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, 2010
[ ] 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 (I.R.S. Employer
of incorporation or organization) Identification No.)
#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 May 13, 2011.
TABLE OF CONTENTS
Page
----
PART I. Financial Information:
Item 1. Financial Statements - Unaudited 3
Item 2. Management's Discussion and Analysis of Financial Condition 9
and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk 14
Item 4T. Controls and Procedures 14
PART II. Other Information:
14
Item 1. Legal Proceedings
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 15
Item 5. Other Information 15
Item 6. Exhibits 15
Signatures 16
2
ITEM 1. FINANCIAL STATEMENTS
Surf A Movie Solutions Inc.
(A Development Stage Company)
Balance Sheets
(unaudited)
March 31, September 30,
2011 2010
-------- --------
CURRENT ASSETS
Cash $ 8,960 $ 17,470
Prepaid expenses 1,768 2,000
-------- --------
Total Assets $ 10,728 $ 19,470
======== ========
CURRENT LIABILITY
Accounts payable and accrued liabilities $ 8,104 $ 10,554
-------- --------
Total Liability 8,104 10,554
-------- --------
STOCKHOLDERS' EQUITY
Common stock authorized -
50,000,000 common shares with a par value of $0.001
Common stock issued and outstanding -
4,410,000 common shares 4,410 4,410
Additional paid in capital 56,590 56,590
Subscriptions received -- --
Deficit accumulated in the development stage (58,376) (52,084)
-------- --------
Total Stockholders' Equity 2,624 10,916
-------- --------
Total Liabilities and Stockholders' Equity $ 10,728 $ 19,470
======== ========
The accompanying notes are an integral part of these
unaudied financial statements
3
Surf A Movie Solutions Inc.
(A Development Stage Company)
Statement of Operations
(Unaudited)
Period from
Dec. 17, 2007
Three Months Three Months Six Months Six Months (Inception)
Ended Ended Ended Ended to
March 31, March 31, March 31, March 31, March 31,
2011 2010 2011 2010 2011
---------- ---------- ---------- ---------- ----------
Expenses:
General and administrative $ 4,557 $ 8,435 $ 6,292 $ 12,400 $ 58,376
---------- ---------- ---------- ---------- ----------
Net (loss) before income taxes (4,557) (8,435) (6,292) (12,400) (58,376)
Provision for income taxes -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Net (loss) $ (4,557) $ (8,435) $ (6,292) $ (12,400) $ (58,376)
========== ========== ========== ========== ==========
Basic and diluted (loss) per common share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
Weighted average number of common shares
outstanding 4,410,000 4,000,000 4,410,000 4,000,000
========== ========== ========== ==========
The accompanying notes are an integral part of these
unaudited financial statements
4
Surf A Movie Solutions Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
(Unaudited)
Deficit
Accumulated
Common Shares Additional During
----------------------- Paid In Subscriptions Development
Issued Shares Amount Capital Received 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) -- -- -- -- (23,594) (23,594)
--------- ------- -------- -------- -------- --------
Balance, September 30, 2010 4,410,000 4,410 56,590 -- (52,084) 8,916
Net (loss) -- -- -- -- (6,292) (6,292)
--------- ------- -------- -------- -------- --------
Balance, March 31, 2011 4,410,000 $ 4,410 $ 56,590 $ -- $(58,376) $ 6,624
========= ======= ======== ======== ======== ========
The accompanying notes are an integral part of these
unaudited financial statements
5
Surf A Movie Solutions Inc.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
Period
Six Months Six Months from Inception
Ended Ended (Dec. 17, 2007) to
March 31, March 31, March 31,
2011 2010 2011
-------- -------- --------
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Net (loss) $ (6,292) $(12,400) $(58,376)
(Increase) in prepaid expenses 232 (1,880) (1,768)
Increase in accounts payable (2,450) -- 8,104
-------- -------- --------
Increase (Decrease) in cash from operating activities (8,510) (14,280) (52,040)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Subscriptions received -- 25,000 --
Sale of stock -- -- 61,000
-------- -------- --------
Total Liability -- 25,000 61,000
-------- -------- --------
Net change in cash (8,510) 10,720 8,960
Cash, beginning of period 17,470 10,744 --
-------- -------- --------
Cash, end of period $ 8,960 $ 21,464 $ 8,960
======== ======== ========
The accompanying notes are an integral part of these
unaudited financial statements
6
Surf A Movie Solutions Inc.
(A Development Stage Company)
Notes to the Unaudited Financial Statements
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Surf a Movie
Solutions (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, 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 2010 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, 2010, 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 - SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING BASIS
These financial statements are prepared on the accrual basis of accounting in
conformity with accounting principles generally accepted in the United States of
America.
FINANCIAL INSTRUMENTS
The Company's financial instruments consist of amount accounts payable and
accrued liabilities.
It is management's opinion that the Company is not exposed to significant
interest, currency or credit risks arising from its other financial instruments
and that their fair values approximate their carrying values except where
separately disclosed.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles of the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the year.
