UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2009
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________ to __________
Commission file number 333-156480
SURF A MOVIE SOLUTIONS INC.
(Exact name of registrant as specified in its charter)
Nevada 26-1973257
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
#149, 19744 Beach Boulevard
Huntington Beach, CA, 92648
(Address of principal executive offices)
(714) 475-3516
(Registrant's telephone number, including area code
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed 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 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 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 4,000,000 common shares issued and
outstanding as at May 14, 2009.
TABLE OF CONTENTS
Page
----
PART I. Financial Information:
Item 1. Financial Statements - Unaudited 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 14
Item 4T. Controls and Procedures 14
PART II. Other Information:
Item 1. Legal Proceedings 14
Item 1A. Risk Factors 14
Item 2. Unregistered Sales of Equity Securities and Use
of Proceeds 14
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits 15
Signatures 16
2
PART I
ITEM 1. FINANCIAL STATEMENTS.
Our financial statements are stated in United States dollars and are prepared in
accordance with United States Generally Accepted Accounting Principles.
3
Surf A Movie Solutions Inc.
(A Development Stage Company)
Balance Sheets
March 31, 2009
(Unaudited)
March 31, September 30,
2009 2008
-------- --------
ASSETS
Cash $ 10,040 $ 16,280
Prepaid expenses 870 2,700
-------- --------
Total Assets $ 10,910 $ 18,980
======== ========
LIABILITIES
Accounts payable and accrued liabilities $ 11,975 $ 4,854
-------- --------
Total Liabilities 11,975 4,854
-------- --------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock authorized -
50,000,000 common shares with a par value of $0.001
4,000,000 common shares issued and outstanding 4,000 4,000
Additional paid in capital 16,000 16,000
Deficit accumulated during the development stage (21,065) (5,874)
-------- --------
Total Stockholders' Equity (Deficit) (1,065) 14,126
-------- --------
Total Liabilities and Stockholders' Equity (Deficit) $ 10,910 $ 18,980
======== ========
The accompanying notes are an integral part of these financial statements
4
Surf A Movie Solutions Inc.
(A Development Stage Company)
Statements of Expenses
For the Three Months Ended March 31, 2009 and March 31, 2008
Period From Inception (December 18, 2007) to March 31, 2008 and March 31, 2009
(Unaudited)
Period from Period from
Inception Inception
Three Months Three Months Six Months (December 18, 2007) (December 18, 2007)
Ended Ended Ended to to
March 31, March 31, March 31, March 31, March 31,
2009 2008 2009 2008 2009
---------- ---------- ---------- ---------- ----------
Expenses:
General and administrative $ 6,839 $ 685 $ 15,191 $ 685 $ 21,065
---------- ---------- ---------- ---------- ----------
Net (loss) $ (6,839) $ (685) $ (15,191) $ (685) $ (21,065)
========== ========== ========== ========== ==========
Basic and diluted (loss) per
common share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
Weighted average number of common
shares outstanding 4,000,000 4,000,000 4,000,000 4,000,000
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements
5
Surf A Movie Solutions Inc.
(A Development Stage Company)
Statements of Cash Flows
For the Six Months Ended March 31, 2009
For the period from Inception (December 18, 2007) to March 31, 2008
For the period from Inception (December 18, 2007) to March 31, 2009
(Unaudited)
Period from Period from
Inception Inception
Six Months (December 18, 2007) (December 18, 2007)
Ended to to
March 31, March 31, March 31,
2009 2008 2009
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) $(15,191) $ (685) $(21,065)
Adjustments to reconcile net loss to net
cash used in operating Activities:
Prepaid expenses 1,830 -- (870)
Accounts payable and accrued liabilities 7,121 -- 11,975
Due to stockholder -- 685 --
-------- -------- --------
Net Cash used in operating activities (6,240) -- (9,960)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of stock -- -- 20,000
-------- -------- --------
Net cash provided by financing activities -- -- 20,000
-------- -------- --------
Net change in cash (6,240) -- 10,040
Cash, beginning of period 16,280 -- --
-------- -------- --------
Cash, end of period $ 10,040 $ -- $ 10,040
======== ======== ========
Supplemental information:
Taxes paid $ -- $ --
-------- --------
Interest paid $ -- $ --
-------- --------
The accompanying notes are an integral part of these financial statements
6
Surf A Movie Solutions Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2009
(Unaudited)
NOTE 1 - NATURE OF OPERATIONS
The accompanying unaudited interim financial statements of Surf A Movie
Solutions Inc. (the "Company") have been prepared in accordance with accounting
principles generally accepted in the United States of America and the rules of
the Securities and Exchange Commission ("SEC"), and should be read in
conjunction with the audited financial statements for the fiscal year ended
September 30, 2008 and notes thereto contained in the Company's Registration
Statement on Form S-1 (File No. 333-156480) filed with the SEC, which was
declared effective on February 12, 2009 (the Registration Statement"). In the
opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the
results of operations for the interim period presented have been reflected
herein. The results of operations for the interim period are not necessarily
indicative of the results to be expected for the full year. Notes to the
financial statements which would substantially duplicate the disclosures
contained in the audited financial statements for the most recent fiscal period
ended September 30, 2008, as reported in the Registration Statement, have been
omitted.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.
