ITEM 1.
BUSINESS
ORGANIZATION WITHIN THE LAST FIVE YEARS
We were incorporated in the State of Nevada on December 18, 2007. Since the inception of our business on December 18, 2007, we have engaged in the development of video applications. The address of our principal executive office is #149, 19744 Beach Boulevard, Huntington Beach, California 92648.
Fadi Zeidan has served as our President, Treasurer and a Director from February 15, 2008, until the current date. Additionally, Mr. Zeidan has served as our Secretary since August 18, 2008. Ufuk Turk has served as a Director since February 15, 2008, until the current date. Our board of directors is comprised of two persons: Fadi Zeidan and Ufuk Turk.
We are authorized to issue 325,000,000 shares of common stock, par value $.0001 per share, and 25,000,000 shares of “blank check” preferred stock, par value $.0001 per share. On September 27, 2012, the Financial Industry Regulatory Authority, Inc. affected a 50-for-1 forward split of all the issued and outstanding common stock of the Company. All referenced to amounts of shares of common stock have been retroactively adjusted for all periods presented.
IN GENERAL
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 personal 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 launch their businesses and subsequently earn a portion of revenue from each downloaded video from their web site. We believe, although no assurance can be given, that this business model will establish a number of ongoing revenue streams that will contribute to our long-term growth.
We are a development stage company that has not generated any revenue and has had limited operations to date. From December 18, 2007 (inception) to September 30, 2012, we have incurred accumulated net losses of $87,899. As of September 30, 2012, we had $8,231 in current assets and $35,130 in current liabilities.
OUR SOFTWARE PRODUCT
We intend to develop software and infrastructure to enable our customers to set-up their own Internet-based video rental store, through which our customers’ clients will be able to rent a movie and download it to their computer to view it. We plan to use Microsoft’s Digital Rights Management (“DRM”) tool to protect videos from being pirated, copied by other users or played indefinitely. Once a customer subscribes to license an online video store through our site, a portal will automatically be created for them with which they can create their online video store. Customers wishing to sign up for our “turn-key” online video store will start with a basic model and be able to add optional services and customize their website based on the scope of the movie selection and volume of activity levels. Each online video store will include a template which will include the following:
* A home page that will highlight information such as movies chosen by the store owner, top ten movies, the available video categories, information about the video store company, etc.;
* Each video category will have its own home page, which can list the videos in alphabetical order, popularity or price. An optional recommendation list also will be displayed;
* Each page will have the store owner’s branding: the top of each page will be reserved for a banner that the video store owner chooses;
* A password protected log-in page will be available for the video store customers;
* Shopping Cart with PayPal link;
* Search function to browse the inventory by keyword;
* Video download instructions for the video store customers;
* Video upload instructions for the video store owner;
* Movie reviews;
* Newsletter that includes quarterly survey of competitor prices;
* Suggestions on how to attract online advertisers;
* Terms and Conditions & Privacy information;
* Information about Surf a Movie, Inc.;
* Email contact and optional telephone support;
* DRM software; and
* An administrative interface where the store owner can access sale and customer information. In this interface they will be able to build the store and add features and categories.
Our “turn-key” web site will allow the video store owner to add, edit and remove video descriptions in an easy to use format. Each web site will be modular in form allowing the web site owner to add as much or as little content as they like as well as add or delete sections or movie titles and other information.
HOME PAGE
The store owner will be able to choose from various designs for their home pages for their online stores. These pages will be customizable by the video store owner using their administrative interface.
TOP OF PAGE BANNER
Web pages use a variety of “top of page” banner spaces for brand name and corporate identification. The video store owner will be able to choose from several top of page formats that allow customization such as adjusting length of the banner across the page, the width of the banner, fonts and the option to have text only or the ability to insert a graphic image or icon.
SIGN-IN PAGE FOR THE VIDEO STORE CLIENTS
The sign-in page will feature a registration area for the new video store clients and login for existing clients. The login area will be password protected and will contain a “Forgot your Password” retrieval function. Once the subscriber signs in, he or she will be directed to his or her own web page where he or she can review previous selections and move onto browsing and ordering more movies. New clients will be required to register with the video store owner before making a purchase.
SHOPPING CART
We plan to use an open source code for our shopping cart that is available on the Internet at no cost in order to keep our own development costs within budget. “Open source” means that the source code for our site will be available to the general public for use and/or modification from our original design free of charge. The shopping cart will be integrated with the PayPal payment system. PayPal is recognized internationally as the global leader in secure online order processing. There are no set up fees and a graduated payment fee based on the level of business activity. Paypal will be the sole method of payment by video store customers for rental of their videos. We will collect all payments from the video store customers and deposit into the video store owner’s PayPal account an appropriate share of revenue on a monthly basis, less applicable costs.
ADD / DELETE CATEGORY
This section will allow the video store owner to add or delete category sections within the web site. Each category will be situated along the left hand column for ease of use by the video store owner.
