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SELECT-TV SOLUTIONS, INC. - 10-K - Management's Discussion and Analysis of Financial Condition and Results of Operation.

August 13, 2014

You should read the following discussion of our results of operations and financial condition with the audited financial statements and related notes included elsewhere in this report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs, and that involve numerous risks and uncertainties, including, but not limited to, those described in the "Risk Factors" section of this report. Actual results may differ materially from those contained in any forward-looking statements. See "Cautionary Statement Concerning Forward-Looking Statements."

Company Overview

Select-TV Solutions, Inc. (the "Company", "SELT", "we", "us" or "our") was incorporated in Nevada on May 17, 2011 under the name of Renaissance Films Inc. ("RFI") and intended to produce documentary films. On September 26, 2011, the Company changed its name to Sedition Films Inc.

On April 7, 2014, the Company experienced a change in control. Conseil Plumage Blanc Ltd. ("CPB") acquired a majority of the issued and outstanding common stock of the Company in accordance with a stock purchase agreement by and between CPB and Jesse Lawrence, the Company's former director and majority shareholder. On the closing date, April 7, 2014, pursuant to the terms of the Stock Purchase Agreement, CPB purchased from Jesse Lawrence 4,000,000 (40,000,000 post-split) shares of the Company's outstanding common stock for $375,000. As a result of the change in control, CPB owned a total of 4,000,000 (40,000,000 post-split) shares of the Company's common stock representing 74%.

In conjunction with the change in control, Mr. Jesse Lawrence resigned as the Company's director, and any other positions held by him on April 9, 2014. The resignation was not the result of any disagreement with the Company or any matter relating to the Company's operations, policies or practices. On the same date, Mr. Philippe Germain and Mr. Antonio Treminio were appointed as directors.

On May 1, 2014, the Company filed an amendment to its Articles of Incorporation in the State of Nevada to change its name to Select-TV Solutions, Inc. The Company intends to pursue significant opportunities available within the entertainment sector and online interactive niche.

On May 1, 2014, the Company's Board of Directors declared a ten-to-one forward stock split of all outstanding shares of common stock. The effect of the stock split increased the number of shares of common stock outstanding from 5,413,400 to 54,134,000. The total number of authorized common shares and the par value thereof was not changed by the split.

On July 7, 2014, the company's shareholders appointed Mr. Geoffrey P. Mott as the Company's Chief Executive Officer.

10 Plan of Operation

The Company, through its sublicense, has the right to carry on the Select-TV Business, Intellectual Property, Trademarks, trade Names, Copyrights and Trade Secrets. The Company believes it has a strong technology platform, proven market validation in some of the best hotels in the world and a great opportunity to become a leader in the North American hospitality market over the next few years. At a time when consumer expectations for entertainment quality and service value-added are on the rise, hotel owners and brands know they need to redefine what they should expect from in-room entertainment systems and their vendors.

Management continues to explore new investment opportunities with a focus on technology and the hospitality market.

Critical Accounting Policies and Estimates

Our significant accounting policies are described in Note 2 of the audited financial statements included elsewhere in this report. The preparation of the financial statements in accordance with U.S. GAAP requires management to make significant judgments and estimates. Some accounting policies have a significant impact on amounts reported in these financial statements. Our financial position and results of operations may be materially different when reported under different conditions or when using different assumptions in the application of such policies. In the event estimates or assumptions prove to be different from actual amounts, adjustments are made in subsequent periods to reflect more current information. The preparation of interim financial statements involves the use of certain estimates that are consistent with those used in the preparation of our annual financial statements.

Results of Operations

For the Years Ended April 30, 2014 and 2013


The Company had no revenue for the years ended April 30, 2014 and 2013.

Operating Expenses

For the year ended April 30, 2014, total operating expenses were $251,903 compared to $8,277 for the previous year. The increase is due to expenses incurred to create and begin implementation of the Company's revised business plan since the change in control. Expenses were mainly comprised of professional fees, marketing, travel and consulting fees.

Loss from Operations

For the year ended April 30, 2014, the loss from operations was $251,903 compared to $8,277 for the previous year.

Other Income (Expense)

Other expenses for the year ended April 30, 2014 were ($364,283) compared to $nil the previous year. Other expenses included $364,250 paid to Conseil Plumage Blanc Ltd to effectuate the change in control of the Company, currency exchange loss of $985, and loss on disposal of equipment of $498, offset by a refund received of $1,450.

Loss Before Income Taxes

Loss before incomes taxes for the year ended April 30, 2014 was $616,186 compared to $8,277 for the previous year. The loss for the current year was due to general and administrative expenses along with expenses incurred to complete the change in control.


Liquidity and Capital Resources

Cash used in operating activities was $600,340 and $7,629 for the years ended April 30, 2014, and 2013, respectively. The principal elements of cash flow used in operations for the year ended April 30, 2014 included a net loss of $616,186, offset by depreciation expense of $648, expenses paid by a shareholder of $750, loss on disposal of equipment of $498 and an increase in accounts payable of $14,700. The principal elements of cash flow used in operations for the year ended April 30, 2013 included a net loss of $8,277, offset by depreciation expense of $648.

No cash was used in investing activities during the years ended April 30, 2014 and 2013.

Cash provided by financing activities was $1,136,215 for the year ended April 30, 2014 compared to cash generated of $14,661 for the year ended April 30, 2013. Financing activities for the year ended April 30, 2014 included $1,482,366 received for stock subscriptions offset by the repayment of a loan from a shareholder and advances to related parties of $346,050 while the cash generated for the year ended April 30, 2013 included a loan from a shareholder for $101 and proceeds from the sale of common stock of $14,560.

Management currently believes that the Company does have sufficient working capital needed to meet its current fiscal obligations. In order to continue to meet its fiscal obligations beyond the next twelve months, management has plans to pursue various financing alternatives including, but not limited to, merger and acquisition activity, raising capital through the equity markets and debt financing.

The primary source for capital for the Company is the equity markets. Management plans to continue its canvassing efforts of investors and financial institutions to invest capital in the Company through private placement offerings of common shares or units consisting of common shares and warrants. The terms and pricing of any such financing would be determined in the context of the markets. The Company has not entered into an agency agreement or arrangement with any financial institution to raise capital at this time.

Should the Company not be successful at raising capital through the issuance of capital stock, the Company may consider raising capital by the issuance of debt. However, unless the appropriate features, such as convertible options, are attached to the debt instruments, this form of financing is less desirable until such time as the Company may be in a position to reasonably foresee the generation of cash flow to service and repay debt. The Company does not currently have plans to issue debt.

Going Concern

Our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred a net loss of $616,186 for the year ended April 30, 2014, has incurred cumulative losses since inception of $626,683. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company is highly dependent on its ability to continue to obtain investment capital and loans from an affiliate and shareholder in order to fund the current and planned operating levels. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company's continuation as a going concern is dependent upon its ability to bring in income generating activities and its ability to continue receiving investment capital and loans from an affiliate and shareholder to sustain its current level of operations. No assurance can be given that the Company will be successful in these efforts.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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Source: Edgar Glimpses

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