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| x |
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
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SURF A MOVIE SOLUTIONS INC.
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(Exact name of
registrant
as specified in its charter)
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Nevada
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26-1973257
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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#149, 19744 Beach Boulevard
Huntington Beach, CA, 92648
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(Address of principal executive offices)
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(714) 475-3516
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(Registrant’s telephone number, including area code
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N/A
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(Former name, former address and former fiscal year, if changed since last report)
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| Large accelerated filer o | Accelerated filer o | |
| Non-accelerated filer o (Do not check if smaller reporting company) | Smaller reporting company þ |
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Page
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| Item 1. |
Financial Statements - Unaudited
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3-6 | |||
| Item 2. |
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
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7 | |||
| Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
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13 | |||
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|||||
| Item 4T. |
Controls and Procedures
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13 | |||
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| Item 1. |
Legal Proceedings
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14 | |||
| Item 1A. |
Risk Factors
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14 | |||
| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds
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14 | |||
| Item 3. |
Defaults Upon Senior Securities
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14 | |||
| Item 4. |
Submission of Matters to a Vote of Security Holders
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14 | |||
| Item 5. |
Other Information
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14 | |||
| Item 6. |
Exhibits
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15 | |||
| Signatures | 16 | ||||
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June 30,
2012
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September 30,
2011
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|||||||
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Assets
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Cash
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$ | 6,455 | $ | 4,840 | ||||
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Prepaid expenses
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3,268 | 2,768 | ||||||
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Total Assets
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$ | 9,723 | $ | 7,608 | ||||
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Liabilities and Stockholders’ Equity (Deficit)
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||||||||
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Current Liabilities
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Accounts payable and accrued liabilities
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$ | 11,353 | $ | 14,284 | ||||
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Due to related party
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19,000 | - | ||||||
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Total Liabilities
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30,353 | 14,284 | ||||||
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Stockholders’ Equity (Deficit)
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||||||||
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Common stock authorized –
50,000,000 common shares with a par value of $0.001
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Common stock issued and outstanding –
4,410,000 common shares as of June 30, 2012 and September 30, 2011 respectively
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4,410 | 4,410 | ||||||
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Additional paid in capital
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56,590 | 56,590 | ||||||
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Deficit accumulated in the development stage
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(81,630 | ) | (67,676 | ) | ||||
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Total Stockholders’ Equity (Deficit)
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(20,630 | ) | 6,676 | |||||
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Total Liabilities and Stockholders’ Equity (Deficit)
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$ | 9,723 | $ | 7,608 | ||||
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Three
Months Ended
June 30,
2012
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Three
Months Ended
June 30,
2011
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Nine
Months Ended
June 30,
2012
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Nine
Months Ended
June 30,
2011
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Period
from
Inception
(
Dec. 17, 2007
) to
June 30,
2012
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Expenses:
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||||||||||||||||||||
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General and administrative
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$ | 6,612 | $ | 2,530 | $ | 13,954 | $ | 8,822 | $ | 81,630 | ||||||||||
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Total expenses
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(6,612 | ) | (2,530 | ) | (13,954 | ) | (8,822 | ) | (81,630 | ) | ||||||||||
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Net (loss)
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$ | (6,612 | ) | $ | (2,530 | ) | $ | (13,954 | ) | $ | (8,822 | ) | $ | (81,630 | ) | |||||
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Basic and diluted (loss) per common share
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(0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||||||||
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Weighted average number of common shares outstanding
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4,410,000 | 4,410,000 | 4,410,000 | 4,410,000 | ||||||||||||||||
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Nine Months
Ended
June 30,
2012
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Nine Months
Ended
June 30,
2011
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Period
from
Inception
(
Dec. 17, 2007
) to
June 30,
2012
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Cash flows from (used in) operating activities
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Net (loss)
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$ | (13,954 | ) | $ | (8,822 | ) | $ | (81,630 | ) | |||
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Adjustments to reconcile net loss to net cash used in operating activities:
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||||||||||||
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Changes in operating assets and liabilities:
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||||||||||||
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Prepaid expenses
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(500 | ) | 232 | (3,268 | ) | |||||||
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Accounts payable and accrued liabilities
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(2,931 | ) | (400 | ) | 11,353 | |||||||
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Net cash used in operating activities
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(17,385 | ) | (8,990 | ) | (73,545 | ) | ||||||
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Cash flows from financing activities
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Due to related party
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19,000 | - | 19,000 | |||||||||
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Sale of stock
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- | - | 61,000 | |||||||||
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Net cash provided by financing activities
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19,000 | - | 80,000 | |||||||||
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Net change in cash
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1,615 | (8,990 | ) | 6,455 | ||||||||
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Cash, beginning of period
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4,840 | 17,470 | - | |||||||||
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Cash, end of period
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$ | 6,455 | $ | 8,480 | $ | 6,455 | ||||||
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·
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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.
