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 December 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 [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 4,410,000 common shares issued and
outstanding as at February 12, 2010.
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
December 31, September 30,
2009 2009
-------- --------
(unaudited)
CURRENT ASSETS
Cash $ 33,367 $ 10,744
Prepaid expenses -- 120
-------- --------
Total Assets $ 33,367 $ 10,864
======== ========
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 4,821 $ 3,354
-------- --------
Total Liabilities 4,821 3,354
-------- --------
STOCKHOLDERS' EQUITY
Common stock authorized -
50,000,0000 common shares with a par value of $0.001
Common stock issued and outstanding -
4,410,000 & 4,000,000common shares, respectively 4,410 4,000
Additional paid in capital 56,590 16,000
Subscriptions received -- 16,000
Deficit accumulated in the development stage (32,454) (28,490)
-------- --------
Total Stockholders' Equity 28,546 7,510
-------- --------
Total Liabilities and Stockholders' Equity $ 33,367 $ 10,864
======== ========
The accompanying notes are an integral part of these financial statements
4
Surf A Movie Solutions Inc.
(A Development Stage Company)
Statement of Expenses
Period from
Three Months Three Months Inception
Ended Ended (December 17, 2007) to
December 31, December 31, December 31,
2009 2008 2009
---------- ---------- ----------
(unaudited) (unaudited) (unaudited)
Revenue $ -- $ -- $ --
Expenses:
General and administrative 3,964 8,351 32,454
---------- ---------- ----------
Net loss before income taxes (3,964) (8,351) (32,454)
Provision for income taxes -- -- --
---------- ---------- ----------
Net loss $ (3,964) $ (8,351) $ (32,454)
========== ========== ==========
Basic and diluted loss per common share (0.01) (0.00)
========== ==========
Weighted average number of common shares outstanding 4,271,848 4,000,000
========== ==========
The accompanying notes are an integral part of these financial statements
5
Surf A Movie Solutions Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
For the period from Inception (December 18, 2007) to December 31, 2009
(unaudited)
Deficit
Accumulated
Common Shares Additional During
Issued Paid In Subscriptions Development
Shares Amount Capital Issuable Stage Equity
------ ------ ------- -------- ----- ------
Balance, December 18, 2007 (inception) -- $ -- $ -- $ -- $ -- $ --
Shares issued to founder on
Dec 18, 2008 @ $0.005 per share 4,000,000 4,000 16,000 -- -- 20,000
Net Loss -- -- -- -- (5,874) (5,874)
--------- ------- -------- -------- --------- --------
Balance, September 30, 2008 4,000,000 4,000 16,000 -- (5,874) 14,126
Subscriptions received -- -- -- 16,000 -- 16,000
Net Loss -- -- -- -- (22,616) (22,616)
--------- ------- -------- -------- --------- --------
Balance, September 30, 2009 4,000,000 4,000 16,000 16,000 (28,490) 7,510
Private placement closed on October
31, 2009 @ $0.10 per share 410,000 410 40,590 (16,000) -- 25,000
Net (Loss) -- -- -- -- (3,964) (3,964)
--------- ------- -------- -------- --------- --------
Balance, December 31, 2009 4,410,000 $ 4,410 $ 56,590 $ -- $ (32,454) $ 28,546
========= ======= ======== ======== ========= ========
The accompanying notes are an integral part of these financial statements
6
Surf A Movie Solutions Inc.
(A Development Stage Company)
Statement of Cash Flows
Period from
Three Months Three Months Inception
Ended Ended (December 17, 2007) to
December 31, December 31, December 31,
2009 2008 2009
-------- -------- --------
(unaudited) (unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (3,964) $ (8,351) $(32,454)
Adjustments to reconcile net loss to net
cash used in operating activities:
Prepaid expenses 120 2,540 --
Accounts payable and accrued liabilities 1,467 2,966 4,821
-------- -------- --------
Net cash used in operating activities (2,377) (2,815) (27,633)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Subscriptions received for private placement 25,000 -- 25,000
Subscription issuable 16,000
Sale of stock -- -- 20,000
-------- -------- --------
Net cash from financing activities 25,000 -- 61,000
-------- -------- --------
Net change in cash 22,623 (2,815) (33,367)
Cash, beginning of period 10,744 16,280
-------- -------- --------
Cash, end of period $ 33,367 $ 13,465 $ 33,367
======== ======== ========
The accompanying notes are an integral part of these financial statements
7
Surf A Movie Solutions Inc.