FORWARD-LOOKING STATEMENTS
This quarterly report may contain forward-looking statements and relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may", "should",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled "Risk Factors" contained in our Registration Statement on Form S-1
(File No. 333-156480), that may cause our or our industry's actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results.
Our financial statements are stated in United States dollars and are prepared in
accordance with United States Generally Accepted Accounting Principles. In this
quarterly report, unless otherwise specified, all dollar amounts are expressed
in United States dollars. All references to "common shares" refer to the common
shares in our capital stock.
As used in this quarterly report, the terms "we", "us", "our", and "Surf A
Movie" means Surf A Movie Solutions Inc.
GENERAL
We were incorporated in the State of Nevada on December 18, 2007. Since the
inception of our business on December 18, 2007, we have engaged in the
development of video applications. The address of our principal executive office
is #149, 19744 Beach Boulevard, Huntington Beach, CA, 92648. Our telephone
number is (714) 475-3516.
We are in the development stage of creating an easy to use and comprehensive
solution that will enable our customers to open a video rental storefront on the
Internet. Our product will enable video store customers to download rented
movies to their computers to be played using Microsoft Media Player. We believe
that online shopping has become a driving force in the continued growth of the
Internet. We further believe that the ability to download movies and other forms
of entertainment directly to their computers will become an increasingly larger
segment of the on-line shopping market. We plan to develop a turn-key online
video store operation that will allow the store owner to stock the various types
of movies he or she chooses to offer to his or her customers on a pay-per-view
basis.
Online videos currently available cover a wide range of titles from home movies
to premium quality movies. We believe, although no assurance can be given, that
the use of online videos will continue to increase in popularity and
sophistication and as such, we believe our plan to offer turn-key web sites for
online video businesses is set to launch at the right time in history.
We plan to charge an initial fee of $1,000 to our online customers wishing to
launch online video rental stores. We will also be receiving 20% of the revenue
from rentals generated by our customers' online video stores. We will provide
our customers with the infrastructure to get their business going and
subsequently earn a portion of revenue from each downloaded video from their web
site. We believe, although no assurance can be given, that this business model
will establish a number of ongoing revenue streams that will contribute to our
long-term growth.
We are a development stage company that has not generated any revenue and has
had limited operations to date. From December 18, 2007 (inception) to March 31,
2009, we have incurred accumulated net losses of $21,065. As of March 31, 2009,
we had $10,910 in current assets and current liabilities of $11,975.
8
RESULTS OF OPERATIONS
From the date of our incorporation on December 18, 2007 to March 31 2009, we
have been a development stage company that has generated minimal revenues.
THREE MONTH PERIOD ENDED MARCH 31, 2009 COMPARED WITH THE PERIOD THREE MONTH
PERIOD ENDED MARCH 31, 2008.
We experienced an operating loss of $6,839 for the three month period ended
March 31, 2009 compared to operating losses of $685 for the three month period
ended March 31, 2008 and operating losses of $21,065 since inception (December
18, 2007) to March 31, 2009. The principal component of the increase was due to
accounting and audit fees that we incurred during the quarter ended March 31,
2009 relating to our efforts in becoming a public company.
SIX MONTH PERIOD ENDED MARCH 31, 2009 COMPARED WITH THE PERIOD FROM INCEPTION TO
MARCH 31, 2008.