SEARCH FUNCTION
The search function will allow the video store customer to search the content of the site. We plan to position a search window near the top of the page in the main viewing area of each web page. Search results will be displayed using a contemporary search engine that searches the content of the site including current inventory and the “Coming Soon” section.
VIDEO DOWNLOAD INSTRUCTIONS
When the video store customers decide to buy a movie, they will first be required to add it to their shopping cart. When they have completed their selections and made payment through PayPal, they will be able to proceed and download their selection. Step-by-step instructions will assist the customer in downloading and playing their selection.
VIDEO UPLOAD INSTRUCTIONS
Video store owners will be provided with video upload instructions to which they can refer when adding new content to their web site. Videos will be available only in Microsoft Media Player-compatible formats. This area will instruct the video store owner which type of video formats are compatible with our DRM software. It will also provide a step-by-step instruction for uploading movies.
The video store owner will be charged a monthly fee based on the amount of storage capacity they use for their inventory of online videos. Typically each full length movie requires 0.5-1 giga byte (“GB”) of storage capacity on the hard drive of our computer system (the exact amount of storage will depend on the length and resolution of the video). The cost to the video store owner to store one GB of storage will be $1.00 per month.
MOVIE REVIEWS
This is a popular choice with many online stores selling products to end users and is an optional feature that the video store owner may wish to include. Administrative functionality will allow the video store owner to add or delete movie reviews at their discretion.
TOP 10 DOWNLOADED VIDEOS AND MOVIES
An optional Top 10 list of downloaded videos and movies will be included. Many people expect to see this type of information to help guide them in the selection and browsing of online content. Administrative functionality will allow the video store owner to make changes to the list at any time, include hyperlinks that go directly to the full web page that can features a movie trailer or short video clip sample of the movie for the customer’s review.
TOP DOWNLOADED MOVIES BY CATEGORY
An optional section we will make available to the video store owner is the “Top Downloaded Videos” and/or “Movies by Category.” As with the other add-ons, this section includes administrative functions to add and delete content.
QUARTERLY NEWSLETTER
We will publish a Quarterly Newsletter that will be distributed free of charge to each video store owner that will discuss the latest and incoming features. The newsletter will also discuss techniques that will help drive more traffic to a video store owner’s web site. Additionally, our video store owner will be able to send out a periodic newsletter (not exceeding one per month) updating customers to and recent changes and new video arrivals. This newsletter will be sent to video store customers who elect to receive this service.
TERMS AND CONDITIONS
The Terms and Conditions section will appear at the bottom of the home page for every online video store. There will be rules which will prohibit video store owners from sharing their customer’s email address and other private contact information. An embedded link will direct inquires or complaints to our Company’s directors who will have the authority to revoke a video store owners’ license to operate an online video store with us. Video store customers will be provided with a notice that their privacy will not be compromised and to contact us directly if they feel this has been compromised or that the video store owner has engaged in any illegal or unethical activities.
EMAIL CONTACT AND OPTIONAL TELEPHONE SUPPORT
Our turn-key operation will include email contact information for the video store owner that they can display throughout the web site for customers and general inquiries.
An optional telephone support service will be available for those video store owners that would like to offer this service. We plan to outsource this function to an offshore company that can provide this type of customer service in modular blocks of 12 - 18 or 24 hour per day coverage, seven days a week. This will be an additional cost item and pricing will be based on the level of coverage the video store owner seeks. We have not finalized our pricing structure for this service as of yet and we have not included it in our financial projections.
TECHNICAL AND CUSTOMER CARE SECTION
Each store will come with a technical and customer support section. The technical support section will be the same for all stores. The customer support section is customizable by the store owner. This support section will have frequently asked questions, trouble shooting suggestions, and general information about the service.
DIGITAL RIGHTS MANAGEMENT SOFTWARE
We will use Microsoft DRM to protect the video content of our video store owner clients from piracy and to enforce viewing rules. This will protect the content of our video store owners and their partners from being pirated.
REPORTING
Our customers will have access in their portal to powerful reporting tools. They will be able to generate sales reports daily, weekly, monthly and on customized schedules. The video store owners will be able to determine their customers’ locations and their purchasing patterns. We believe this type of information will help determine the most advantageous marketing and sales channels.
Each video store owner will be required to set up a merchant account with PayPal.com, the same online order processing company that we plan to integrate with the shopping cart inside the online movie web sites. Video store owners will be charged a weekly fee for storage capacity of their online movie inventory. The video store owners will also receive, through PayPal, their revenue share generated from movie rental.
MARKETING & SALES STRATEGY
The use of Internet is continuing to evolve as a global platform for doing business. We believe our concept of having a turn-key style of business for online video stores is one that fits well with the emerging trends of e-commerce and the continuing growth of the World Wide Web. We intend to use a multi-prong strategy to reach our target audience. Our major focus in the first year will be to use Google Adwords program in order to drive traffic to our own web site.
Continuous updates to the home page of our web site will encourage web visitors to return over and over again. Another marketing tactic we will use will be to offer free online seminars on how to start and run an online video store. We will use a series of in-house press releases to the media to provide the details including date, times and how to sign up for free to attend web seminar. We will be able to use the home page of our web site to promote these seminars that will start in June 2011 and run once per quarter or more often if an increased level of interest in such seminars is demonstrated.