The more significant areas requiring the use of estimates include asset
impairment, stock-based compensation, and future income tax amounts. Management
bases its estimates on historical experience and on other assumptions considered
to be reasonable under the circumstances. However, actual results may differ
from the estimates.
7
Surf A Movie Solutions Inc.
(A Development Stage Company)
Notes to the Unaudited Financial Statements
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
LOSS PER SHARE
Net income (loss) per common share is computed based on the weighted average
number of common shares outstanding and common stock equivalents, if not
anti-dilutive. The Company has not issued any potentially dilutive common
shares.
Basic loss per share is calculated using the weighted average number of common
shares outstanding and the treasury stock method is used to calculate diluted
earnings per share. For the years presented, this calculation proved to be
anti-dilutive.
DIVIDENDS
The Company has not adopted any policy regarding payment of dividends. No
dividends have been paid during the period shown.
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 17, 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 17, 2007 (inception) to March 31,
2011, we have incurred accumulated net losses during the development stage of
$58,376. As of March 31, 2011, we had $10,728 in current assets and current
liabilities of $8,104.
RESULTS OF OPERATIONS
From the date of our incorporation on December 17, 2007 to March 31, 2011, we
have been a development stage company that has generated minimal revenues.
9
THREE MONTHS PERIOD ENDED MARCH 31, 2011 COMPARED WITH THE PERIOD THREE MONTHS
PERIOD ENDED MARCH 31, 2010.
We experienced a net loss of $4,557 for the three months period ended March 31,
2011 compared to operating losses of $8,435 for the three months period ended
March 31, 2010 and deficit accumulated in the development stage $ 58,376.
SIX MONTHS PERIOD ENDED MARCH 31, 2011 COMPARED WITH THE PERIOD SIX MONTHS
PERIOD ENDED MARCH 31, 2010.
We experienced a net loss of $6,292 for the six months period ended March 31,
2011 compared to operating losses of $12,400 for the six months period ended
March 31, 2010 and deficit accumulated in the development stage $ 58,376.
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.
We are in the process of developing an "information only" web 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. A
preliminary web site is now available at www.surfamovie.com. As well, we have
retained the services of a software contractor for the development of our
product. Our choice was based on a combination of competitive price, experience,
ability to meet deadlines and stay within a budget. We are experiencing delays
in the development of our software.
We have finished the specification of the product and created the High-Level.
This part of our design work includes the specifications for the different
modules to be developed.
We have signed an agreement to lease servers in a data center. Our plan was to
lease one server for development starting July 2010 and another two servers for
production in December 2010. Our plans were delayed and we expect to lease the
development server no sooner than July 2011 and the production servers no sooner
than March 2012.
Our goals for approximately the next twelve months (between April 1, 2011 and
March 31, 2012) are to:
* 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. We have identified a web
designer for this task.
* 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. We have started the development
of this part of the product. We are however experiencing difficulty
with the video delivery part of the portal.
10
* 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.
We should note that we are running very late in our development schedule and
that we are running low on funding with little prospect of raising additional
capital.
ACTIVITIES TO DATE
We were incorporated in the State of Nevada on December 17, 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 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.
We have selected a company to lease and host our development and production
servers. As well, we have selected our development contractor. We have published
a preliminary web site for our company located at www.surfamovie.com and are
working on a more robust web site. We have finished the development of
Specifications and the High-Level Design of our product. As well, we have
commenced with the programming of the different elements of our products.
11
EXPENDITURES
The following chart provides an overview of our budgeted expenditures by
significant area of activity starting April 1, 2011.
Accounting & Legal $ 8,000
Transfer Agent $ 2,500
Server Leasing & hosting $ 3,100
Additional Data Traffic $ 400
Product Development $10,900
Telephone $ 200
Web hosting $ 60
Corporate and marketing collateral $ 2,450
Marketing $ 3,000
Sales Support Staff $ 4,000
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 over the next 12 months
starting April 1, 2011.
MONTHS 1 TO 3
* 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 4 TO 6
* 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.
12
MONTHS 7 TO 9
* 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;
o promote the upcoming official of our site in Google online ads; and
* launch the product in month 12.
MONTHS 10 TO 12
* Focus on the marketing and sale of our product
* Fixing bugs
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 17, 2007 (date of inception)
through March 31, 2011. At this point, the development of our product is late
and we do not have sufficient resources to complete the product without
additional capital. We expect to begin generating revenues approximately three
months following the public launch of our product.
LIQUIDITY AND CAPITAL RESOURCES
From inception on December 17, 2007, our principal capital resources have been
acquired through the issuance of shares of our common stock. At March 31, 2011,
we had a working capital of $2,624, total assets of $10,728 which included cash
of $8,960, and total liabilities of $8,104.
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 $8,960 will be
extinguished by June 2011 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 by March 2012.
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.
13
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, 2010, 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 not 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.
14
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).
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 13, 2011
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.
17