We experienced an operating loss of $15,191 for the six month period ended March
31, 2009 compared to operating losses of $685 for the period from inception to
March 31, 2008 and operating losses of $21,065 since inception (December 18,
2007) to March 31, 2009. The principal component of the increase was due to
accounting and audit fees that we incurred relating to our efforts in becoming a
public company.
PLAN OF OPERATION
We are in the formative phase of development. Our plan is to develop a product
that will allow us to offer a turn-key online video rental store to customers
wishing to offer such services to their potential subscribers. Our online
service will give our customers a large level of control over the feel and look
of their online video store and it will come with the supporting infrastructure
to run the online video store. Each of our customers will be able to customize
their web site with brand name markings and icons to distinguish themselves in
the marketplace. We also intend to provide our customers with training on the
administrative and reporting functions during an orientation period, along with
ongoing customer support.
As our business begins to develop, we plan to post an "information only" web
site during the first year of operations to begin to promote our company and our
product. The goal of this effort will be to create a presence on the Internet
and attract potential customers to inquire about our services. Management plans
to outsource product development to an offshore contractor to control costs.
Our goals for approximately the next twelve months, provided the necessary
funding is available, are to:
* CHOOSE A SOFTWARE DEVELOPMENT CONTRACTOR: We will immediately begin to
interview one or more software companies or individual contractors for
the development of our website and related software. We will request
bids or quotations from several potential candidates. Our final choice
will be based on the combination of competitive price, experience,
ability to meet deadlines and stay within a budget. We expect the
selection process to take approximately one month.
* SPECIFICATIONS AND HIGH-LEVEL DESIGN: We expect that we will complete
specifications for the product and finish high-level design two months
after the selection of a software contractor. This part of our design
work will include the specifications for the different modules to be
developed. Specifications and high level design will be an interactive
process between our management and the software contractor. We expect
that this task will take approximately two months to complete.
* SELECTION OF A DATA CENTER: We intend to lease servers in a data
center. We will lease one server for development in month 2 and
another two servers for production in month 9. The lease on the
development server is expected to be $100. The production servers will
be higher end with multiple high-capacity hard drives. The product
servers will be deployed in failover mode so if the primary server
fails, the standby servers will take over. We expect that the primary
server will cost us $300 per month and the standby server will cost
$200 per month. The cost of leasing servers includes collocation in a
data center and certain level of traffic. We expect however to easily
9
exceed the traffic levels when we go into production. The cost and
quality of connectivity will be key in the selection of the data
center. We will evaluate the following factors in making our
selection:
> reputable data center with proven track record;
> emergency recovery plan;
> cost of traffic; and
> prices within our budget.
We expect that the data center selection process will take
approximately one month and will run concurrently with the
Specification and High-Level Design Task described above.
* DESIGN OF WEB INTERFACES: The usability of our web site and its visual
appeal are very important to the success of our Internet-based
services. We will hire a web interface designer to work with our
directors on the layout of the web pages and to optimize how the web
pages interact with the user. We expect that this task will take
approximately two months to complete.
* SURF A MOVIE WEBSITE DEVELOPMENT: Our web site will contain
information to help an entity evaluate our solution to open an online
movie rental business. It will enable the entity to sign up for our
service. Once they sign up and payment is made via PayPal, an account
will be created, which will be protected by a user specific username
and password. Our customers will be able to login to their portal
through our web site and proceed with the creation of their online
store. Our web site will also contain examples and templates of video
stores. We anticipate that the development of our website will take
approximately one month to complete.
* CUSTOMER PORTAL DEVELOPMENT: When a web site visitor wishes to make a
purchase (i.e., rent a video from the online video store) he or she
will be required to create a user or a customer account which will be
protected by a password of his or her choice. After the account is
created, he or she will be able to proceed to make the payment for
their video selection(s). As soon as a payment confirmation is
generated from PayPal, the purchased videos will be available for
download for a limited period of time. The customer will be able to
login to his or her account and download the videos within the
specified period. The next time the customer wishes to make a
purchase, he or she will simply have to login to their existing
account. We anticipate that it will take approximately one month to
develop the customer portal feature.
* STORE OWNERS PORTAL DEVELOPMENT: Each video store owner who purchases
one of our turn-key operations will be required to begin by completing
the online registration form. We will review each online registration
form for approval. Once approved, a "Business Owner's Account" will be
created, and within the portal, the video store owners will find the
necessary information and tools to create their store. They will be
able to add and edit categories, add videos, description, trailer, top
10 list, top videos by category, etc...Helpful hints and instructions
will be included in each step of the portal to assist the store owner
in the set-up and maintenance phase of the online store. We expect
that it will take approximately four months to develop the store
owners' portal.