We also intend to develop an email distribution list. We will send our quarterly newsletter, major announcements and press releases to those on our list. Video store customers will also be able to receive the newsletter. We will also target web sites, blogs, discussion forums that are frequented by independent video producers.
We have started compiled a list of web sites, newsletters and magazines that are relevant to our industry.
OUR COMPETITION
Our analysis of the market suggests that the online movie download industry is an emerging market. Our research shows that there are several companies offering video rental on the Internet. Some of these online outlets (such as http://www.blockbuster.com, http://www.netflix.com/, http://www.zip.ca) rent programming and send them through the regular mail. These companies have either started offering video on demand service in 2010 or have plans to do so in 2011. This presents serious threats to our business as these businesses have significantly more resources than we do.
Other online outlets (such as http://www.bellvideostore.ca, http://www.blockbuster.com/download and http://www.real.com) offer movie and video rental with the rented programming downloaded to the customer’s computer. While these companies may be deemed to be direct competitors of our customers, we do not perceive such companies to be our competitors as they do not rent or sell their software or services to enable third parties to engage in this type of business. There are several companies (such as Akamai Technologies Inc.) that offer video hosting for customers. However, it does not offer a complete turn-key solution and are simply video storage services that cater to individuals and businesses who want to make their video available to the public.
SOURCES AND AVAILABILITY OF PRODUCTS AND SUPPLIES
There are no constraints on the sources or availability of products and supplies related to our business. We will be producing our own product, and the distribution of our product will be over the internet.
DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS
The nature of our product is such that it does not typically result in dependence on one or a few major customers. Our website will be available to the general public over the Internet. As our licensing fees for those who want to own an online video store, and our monthly rental charges will be priced for mass market consumption, we do not anticipate dependence on one or a few major customers for the foreseeable future.
PATENT, TRADEMARK, LICENSE & FRANCHISE RESTRICTIONS AND CONTRACTUAL OBLIGATIONS & CONCESSIONS
We have not entered into any franchise agreements or other contracts that have given, or could give rise to obligations or concessions. We have developed a software product and intend to protect our software product with copyright and trade secrecy laws. Beyond our trade name and our software product, we do not hold any other intellectual property.
EXISTING OR PROBABLE GOVERNMENT REGULATIONS
Existing government regulations governs the distribution of video content and copyrights. The Digital Millennium Copyright Act (the “DMCA”) is a United States copyright law that was signed in 1998 to extend the reach of copyright, while limiting the liability of the providers of on-line services for copyright infringement by their users. The DMCA criminalizes production and dissemination of technology, devices, or services intended to circumvent measures (commonly known as Digital Rights Management or DRM) that control access to copyrighted works. The DMCA further criminalizes the act of circumventing an access control, whether or not there is actual infringement of copyright laws itself and heightens the penalties for copyright infringement on the Internet.
DMCA Title II, the Online Copyright Infringement Liability Limitation Act (the “OCILLA”), creates a safe harbor for online service providers (OSPs, including ISPs) against copyright liability provided they adhere to and qualify for certain prescribed safe harbor guidelines. OCILLA requires such OSPs to promptly block access to material that allegedly infringes upon the copyrights of third parties (or remove such material from their systems) upon receipt of notification claiming infringement from a copyright holder or the copyright holder’s agent. OCILLA also includes a counter-notification provision that offers OSPs a safe harbor from liability to their users, if the material in fact does not infringe upon the copyrights of others.
We intend to fully comply, and will take the necessary measures to ensure that our customers also comply, with the provisions of DMCA. Further, when appropriate, we intend to avail of the safe harbor protection provided under the OCILLA.Due to the increasing popularity and use of the Internet, it is possible that a number of laws and regulations may be adopted with respect to the internet generally, covering issues such as user privacy, pricing, and characteristics and quality of products and services. Similarly, the growth and development of the market for internet commerce may prompt calls for more stringent consumer protection laws that may impose additional burdens on those companies conducting business over the Internet. The adoption of any such laws or regulations may decrease the growth of commerce over the Internet, increase our cost of doing business, or otherwise have a harmful effect on our business.
To date, governmental regulations have not materially restricted the use or expansion of the internet. However, the legal and regulatory environment that pertains to the Internet is uncertain and may change. New laws may cover issues that include:
* Sales and other taxes;
* User privacy;
* Pricing controls;
* Characteristics and quality of products and services;
* Consumer protection;
* Libel and defamation;
* Copyright, trademark and patent infringement; and/or
* Other claims based on the nature and content of internet materials.
These new laws may have an impact on our ability to market our products and services in accordance with our business plan.
RESEARCH AND DEVELOPMENT ACTIVITIES AND COSTS
We have plans to undertake certain research and development activities during the next twelve months of operation related to the development of the software and our website, which we anticipate will cost approximately $17,000. For a detailed description of our plans, see “Plan of Operation” in Item 7 below.
