K
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8/31/11
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99.2
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101.INS
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XBRL Instance Document
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||||
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||||
101.SCH
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XBRL Taxonomy Extension – Schema
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||||
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|
||||
101.CAL
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XBRL Taxonomy Extension – Calculations
|
||||
|
|
||||
101.DEF
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XBRL Taxonomy Extension – Definitions
|
||||
|
|
||||
101.LAB
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XBRL Taxonomy Extension – Labels
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||||
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||||
101.PRE
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XBRL Taxonomy Extension – Presentation
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-8-