* SURF A MOVIE ADMINISTRATIVE PORTAL DEVELOPMENT: This portal will allow
us to approve or suspend an online video store if necessary. It will
enable us to append notes to document our relationship and
correspondence with each individual store owner. In addition, this
feature will automatically calculate the amount of rental revenue
(minus fees) that we owe to a store owner. Further, it will enable our
directors and staff to access a wide range of reporting related to
sales and where end users are coming from. We expect that development
of this feature will take approximately one month to complete.
* DIGITAL RIGHTS MANAGEMENT: We will be implementing Microsoft Digital
Right Management ("DRM") system to prevent the copying and exchange of
copies of online movies between multiple persons, in an effort to
protect the intellectual property of the video store owners and their
revenue stream. We expect that it will take approximately one month to
implement the DRM with our site.
10
ACTIVITIES TO DATE
We were incorporated in the State of Nevada on December 18, 2007. We are a
development stage company. From our inception to date, we have not generated any
revenues and our operations have been limited to organizational matters, the
development of our business, initial steps for the creation of our website and
efforts related to becoming a public company.
Since our inception we have not made any purchases or sales, nor have we been
involved in mergers, acquisitions or consolidations. However, management has
done extensive research on the Internet and determined that:
* The market is ready for our type of service;
* No direct competition in our niche exists - we could not find an
equivalent product targeting the small business segment;
* The technological challenges are surmountable; and
* The cost of implementation and delivery of service is modest for a
company of our size.
We filed a Registration Statement on Form S-1 (File No. 333-156480) (the
"Registration Statement") with the United States Securities and Exchange
Commission (the "SEC") to register our offering of a minimum of 400,000 (the
"Minimum Shares") and a maximum of 600,000 (the "Maximum Shares") shares of our
common stock (the "Shares") at an offering price of $0.10 per share (the
Offering"). The Registration Statement was declared effective by the SEC on
February 12, 2009.
Our directors have already begun discussions with legal counsel, transfer agent
and a Certified Public Accounting firm to ensure that we will meet all the
compliance and disclosure requirements of being a public company. An office
space has been located in a shared facility that offers us room to grow if the
need arises within year two and going forward.
EXPENDITURES
The following chart provides an overview of our budgeted expenditures by
significant area of activity over the twelve months after the Offering is
completed.
Minimum Average Maximum
------- ------- -------
Accounting & Legal $ 8,000.00 $ 8,000.00 $ 8,000.00
Transfer Agent $ 2,500.00 $ 2,500.00 $ 2,500.00
Server Leasing & hosting $ 3,100.00 $ 3,100.00 $ 3,100.00
Additional Data Traffic $ 400.00 $ 400.00 $ 400.00
Product Development $14,900.00 $17,250.00 $19,400.00
Telephone $ 200.00 $ 200.00 $ 200.00
Web hosting $ 60.00 $ 60.00 $ 60.00
Corporate and marketing collateral $ 2,450.00 $ 2,450.00 $ 2,450.00
Marketing $ 3,000.00 $ 6,000.00 $13,000.00
Sales Support Staff $ 0.00 $ 2,800.00 $ 2,800.00
Office Equipment $ 1,200.00 $ 2,000.00 $ 2,000.00
Office Rental $ 2,280.00 $ 2,280.00 $ 2,280.00
Office Supplies $ 1,200.00 $ 1,600.00 $ 1,800.00
Misc. Expenditure $ 7,100.00 $ 1,360.00 $ 2,010.00
---------- ---------- ----------
TOTAL $40,000.00 $50,000.00 $60,000.00
========== ========== ==========
11
MILESTONES
Below is a brief description of our planned activities which we expect to
commence immediately after the Offering is completed and the proceeds have been
received and accepted.
MONTHS 1 TO 3
* hire a software development contractor and start work on the overall
product design;
* complete the development of specifications and the high level design
for the product;
* sign an agreement with a web hosting company;
* hire a graphic web interface designer;
* launch an "information only" web site;
* sign an agreement with a data center for the lease and co-location of
computer server; and
* move into shared office space and buy office supplies.
MONTHS 4 TO 6
* Finalize corporate and marketing materials, such as brochures, letter
heads, email and letter templates, and the like.