EMPLOYEES
We have no employees as we have been unable to secure sufficient financing to hire full time or part time staff. Our sole officer and two Directors provide services to us on an as-needed basis.
OUR EXECUTIVE OFFICES
Our executive offices are located at #204 - 1110 Finch Ave. West, Huntington Beach, California 92648.
ITEM 1A.
ITEM 1A.
RISK FACTORS
As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
ITEM 1B.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
ITEM 2.
PROPERTIES
Our current business address is #204 - 1110 Finch Ave. West, Huntington Beach, California 92648. We believe that this space is adequate for our current needs. Our telephone number is (714) 475-3516.
ITEM 3.
ITEM 3.
LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
ITEM 4.
ITEM 4.
MINE SAFETY DISCLOSURES.
None.
PART II
ITEM 5.
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS MARKET INFORMATION
Since May 17, 2010, our shares of common stock have been quoted on the OTC Bulletin Board and the OTCQB, under the stock symbol “SURF”. The following table shows the reported high and low closing bid prices per share for our common stock based on information provided by the OTCQB. The over-the-counter market quotations set forth for our common stock reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
HOLDERS
As of September 30, 2012 the Company had 220,500,000 shares of common stock issued and outstanding held by 8 holders of record.
DIVIDENDS
Historically, we have not paid any dividends to the holders of our common stock and we do not expect to pay any such dividends in the foreseeable future as we expect to retain our future earnings for use in the operation and expansion of our business.
TRANSFER AGENT
Our transfer agent is Island Stock Transfer at 15500 Roosevelt Boulevard, Suite 301, Clearwater, Florida 33760, and their telephone number is (727) 289-0010.
DIVIDENDS
Historically, we have not paid any dividends to the holders of our common stock and we do not expect to pay any such dividends in the foreseeable future as we expect to retain our future earnings for use in the operation and expansion of our business.
RECENT SALES OF UNREGISTERED SECURITIES
None.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We have not established any compensation plans under which equity securities are authorized for issuance.
PURCHASES OF EQUITY SECURITIES BY THE REGISTRANT AND AFFILIATED PURCHASERS
We did not purchase any of our shares of common stock or other securities during the year ended September 30, 2012.
ITEM 6.
ITEM 6.
SELECTED FINANCIAL DATA
As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
ITEM 7.
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
We generated no revenues during the fiscal years ended September 30, 2012 and 2011, and we have generated no revenues since December 18, 2007 (inception).
For the fiscal year ended September 30, 2012, we incurred expenses of $20,223, consisting solely of general and administrative costs. During the fiscal year ended September 30, 2011, we incurred expenses of $15,592 consisting solely of general and administrative costs.
We incurred net losses of $20,223 and $15,592 for the years ended September 30, 2012 and 2011, respectively. Our net loss since inception (September 25, 2007) through September 30, 2012 is $87,899. The following table provides selected financial data about our company for the years ended September 30, 2012 and 2011.
GOING CONCERN
Surf a Movie Solutions Inc. is a development stage company and currently has no operations. Our independent auditor has issued an audit opinion for Surf a Movie Solutions which includes a statement raising substantial doubt as to our ability to continue as a going concern.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at September 30, 2012 was $4,963 with $35,130 in outstanding liabilities. Total expenditures over the next 12 months are expected to be approximately $46,390. If we experience a shortage of funds prior to generating revenues from operations we may utilize funds from our directors, who have informally agreed to advance funds to allow us to pay for operating costs, however they have no formal commitment, arrangement or legal obligation to advance or loan funds to us. Management believes our current cash balance will not be sufficient to fund our operations for the next twelve months.
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 are delayed in our development schedule and we do not expect we will need the production servers till May 2013.
Our goals for approximately the next twelve months (between January 1, 2013 and December 31, 2013) 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.
* SURF A MOVIE WEBSITE DEVELOPMENT: 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.
* CUSTOMER PORTAL DEVELOPMENT: 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.
* STORE OWNERS PORTAL DEVELOPMENT: 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.
* SURF A MOVIE ADMINISTRATIVE PORTAL DEVELOPMENT: 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.
* 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.
EXPENDITURES
The following chart provides an overview of our budgeted expenditures by significant area of activity over the twelve months:
MILESTONES
Below is a brief description of our planned activities over the next 12 months, beginning January 1, 2013.
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.
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;
* 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
OFF BALANCE SHEET TRANSACTIONS
We have had no off balance sheet transactions.
SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment for the next twelve months.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 7A.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
ITEM 8.
ITEM 8.
FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Surf A Movie Solutions Inc.
(A Development Stage Company)
Huntington Beach, California
We have audited the accompanying balance sheets of Surf A Movie Solutions, Inc (a development stage company) (the “Company”) as of September 30, 2012 and 2011, and the related statements of expenses, stockholders’ deficit, and cash flows for the years then ended and the period from December 18, 2007 (inception) through September 30, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2012 and 2011 and the related results of its operations and its cash flows for the years then ended and the period from December 18, 2007 (inception) through September 30, 2012 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses from operation since inception. This factor raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ MaloneBailey, LLP
www.malone-bailey.com
Houston, Texas
December 21, 2012
Surf A Movie Solutions Inc.
