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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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| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o | Smaller reporting company | x |
| (Do not check if smaller reporting company) |
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Page
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| Item 1. |
Financial Statements - Unaudited
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3 | |||
| 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. |
Mine Safety Disclosures
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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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March 31,
2013
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September 30,
2012
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|||||||
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Assets
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||||||||
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Cash
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$ | 10,424 | $ | 4,963 | ||||
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Prepaid expenses
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3,268 | 3,268 | ||||||
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Total Assets
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$ | 13,692 | $ | 8,231 | ||||
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Liabilities
and Stockholders’ Deficit
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||||||||
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Accounts payable and accrued liabilities
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$ | 13,504 | $ | 16,130 | ||||
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Due to related party
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34,510 | 19,000 | ||||||
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Total Liability
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48,014 | 35,130 | ||||||
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Stockholders’
Deficit
(Note 4)
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||||||||
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Preferred stock authorized –
25,000,000 blank check preferred shares
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||||||||
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Common stock authorized –
325,000,000 common shares with a par value of $0.0001
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||||||||
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Common stock issued and outstanding –
220,500,000 common shares
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22,050 | 22,050 | ||||||
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Additional paid in capital
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38,950 | 38,950 | ||||||
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Deficit accumulated in the development stage
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(95,322 | ) | (87,899 | ) | ||||
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Total Stockholders’ Deficit
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(34,322 | ) | (26,899 | ) | ||||
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Total Liabilities and Stockholders’ Deficit
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$ | 13,692 | $ | 8,231 | ||||
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Three Months
Ended
March 31,
2013
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Three Months
Ended
March 31,
2012
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Six Months
Ended
March 31,
2013
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Six Months
Ended
March 31,
2012
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Period
from Inception
(
Dec. 17, 2007
) to
March 31,
2013
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||||||||||||||||
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Revenue
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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Expenses:
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||||||||||||||||||||
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General and administrative
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3,584 | 3,462 | 7,423 | 7,342 | 95,322 | |||||||||||||||
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Net (loss) before income taxes
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(3,584 | ) | (3,462 | ) | (7,423 | ) | (7,342 | ) | (95,322 | ) | ||||||||||
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Provision for income taxes
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- | - | - | - | - | |||||||||||||||
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Net (loss)
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$ | (3,584 | ) | $ | (3,462 | ) | $ | (7,423 | ) | $ | (7,342 | ) | $ | (95,322 | ) | |||||
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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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220,500,000 | 220,500,000 | 220,500,000 | 220,500,000 | ||||||||||||||||
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Six Months
Ended
March 31,
2013
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Six Months
Ended
March 31,
2012
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Period
from
Inception
(
Dec. 17, 2007
) to
March 31,
2013
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||||||||||
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Cash flows from (used in) operating activities
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||||||||||||
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Net (loss)
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$ | (7,423 | ) | $ | (7,342 | ) | $ | (95,322 | ) | |||
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(Increase) in prepaid expenses
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- | (5,000 | ) | (3,268 | ) | |||||||
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Increase in accounts payable
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(2,626 | ) | 2,420 | 13,504 | ||||||||
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Increase (Decrease) in cash from operating activities
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(10,049 | ) | (9,922 | ) | (85,086 | ) | ||||||
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Cash flows from financing activities
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||||||||||||
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Subscriptions received
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- | - | - | |||||||||
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Due to related party
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15,510 | 19,000 | 34,510 | |||||||||
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Sale of stock
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- | - | 61,000 | |||||||||
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Total Liability
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15,510 | 19,000 | 95,510 | |||||||||
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Net change in cash
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5,461 | 9,078 | 10,424 | |||||||||
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Cash, beginning of period
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4,963 | 4,840 | - | |||||||||
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Cash, end of period
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$ | 10,424 | $ | 13,918 | $ | 10,424 | ||||||
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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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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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Exhibit
|
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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Date: May 10, 2013
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By:
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/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) | |||
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Exhibit
|
Description
|
|
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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).
|
|
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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 **
|
XBRL Instance Document
|
|
|
101.SCH **
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL **
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF **
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB **
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
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101.PRE **
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
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 |
|---|