* finalize the work on the web interfaces and the feel and look of the
website;
* work with the contractor on the development of the website and
software;
* review targeted "milestones" and adjust workloads, if necessary;
* commence the Google Adwords advertising campaign to attract potential
video store owners;
* prepare marketing contracts for the video store owners; and
* monitor the hits on our web site and arrange for follow up with
marketing contacts.
MONTHS 7 TO 9
* Continue work on all development of all portals;
* evaluate online ads, increase the frequency and monitor results
weekly;
* begin work on training documentation for the video store owners;
* review targeted "milestones" timetable and adjust workload, if
necessary; and
* begin discussions with four to six prospective beta customers for
testing.
MONTHS 10 TO 12
* Complete development of website, software and all intended features
and functions;
* conduct our Beta trial and complete modifications to our product
trials with several beta customers;
* correct any detected discovered defects;
* interview and hire sales support staff to start work in month eleven;
* promote the upcoming official of our site in Google online ads; and
* launch the product in month 12.
12
PURCHASE OR SALE OF EQUIPMENT
We have not purchased or sold, and we do not expect over the next twelve months
to purchase or sell, any plants or significant equipment.
REVENUES
We had no revenues for the period from December 18, 2007 (date of inception)
through March 31, 2009. We believe that we will be able to commence the
marketing of our website immediately following the public launch of our
completed product, which will be approximately twelve months following the
completion of the Offering. We expect to begin generating revenues approximately
three months following the public launch of our product.
LIQUIDITY AND CAPITAL RESOURCES
From inception on December 18, 2007, our principal capital resources have been
acquired through the issuance of shares of our common stock. At March 31, 2009,
we had a working capital deficiency of $1,065, total assets of $10,910 which
included cash of $10,040, and total liabilities of $11,975.
In the opinion of our management, additional funding is required to meet our
development goals for the next twelve months. The estimated funding we require
during the next twelve month period is between $40,000 (upon closing of the
Minimum Shares) and $60,000 (upon sale of the Maximum Shares), which is the
amount we expect to raise in the Offering. These estimated expenditures are
described in detail above under "Expenditures." The Offering commenced
immediately following the effective date of the Registration Statement, on
February 12, 2009, and will continue for a period of 180 days, or until the
minimum level of funding have been raised. We have not yet closed the sale of
the Minimum Shares, and there can be no assurance that we will be able to do so.
We may extend the Offering for an additional 90 days, at our sole discretion.
The length of time during which we will be able to satisfy our cash requirements
depends on how quickly our Company can generate revenue and how much revenue can
be generated. We estimate that our current cash balance of $10,040 will be
extinguished by April 2009 provided we do not have any unanticipated expenses.
Although there can be no assurance at present, we hope to be in a position to
generate revenues beginning approximately three months following the launch of
our website or approximately fifteen months from the completion of the Offering.
We have not yet generated any revenue from our operations. We will require
additional funds to implement our plans. These funds may be raised through
equity financing, debt financing, or other sources, which may result in the
dilution in the equity ownership of our shares. We will also need more funds if
the costs of the development of our website costs greater than we have budgeted.
We will also require additional financing to sustain our business operations if
we are not successful in earning revenues. We currently do not have any
arrangements, following the Offering, for further financing and we may not be
able to obtain financing when required. Our future is dependent upon our ability
to obtain further financing, the successful development of our website, a
successful marketing and promotion program, attracting and, further in the
future, achieving a profitable level of operations. The issuance of additional
equity securities by us could result in a significant dilution in the equity
interests of our current stockholders. Obtaining commercial loans, assuming
those loans would be available, will increase our liabilities and future cash
commitments.
There are no assurances that we will be able to obtain further funds required
for our continued operations. As widely reported, the global and domestic
financial markets have been extremely volatile in recent months. If such
conditions and constraints continue, we may not be able to acquire additional
funds either through credit markets or through equity markets. Even if
additional financing is available, it may not be available on terms we find
favorable. At this time, there are no anticipated sources of additional funds in
place. Failure to secure the needed additional financing will have an adverse
effect on our ability to remain in business.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
13
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 4T. CONTROLS AND PROCEDURES.