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·
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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.
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·
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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.
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·
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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.
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·
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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.
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·
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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.
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·
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The market is ready for our type of service;
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No direct competition in our niche exists - we could not find an equivalent product targeting the small business segment;
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The technological challenges are surmountable; and
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·
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The cost of implementation and delivery of service is modest for a company of our size.
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Accounting & Legal
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$ | 8,000 | ||
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Transfer Agent
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$ | 2,500 | ||
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Server Leasing & hosting
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$ | 3,100 | ||
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Additional Data Traffic
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$ | 400 | ||
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Product Development
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$ | 10,900 | ||
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Telephone
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$ | 200 | ||
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Web hosting
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$ | 60 | ||
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Corporate and marketing collateral
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$ | 2,450 | ||
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Marketing
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$ | 3,000 | ||
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Sales Support Staff
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$ | 4,000 | ||
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Office Equipment
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$ | 1,200 | ||
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Office Rental
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$ | 2,280 | ||
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Office Supplies
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$ | 1,200 | ||
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Misc. Expenditure
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$ | 7,100 | ||
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Total
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$ | 46,390 |
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Months 1 to 3
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●
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Finalize corporate and marketing materials, such as brochures, letter heads, email and letter templates, and the like.
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finalize the work on the web interfaces and the feel and look of the website;
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●
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work with the contractor on the development of the website and software;
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review targeted “milestones” and adjust workloads, if necessary;
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●
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commence the Google Adwords advertising campaign to attract potential video store owners;
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prepare marketing contracts for the video store owners; and
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monitor the hits on our web site and arrange for follow up with marketing contacts.
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Months 4 to 6
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Continue work on all development of all portals;
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evaluate online ads, increase the frequency and monitor results weekly;
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begin work on training documentation for the video store owners;
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review targeted “milestones” timetable and adjust workload, if necessary; and
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begin discussions with four to six prospective beta customers for testing.
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| Months 7 to 9 | |
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Complete development of website, software and all intended features and functions;
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conduct our Beta trial and complete modifications to our product trials with several beta customers;
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correct any detected discovered defects;
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interview and hire sales support staff to start work in month eleven;
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promote the upcoming official of our site in Google online ads; and
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| Months 10 to 12 | |
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Focus on the marketing and sale of our product
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Fixing bugs
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launch the product in month 12.
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Exhibit
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Description
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3.1
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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).
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3.2
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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).
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4.1
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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).
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10.1
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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).
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10.2
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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).
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10.3
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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).
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31.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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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.
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101.INS **
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XBRL Instance Document
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101.SCH **
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XBRL Taxonomy Extension Schema Document
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101.CAL **
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF **
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB **
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE **
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XBRL Taxonomy Extension Presentation Linkbase Document
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SURF A MOVIE SOLUTIONS INC.
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By:
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/s/ Fadi Zeidan | |
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Fadi Zeidan, President, Secretary, Treasurer and Director
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(on behalf of the Registrant and as the principal executive officer,
principal financial officer and principal accounting officer)
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| Date: July 26, 2012 | ||
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Exhibit
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Description
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3.1
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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).
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3.2
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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).
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4.1
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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).
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10.1
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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).
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10.2
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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).
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10.3
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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).
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31.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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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.
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101.INS **
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XBRL Instance Document
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101.SCH **
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XBRL Taxonomy Extension Schema Document
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101.CAL **
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF **
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB **
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE **
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XBRL Taxonomy Extension Presentation Linkbase Document
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|