Law Offices of Thomas E. Puzzo, PLLC
3823 44th Ave. NE
Seattle, Washington 98105
Telephone: (206) 522-2256 / Facsimile: (206) 260-0111
Writer's e-mail: tpuzzo@msn.com
Writer's cell: (206) 412-6868
September 21, 2012
VIA EDGAR
Linda Cvrkel
Branch Chief
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Surf a Movie Solutions Inc.
Amendment No. 1 to Form 10-K for the year ended September 30, 2011
Filed September 21, 2012
File No. 000-53855
Dear Ms. Cverkel:
Pursuant to the Staff's comment letter dated September 7, 2012, we
respectfully submit this letter on behalf of our client, the Company.
Amendment No. 1 to the Company's Form 10-K was filed with the Securities
and Exchange Commission (the "Commission") via EDGAR on September 21, 2012.
The Staff's comments are reproduced in bold italics in this letter, and the
Company's responses to the Staff's comments follow each staff comment.
References to page numbers are made to the redlined Amendment No. 1 to the Form
10-K.
FORM 10-K FOR THE YEAR ENDED SEPTEMBER 30, 2011
ITEM 9. CONTROLS AND PROCEDURES
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING, PAGE 30
1. WE NOTE YOUR DISCLOSURE THAT YOUR FORM 10-K DOES NOT INCLUDE A REPORT OF
MANAGEMENT'S ASSESSMENT REGARDING INTERNAL CONTROL OVER FINANCIAL REPORTING
DUE TO A TRANSITION PERIOD ESTABLISHED BY RULES OF THE SEC FOR NEWLY PUBLIC
COMPANIES. PLEASE NOTE THAT ALTHOUGH YOU ARE NOT REQUIRED TO HAVE AN
ATTESTATION REPORT DONE BY YOUR INDEPENDENT PUBLIC ACCOUNTING FIRM, YOU ARE
REQUIRED TO INCLUDE A REPORT OF MANAGEMENT'S ASSESSMENT REGARDING INTERNAL
CONTROL OVER FINANCIAL REPORTING IN YOUR FORM 10-K DUE TO THE PASSAGE OF
TIME SINCE YOUR INITIAL REGISTRATION STATEMENT AND THE NUMBER OF FORM 10-KS
FILED SINCE THAT INITIAL REGISTRATION STATEMENT. PLEASE REVISE BY AMENDING
YOUR FORM 10-K FOR THE YEAR ENDED SEPTEMBER 30, 2011 TO INCLUDE THIS REPORT
AS REQUIRED BY ITEM 308 OF REGULATION S-K.
Company response: The Company has included the report of management's assessment
regarding internal control over financial reporting on page 30 of the 10-K.
SIGNATURES, PAGE 37
2. PLEASE REVISE THE SECOND HALF OF YOUR SIGNATURE PAGE, FOLLOWING "IN THE
CAPACITIES INDICATED," TO INCLUDE THE SIGNATURE OF YOUR CONTROLLER OR
PRINCIPAL ACCOUNTING OFFICER. IF SOMEONE HAS SIGNED IN MORE THAN ONE
CAPACITY, INDICATE EACH CAPACITY IN WHICH HE HAS SIGNED. REFER TO FORM
10-K, GENERAL INSTRUCTIONS D.(2).
Company response: The Company has revised the second half of the signature page
of the Form 10-K in compliance with this comment.
EXHIBIT 31.1 SECTION 302 CERTIFICATION
3. PLEASE REVISE ITEM 4 OF YOUR SECTION 302 CERTIFICATION TO INCLUDE THE
LANGUAGE SET FORTH IN PARAGRAPH (B)(31) OF SECTION 601 OF REGULATION S-K IN
ITS ENTIRETY. IN THIS REGARD, SINCE MANAGEMENT IS REQUIRED TO PROVIDE A
REPORT ON ITS ASSESSMENT OF INTERNAL CONTROLS OVER FINANCIAL REPORTING IN
THE FORM 10-K, AS NOTED IN THE COMMENT ABOVE, ITEM 4 OF YOUR CERTIFICATION
SHOULD INCLUDE PARAGRAPH (B) WHICH CERTIFIES THAT YOU HAVE DESIGNED SUCH
INTERNAL CONTROLS OVER FINANCIAL REPORTING, OR CAUSED SUCH INTERNAL CONTROL
OVER FINANCIAL REPORTING TO BE DESIGNED UNDER YOUR SUPERVISION, TO PROVIDE
REASONABLE ASSURANCE REGARDING THE RELIABILITY OF FINANCIAL REPORTING AND
THE PREPARATION OF FINANCIAL STATEMENTS FOR EXTERNAL PURPOSES IN ACCORDANCE
WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. PLEASE REVISE BY FILING AN
AMENDED FORM 10-K FOR THE YEAR ENDED SEPTEMBER 30, 2011, ACCORDINGLY.
Company response: The Company has revised its Section 302 certification on
Exhibit 31.1 in compliance with this comment.
Additionally, attached hereto as Exhibit "A", please find the written
statement from the Company regarding the Company and its management being in
possession of all facts relating to the Company's disclosure, and that they are
responsible for the accuracy and adequacy of the disclosures they have made.
Please contact the undersigned with any questions, comments or other
communications to the Company.
Very truly yours,
/s/ Thomas E. Puzzo
---------------------------------------
Thomas E. Puzzo
2
EXHIBIT A
Surf a Movie Solutions Inc.
#149, 19744 Beach Boulevard
Huntington Beach, California 92648
September 20, 2012
VIA EDGAR
Linda Cvrkel
Branch Chief
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Surf a Movie Solutions Inc.
Amendment No. 1 to Form 10-K for the year ended September 30, 2011
Filed September 21, 2012
File No. 000-53855
Dear Ms. Cverkel:
Pursuant to the staff's comment letter dated April 5, 2011, Surf a Movie
Solutions Inc., a Nevada corporation (the "Company"), hereby acknowledges that:
* the Company is responsible for the adequacy and accuracy of the
disclosure in the referenced Current Report on Form 10-K and any
amendments thereto, including any definitive filing thereof;
* staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to
the filing; and
* the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Please contact our legal counsel, Thomas E. Puzzo, Esq., at (206) 522-2256, with
any questions, comments or other communications to the Company.
Very truly yours,
SURF A MOVIE SOLUTIONS INC.
/s/ Fadi Zeidan
--------------------------------------
Fadi Zeidan
President
3