As required by Rule 13a-15 under the Securities Exchange Act of 1934, as
amended, (the "Exchange Act") as of the end of the period covered by this
quarterly report, being March 31, 2009, we have carried out an evaluation of the
effectiveness of the design and operation of our Company's disclosure controls
and procedures. This evaluation was carried out under the supervision and with
the participation of our Company's management, including our Company's president
(principal executive officer) and chief financial officer (principal accounting
officer). Based upon that evaluation, our Company's president along with our
Company's chief financial officer concluded that our Company's disclosure
controls and procedures are effective as at the end of the period covered by
this report. There have been no changes in our Company's internal controls that
occurred during our most recent fiscal quarter that have materially affected, or
are reasonably likely to materially affect our internal controls subsequent to
the date we carried our evaluation.
Disclosure controls and procedures are procedures that are designed to ensure
that information required to be disclosed in our reports filed or submitted
under the Exchange Act is recorded, processed, summarized and reported, within
the time period specified in the Securities and Exchange Commission's rules and
forms. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed in
our reports filed under the Exchange Act is accumulated and communicated to
management, including our president and chief financial officer as appropriate,
to allow timely decisions regarding required disclosure.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We know of no material, active or pending legal proceedings against our company,
nor are we involved as a plaintiff in any material proceeding or pending
litigation. There are no proceedings in which any of our directors, officers or
affiliates, or any registered or beneficial shareholder, is an adverse party or
has a material interest adverse to our interest.
ITEM 1A. RISK FACTORS.
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
14
ITEM 6. EXHIBITS.
Exhibit Description
- ------- -----------
3.1 Articles of Incorporation of Registrant (incorporated by reference
to Exhibit 3.1 to our Registration Statement on Form S-1 (File No.
333-156480) filed December 29, 2008).
3.2 Bylaws of Registrant (incorporated by reference to Exhibit 3.2 to
our Registration Statement on Form S-1 (File No. 333-156480) filed
December 29, 2008).
4.1 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to our Registration Statement on Form S-1 (File No.
333-156480) filed December 29, 2008).
10.1 Subscription Agreement dated August 12, 2008 between Surf A Movie
Solutions Inc. and Ufuk Turk (incorporated by reference to Exhibit
10.1 to our Registration Statement on Form S-1 (File No. 333-156480)
filed December 29, 2008).
10.2 Subscription Agreement dated August 12, 2008 between Surf A Movie
Solutions Inc. and Fadi Zeidan (incorporated by reference to Exhibit
10.2 to our Registration Statement on Form S-1 (File No. 333-156480)
filed December 29, 2008).
10.3 Form of Subscription Agreement to be entered into in connection with
the Offering (incorporated by reference to Exhibit 10.3 to our
Registration Statement on Form S-1/A (File No. 333-156480) filed
February 5, 2009).
31.1 Certification of Principal Executive Officer and Principal Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer and Principal Financial
Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
15
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.
SURF A MOVIE SOLUTIONS INC.
By: /s/ Fadi Zeidan
-------------------------------------------------------------------
Fadi Zeidan, President, Secretary, Treasurer and Director
(on behalf of the Registrant and as the Principal Executive Officer
Principal Financial Officer and Principal Accounting Officer)
Date: May 14, 2009
16
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
3.1 Articles of Incorporation of Registrant (incorporated by reference
to Exhibit 3.1 to our Registration Statement on Form S-1 (File No.
333-156480) filed December 29, 2008).
3.2 Bylaws of Registrant (incorporated by reference to Exhibit 3.2 to
our Registration Statement on Form S-1 (File No. 333-156480) filed
December 29, 2008).
4.1 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to our Registration Statement on Form S-1 (File No.
333-156480) filed December 29, 2008).
10.1 Subscription Agreement dated August 12, 2008 between Surf A Movie
Solutions Inc. and Ufuk Turk (incorporated by reference to Exhibit
10.1 to our Registration Statement on Form S-1 (File No. 333-156480)
filed December 29, 2008).
10.2 Subscription Agreement dated August 12, 2008 between Surf A Movie
Solutions Inc. and Fadi Zeidan (incorporated by reference to Exhibit
10.2 to our Registration Statement on Form S-1 (File No. 333-156480)
filed December 29, 2008).
10.3 Form of Subscription Agreement to be entered into in connection with
the Offering (incorporated by reference to Exhibit 10.3 to our
Registration Statement on Form S-1/A (File No. 333-156480) filed
February 5, 2009).
31.1 Certification of Principal Executive Officer and Principal Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer and Principal Financial
Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.