(A Development Stage Company)
Notes to Unaudited Financial Statements
December 31, 2009
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Surf a Movie
Solutions 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, and should be read in conjunction with the audited
financial statements and notes thereto contained in Surf a Movie Solution's
Annual Report filed with the SEC on Form 10-K. 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
periods presented have been reflected herein. The results of operations for
interim periods are not necessarily indicative of the results to be expected for
the full year. Notes to the financial statements which would substantially
duplicate the disclosure contained in the audited financial statements for
fiscal 2009 as reported in the form 10-K have been omitted.
NOTE 2 - GOING CONCERN
These financial statements have been prepared on a going concern basis. As of
December 31, 2009, Surf a Movie Solutions has not generated any revenue since
inception and has accumulated losses .The continuation of Surf a Movie Solutions
as a going concern is dependent upon the continued financial support from its
shareholders, the ability to obtain necessary equity financing to continue
operations, and the attainment of profitable operations. These factors raise
substantial doubt regarding Surf a Movie Solutions' ability to continue as a
going concern.
NOTE 3 - COMMON STOCK
During the period, the company issued 4,410, 000 common shares for total
proceeds of $25,000.
NOTE 4 - SUBSEQUENT EVENTS
Surf a Movie Solutions evaluated all events subsequent to December 31, 2009
through the date of filing and concluded that there are no significant or
material transactions to be reported.
8
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 Nevada on December 18, 2007. Since our inception , we
have engaged in the development of video applications.
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 December
31, 2009, we have incurred accumulated net losses during the development stage
of $32,454. As of December 31, 2009, we had $33,367 in current assets and
current liabilities of $4,821.
9
RESULTS OF OPERATIONS
From the date of our incorporation on December 18, 2007 to December 31 2009, we
have been a development stage company that has generated minimal revenues.
THREE MONTH PERIOD ENDED DECEMBER 31, 2009 COMPARED WITH THE PERIOD THREE MONTH
PERIOD ENDED DECEMBER 31, 2008.
We experienced a net loss of $3,964 for the three month period ended December
31, 2009 compared to operating losses of $8,351 for the three month period ended
December 31, 2008 and Deficit accumulated in the development stage $32,454. The
principal component of the decrease was due to the decrease in accounting and
audit fees that we incurred relating to our efforts in becoming a public company
last year.
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 (between January, 2010 and
December 31, 2010) are to:
* CHOOSE A SOFTWARE DEVELOPMENT CONTRACTOR: We are in negotiations with
several software contractors for the development of our website and
related software. We have requested bids or quotations from several
potential candidates. We expect to select a contractor to work with by
the middle of February. Our final choice will be based on the
combination of competitive price, experience, ability to meet
deadlines and stay within a budget.
* DEVELOP 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.
* SELECT A DATA CENTER TO LEASE SERVERS FROM AND TO HOST OUR
INFRASTRUCTURE: 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 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.
10
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.
* DEVELOP SURF A MOVIE WEBSITE: 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.
* DEVELOP THE CUSTOMER PORTAL: 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.
* DEVELOP THE STORE OWNERS' PORTAL: 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.
* DEVELOP SURF A MOVIE'S ADMINISTRATIVE PORTAL: 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.
* IMPLEMENT A 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.
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
11
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 offering generated 37 new share holders who subscribed
for a total of 410,000 shares. We have closed our offering on October 23, 2009.
We have retained Routh Stock Transfer Inc. of, 5700 West Plano Pkwy, Ste 1000,
Plano Texas, 75093 as our Transfer Agent.
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 starting January 1, 2010.
Accounting & Legal $ 8,000
Transfer Agent $ 2,500
Server Leasing & hosting $ 3,100
Additional Data Traffic $ 400
Product Development $14,900
Telephone $ 200
Web hosting $ 60
Corporate and marketing collateral $ 2,450
Marketing $ 3,000
Sales Support Staff $ 0
Office Equipment $ 1,200
Office Rental $ 2,280
Office Supplies $ 1,200
Misc. Expenditure $ 7,100
-------
TOTAL $40,000
=======
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;
12
* 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.
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 December 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.
13
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 December 31,
2009, we had a working capital of $28,546, total assets of $33,367 which
included cash of $33,367, and total liabilities of $4,821.
In the opinion of our management, additional funding may be required to meet our
development goals for the next twelve months. The estimated funding we require
during the next twelve month period is $40,000. These estimated expenditures are
described in detail above under "Expenditures."
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 $33,367 will be
extinguished by September 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 April 2011.
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.
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 December 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.
14
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.
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).
15
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.
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: February 12, 2010
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.