(A Development Stage Company)
Balance Sheets
The accompanying notes are an integral part of these audited financial statements
Surf A Movie Solutions Inc.
(A Development Stage Company)
Statements of Expenses
The accompanying notes are an integral part of these audited financial statements
Surf A Movie Solutions Inc.
(A Development Stage Company)
Statement of Stockholders’ Equity
For the period from December 18, 2007 (Inception) through September 31, 2012
The accompanying notes are an integral part of these audited financial statements
Surf A Movie Solutions Inc.
(A Development Stage Company)
Statements of Cash Flows
The accompanying notes are an integral part of these audited financial statements
Surf A Movie Solutions Inc.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2012
Note 1 - Nature of Operations and Going Concern
Surf A Movie Solutions Inc. (the “Company”), incorporated in Nevada on December 18, 2007, is a development stage company engaged in the development, sales and marketing of online video stores. The Company is creating a “turn-key” solution to enable customers to open a video rental storefront on the Internet. A “turn-key” solution is an easy to use solution that includes all tools and features necessary to enable its customers to offer download-based video rental service and is intended to enable its customers to set-up their video store without the need for third party’s tools. The Company’s product will enable video store customers to download rented movies to their computers to be played using Microsoft Media Player. The product will be offered as a service hosted on the Company’s servers which will be located in a preferred data center in North America.
As shown in the accompanying financial statements, we have incurred net losses since. In addition, we have an accumulated deficit of $87,899 and a working capital deficit of $26,899 as of September 30, 2012. These conditions raise substantial doubt as to our ability to continue as a going concern. In response to these conditions, we may raise additional capital through the sale of equity securities, through an offering of debt securities or through borrowings from financial institutions or individuals. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Note 2 - Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States necessarily requires management to make estimates and assumptions that affect the amounts reported in the financial statements. We regularly evaluate estimates and judgments based on historical experience and other relevant facts and circumstances. Actual results could differ from those estimates.
Cash and cash equivalents
Cash equivalents are highly liquid investments with an original maturity of three months or less.
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.
Development Stage
The Company complies with Statement of Financial Accounting Standard ASC 915-15 and the Securities and Exchange Commission Exchange Act 7 for its characterization of the Company as development stage.
Surf A Movie Solutions Inc.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2012
Note 2 - Significant Accounting Policies (continued)
Loss Per Share
Net 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.
Income Taxes
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse.
We have net operating loss carry-forwards available to reduce future taxable income. Future tax benefits for these net operating loss carry-forwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that we will not realize a future tax benefit, a valuation allowance is established.
Note 3 - Stockholders’ Equity
On December 18, 2009, the company issued 200,000,000 common shares for total proceeds of $20,000.
On October 31, 2009, the Company issued 20,500,000 common shares for total proceeds of $41,000.
On September 1, 2012, the Company effected a forward split of 50 for 1of the issued and outstanding common stock. As a result the issued and outstanding stock increased to 220,500,000. The Company amended its articles of incorporation to increase the Company’s common stock authorized to 325,000,000 with a par value of $0.0001. All common shares amounts have been retroactively adjusted for all periods presented.
Note 4- Loan Payable-Related Party
As of September 30, 2012, the company owes $19,000 to its President. The loan bears no interest, is unsecured and is due on demand.
Surf A Movie Solutions Inc.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2012
Note 5 - Income Tax
Surf a movie uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During fiscal year 2012, Surf a Movie incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is $87,899 at September 30, 2012, and will expire in the year 2031.
As at September 30, 2012, deferred tax assets consisted of the following:
Note 6- Subsequent Events
On November 8, 2012, the Company borrowed $ 14,980 from its President. The loans bear no interest and the funds are due on demand.
ITEM 9.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
ITEM 9A.
ITEM 9A.
CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective as of September 30, 2012.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
As of September 30, 2012, management assessed the effectiveness of our internal control over financial reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the Company’s Chief Executive Officer and Chief Financial Officer and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in the United States of America and includes those policies and procedures that:
· Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;
· Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
· Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statement.
In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework. Based on that evaluation, completed only by Fadi Zeidan, our President, Secretary, Treasurer and Director, who also serves as our principal financial officer and principal accounting officer, Mr. Zeidan concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.
This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties consistent with control objectives; and (iii) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by Mr. Zeidan, our President, Secretary, Treasurer and Director, who also serves as our principal financial officer and principal accounting officer, in connection with the review of our financial statements as of September 30, 2012.
Management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.
There were no changes in the Company’s internal control over financial reporting that occurred during the fourth quarter of the year ended September 30, 2012 that have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B.
ITEM 9B.
OTHER INFORMATION.
MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS; AMENDMENT TO ARTICLES OF INCORPORATION AND SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On August 15, 2012, the board of directors the majority of voting power held by the stockholders of the Company, approved an amendment to the Company’s Articles of Incorporation (i) increasing the number of authorized shares of common stock from 50,000,000 to 300,000,000, (ii) creating 25,000,000 shares of “blank check” preferred stock, and (iii) effecting a fifty-for-one (50:1) forward split of the Company’s issued and outstanding shares of common stock.
The Financial Industry Regulatory Authority, Inc. acknowledged the 50:1 forward split of the Company’s issued and outstanding shares of common stock on September 27, 2012.
Under the laws of Nevada, the increase in the number of authorized shares of common stock from 50,000,000 to 325,000,000, and the creation of the 25,000,000 shares of “blank check” preferred stock became effective on September 6, 2012, when the Secretary of State of the State of Nevada accepted for filing a Certificate of Amendment. Under the laws of Nevada, the 50:1 forward split of the Company’s issued and outstanding shares of common stock became effective on September 10, 2012, when the Secretary of State of the State of Nevada accepted for filing a Certificate of Change.
Under Securities and Exchange Commission Rule 14c-2, all three actions became effective on October 29, 2012.
The forward split became effective with the Financial Industry Regulatory Authority as of the opening of business on September 27, 2012. As a result of the forward stock split, each share of the Company’s common stock issued and outstanding at the close of business on September 26, 2012 was split into 50 shares of the Company’s common stock.
The board of directors believes that it is advisable and in the best interests of the Company to have available additional authorized but unissued shares of common stock in an amount adequate to provide for the Company’s future needs. The unissued shares of common stock will be available for issuance from time to time as may be deemed advisable or required for various purposes, including the issuance of shares in connection with financing or acquisition transactions. The Company has no present (i) plans or commitments for the issuance or use of the additional shares of common stock in connection with any financing, and (ii) plans, proposals or arrangements, written or otherwise, at this time to issue any of the additional authorized shares of common stock in connection with a merger or acquisition.
Common Stock
The increase the number of authorized shares of common stock from 50,000,000 to 300,000,000 is not intended to have any anti-takeover effect and is not part of any series of anti-takeover measures contained in any debt instruments or the Articles of Incorporation or the Bylaws of the Company in effect on the date of this Information Statement. However, the Company’s stockholders should note that the availability of additional authorized and unissued shares of common stock could make any attempt to gain control of the Company or the board of directors more difficult or time consuming and that the availability of additional authorized and unissued shares might make it more difficult to remove management. The Company is not aware of any proposed attempt to take over the Company or of any attempt to acquire a large block of the Company’s common stock. The Company has no present intention to use the increased number of authorized common stock for anti-takeover purposes.
“Blank Check” Preferred Stock
The “blank check” preferred tock may be issued from time to time in one or more series by our board of directors. Our board of directors will be expressly authorized to provide, by resolution(s) duly adopted by it prior to issuance, for the creation of each such series and to fix the designation and the powers, preferences, rights, qualifications, limitations and restrictions relating to the shares of each such series of preferred stock.
Reasons for the Creation of “Blank Check” Preferred Stock
We believe that for us to successfully execute our business strategy we will need to raise investment capital and it may be preferable or necessary to issue preferred stock to investors. Preferred stock usually grants the holders certain preferential rights in voting, dividends, liquidation or other rights in preference over a company’s common stock. Accordingly, in order to grant us the flexibility to issue our equity securities in the manner best suited for our Company, or as may be required by the capital markets, the amendment to our Articles of Incorporation creating the 25,000,000 shares of blank check preferred stock (the “Preferred Stock Amendment”) will create 25,000,000 authorized shares of “blank check” preferred stock for us to issue.
The term “blank check” refers to preferred stock, the creation and issuance of which is authorized in advance by our Stockholders and the terms, rights and features of which are determined by our board of directors upon issuance. The authorization of such “blank check” preferred stock permits our board of directors to authorize and issue preferred stock from time to time in one or more series without seeking further action or vote of our Stockholders.
Principal Effects of the Creation of “Blank Check” Preferred Stock
Subject to the provisions of the Preferred Stock Amendment and the limitations prescribed by law, our board of directors would be expressly authorized, at its discretion, to adopt resolutions to issue shares, to fix the number of shares and to change the number of shares constituting any series and to provide for or change the voting powers, designations, preferences and relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, including dividend rights (including whether the dividends are cumulative), dividend rates, terms of redemption (including sinking fund provisions), redemption prices, conversion rights and liquidation preferences of the shares constituting any series of the preferred stock, in each case without any further action or vote by our stockholders. Our board of directors would be required to make any determination to issue shares of preferred stock based on its judgment as to what is in our best interests and the best interests of our stockholders. The Preferred Stock Amendment will give our board of directors flexibility, without further stockholder action, to issue preferred stock on such terms and conditions as our board of directors deems to be in our best interests and the best interests of our stockholders.
We believe that the creation of the “blank check” preferred stock will provide us with increased financial flexibility in meeting future capital requirements. It will allow preferred stock to be available for issuance from time to time and with such features as determined by our board of directors for any proper corporate purpose. It is anticipated that such purposes may include, without limitation, exchanging preferred stock for common stock, the issuance for cash as a means of obtaining capital for our use, or issuance as part or all of the consideration required to be paid by us for acquisitions of other businesses or assets.
The issuance by us of preferred stock could dilute both the equity interests and the earnings per share of existing holders of our common stock. Such dilution may be substantial, depending upon the amount of shares issued. The newly authorized shares of preferred stock could also have voting rights superior to our common stock, and therefore would have a dilutive effect on the voting power of our existing Stockholders.
Any issuance of preferred stock with voting rights could, under certain circumstances, have the effect of delaying or preventing a change in control of our Company by increasing the number of outstanding shares entitled to vote and by increasing the number of votes required to approve a change in control of our Company. Shares of voting or convertible preferred stock could be issued, or rights to purchase such shares could be issued, to render more difficult or discourage an attempt to obtain control of our Company by means of a tender offer, proxy contest, merger or otherwise. The ability of our board of directors to issue such shares of preferred stock, with the rights and preferences it deems advisable, could discourage an attempt by a party to acquire control of our Company by tender offer or other means. Such issuances could therefore deprive our stockholders of benefits that could result from such an attempt, such as the realization of a premium over the market price that such an attempt could cause. Moreover, the issuance of such shares of preferred stock to persons friendly to our board of directors could make it more difficult to remove incumbent managers and directors from office even if such change were to be favorable to stockholders generally.
The Company has no present (i) plans or commitments for the issuance or use of the preferred stock in connection with any financing, and (ii) plans, proposals or arrangements, written or otherwise, at this time to issue any of the additional authorized shares of common stock in connection with a merger or acquisition.
Anti-Takeover Effects
The Preferred Stock Amendment will provide us with shares of preferred stock which would permit us to issue additional shares of capital stock that could dilute the ownership of the holders of our common stock by one or more persons seeking to effect a change in the composition of our board of directors or contemplating a tender offer or other transaction for the combination of the Company with another company. The creation of the preferred stock is not being undertaken in response to any effort of which our board of directors is aware to enable anyone to accumulate shares of our common stock or gain control of the Company. The purpose of the creation of the preferred stock is to grant us the flexibility to issue our equity securities in the manner best suited for our Company, or as may be required by the capital markets. However, we presently have no plans, proposals, or arrangements to issue any of the newly authorized shares of preferred stock for any purpose whatsoever, including future acquisitions and/or financings.
Other than the creation of the “blank check” preferred stock, our board of directors does not currently contemplate the adoption of any other amendments to our Articles of Incorporation that could be construed to affect the ability of third parties to take over or change the control of the Company. While it is possible that management could use the additional authorized shares of common stock or preferred stock to resist or frustrate a third-party transaction that is favored by a majority of the independent stockholders, we have no intent, plans or proposals to use the newly created preferred stock as an anti-takeover mechanism or to adopt other provisions or enter into other arrangements that may have anti-takeover consequences.
While the creation of the “blank check” preferred stock may have anti-takeover ramifications, our board of directors believes that the financial flexibility offered by such corporate actions will outweigh the disadvantages. To the extent that these corporate actions may have anti-takeover effects, third parties seeking to acquire us may be encouraged to negotiate directly with our board of directors, enabling us to consider the proposed transaction in a manner that best serves the stockholders’ interests.
PART III
ITEM 10.
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our executive officers and directors and their respective ages as of September 30, 2012 are as follows:
The directors named above will serve until the next annual meeting of the stockholders or until their respective resignation or removal from office. Thereafter, directors are anticipated to be elected for one-year terms at the annual stockholders’ meeting. Officers will hold their positions at the pleasure of the Board of Directors, absent any employment agreement, of which none currently exists or is contemplated.
Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.
FADI ZEIDAN, AGE 42
Mr. Zeidan has served as our President, Treasurer, and a director since February 15, 2008. In addition, he has served as the Company’s Secretary on August 18, 2008. Since November 2005, Mr. Zeidan has been employed as a Project Manager with Ceridian Tax Services, a private company engaged in providing accounting services to individuals and businesses. The company is located in Fountain Valley, California. His duties included planning scheduling, monitoring, evaluating and directing projects to ensure a implementation of complete business solutions. Mr. Zeidan will continue to work for Ceridian Tax Services on a full time basis. Between July 2000 and October 2005, Mr. Zeidan was a System Development Manager at Strategic Business Solutions, a private company engaged in providing Accounting services to individuals and businesses. The company is located in Santa Ana, California. Mr. Zeidan graduated with a Bachelor Degree in Computer Science from California State University, Long Beach, California in 1999. These experiences, qualifications and attributes have led to our conclusion that Mr. Zeidan should be serving as a member of our Board of Directors in light of our business and structure.
UFUK TURK, AGE 34
Mr. Turk has served as a director since February 15, 2008. Since December 2006, Mr. Turk has been employed as a Software Specialist at AbisZNet in Berlin, Germany, a private company involved in the development of web-based applications. Between February 2005 and November 2006, Mr. Turk worked on a student information management system for the Newport International University in Turkey. Between February 2002 and August 2005, Mr. Turk worked as a Software Specialist for NTV Television in Istanbul, Turkey, where he was responsible for e-commerce business application development projects. Mr. Turk completed his degree in 2002 in Computer Science Engineering from Newport University, Istanbul, Turkey. He previously attended Sakarya University in Sakarya, Turkey where he completed a Computer Programming program in 1999. These experiences, qualifications and attributes have led to our conclusion that Mr. Turk should be serving as a member of our Board of Directors in light of our business and structure.
TERM OF OFFICE
All directors hold office until the next annual meeting of the stockholders of the Company and until their successors have been duly elected and qualified. The Company’s Bylaws provide that the Board of Directors will consist of no less than three members. Officers are elected by and serve at the discretion of the Board of Directors.
DIRECTOR INDEPENDENCE
Our board of directors is currently composed of two members, neither of whom qualifies as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.
CERTAIN LEGAL PROCEEDINGS
No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.
SIGNIFICANT EMPLOYEES AND CONSULTANTS
Other than our officers and directors, we currently have no other significant employees.
AUDIT COMMITTEE AND CONFLICTS OF INTEREST
Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board of Directors established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company is an early development stage company and has only two directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.
There are no family relationships among our directors or officers. Other than as described above, we are not aware of any other conflicts of interest with any of our executive officers or directors.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file. Based on our review of filings made on the SEC website, and the fact of us not receiving certain forms or written representations from certain reporting persons that they have complied with the relevant filing requirements, we believe that, during the year ended September 30, 2012, none of our executive officers, directors and greater-than-ten percent stockholders complied with all Section 16(a) filing requirements.
STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors. Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the Board of Directors or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. We believe that we are responsive to stockholder communications, and therefore have not considered it necessary to adopt a formal process for stockholder communications with our Board. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.
CODE OF ETHICS
The Company has not adopted a code of ethics that applies to its principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Company has not adopted a code of ethics because it has only commenced its Plan of Operation.
ITEM 11.
ITEM 11.
EXECUTIVE COMPENSATION
The following tables set forth certain information about compensation paid, earned or accrued for services by our Chief Executive Officer and all other executive officers (collectively, the “Named Executive Officers”) in the fiscal years ended September 30, 2012 and 2010:
SUMMARY COMPENSATION TABLE
The table below summarizes all compensation awarded to, earned by, or paid to our Officers for all services rendered in all capacities to us as of the year ended September 30, for the fiscal year ended as indicated.
____________
(3)
Appointed President, Treasurer and Director on February 15, 2008, and appointed Secretary on August 18, 2008.
None of our directors have received monetary compensation since our inception through September 30, 2012. We currently do not pay any compensation to our directors serving on our board of directors.
STOCK OPTION GRANTS
We have not granted any stock options to the executive officers since our inception.
EMPLOYMENT AGREEMENTS
The Company is not a party to any employment agreement and has no compensation agreement with any of its officers and directors.
DIRECTOR COMPENSATION
The following table sets forth director compensation as of September 30, 2012:
__________
(1) Appointed President, Treasurer and Director on February 15, 2008, and appointed Secretary on August 18, 2008.
(2) Appointed Director on February 15, 2008.
All directors receive reimbursement for reasonable out-of-pocket expenses in attending board of directors meetings and for promoting our business. From time to time we may engage certain members of the board of directors to perform services on our behalf. In such cases, we compensate the members for their services at rates no more favorable than could be obtained from unaffiliated parties.
ITEM 12.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table lists, as of September 30, 2012, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
The percentages below are calculated based on 220,500,000 shares of our common stock issued and outstanding as of September 30, 2012. We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.
___________
(3)
Unless otherwise noted, the address of each person or entity listed is, c/o Surf a Movie Solutions Inc., #204 - 1110 Finch Ave. West, Huntington Beach, California 92648.
ITEM 13.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 14.
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
For the year ended September 30, 2012 and 2011, the total fees charged to the company for audit services, including quarterly reviews were $4,200 and 4,200, for audit-related services were $4,200 and $4,200 and for tax services and other services were $0 and $0, respectively.
PART IV
ITEM 15.
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
(3)
The following Exhibits, as required by Item 601 of Regulation SK, are attached or incorporated by reference, as stated below.
__________
(1) Incorporated by reference to the Registrant’s Form S-1 (File No. 333-156480), filed with the Commission on December 29, 2008.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
(Name of Registrant)
Date: December 21, 2012
By:
/s/ Fadi Zeidan
Name: Fadi Zeidan
Title: President, Secretary, Treasurer and Director (and principal financial officer and principal accounting officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: December 21, 2012
By:
/s/ Ufuk Turk
Name: Ufuk Turk
Title: Director
EXHIBIT INDEX
_________
(1) Incorporated by reference to the Registrant’s Form S-1 (file no. 333-156480), filed with the Commission on December 29, 2008.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.