UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the quarterly period ended January 31, 2010
?
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from ____________, to ____________
Commission File Number 000-30800
THE MOVIE STUDIO, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
65-0494581
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification Number)
530 North Federal Highway, Ft. Lauderdale, Florida 33301
(Address of Principal Executive Offices)
(954) 332-6600
(Registrant's Telephone Number)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes No X
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes No X
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of "accelerated filer, large accelerated filer and smaller reporting
company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
?
Accelerated filer
?
Non-accelerated filer
?
Smaller reporting company
x
1
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes ? No x
There were 131,182,473 shares of the Registrant's $0.0001 par value common
stock outstanding as of January 16, 2013.
2
The Movie Studio, Inc.
Contents
Part I. Financial Information
Item 1.
Consolidated Financial Statements
4 -
18
Item 2.
Management's Discussion and Analysis of Financial Condition and
Results of Operation
19
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
20
Item 4.
Controls and Procedures
20
Part II. Other Information
Item 1.
Legal Proceedings
21
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
21
Item 3.
Defaults Upon Senior Securities
22
Item 4.
Mine Safety Disclosures
22
Item 5.
Other Information
22
Item 6.
Exhibits
22
Signatures
23
3
PART I. FINANCIAL INFORMATION
Statements in this Form 10-Q Quarterly Report may be "forward-looking
statements." Forward-looking statements include, but are not limited to,
statements that express our intentions, beliefs, expectations, strategies,
predictions or any other statements relating to our future activities or other
future events or conditions. These statements are based on our current
expectations, estimates and projections about our business based, in part, on
assumptions made by our management. These assumptions are not guarantees of
future performance and involve risks, uncertainties and assumptions that are
difficult to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in the forward-looking
statements due to numerous factors, including those risks discussed in this
Form 10-Q Quarterly Report, under "Management's Discussion and Analysis of
Financial Condition or Plan of Operation" and in other documents which we file
with the Securities and Exchange Commission.
In addition, such statements could be affected by risks and uncertainties
related to our financial condition, factors that affect our industry, market
and customer acceptance, changes in technology, fluctuations in our quarterly
results, our ability to continue and manage our growth, liquidity and other
capital resource issues, competition, fulfillment of contractual obligations by
other parties and general economic conditions. Any forward-looking statements
speak only as of the date on which they are made, and we do not undertake any
obligation to update any forward-looking statement to reflect events or
circumstances after the date of this Form 10-Q Quarterly Report, except as
required by law.
Item 1. Financial Statements
THE MOVIE STUDIO, INC.
Table of Contents
PAGE
Consolidated Balance Sheets 5
Consolidated Statements of Operations 6
Consolidated Statements of Cash Flows 7
Notes to Financial Statements 8 - 18
4
5
6
7
THE MOVIE STUDIO, INC.
(FORMERLY DESTINATION TELEVISION, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2010
Note 1. Description of Business
The Movie Studio, Inc. (the "Company") was incorporated in the State of
Delaware 1961 under the name Magic Fingers, Inc. The company is a vertically
integrated motion picture production company that develops, manufactures and
distributes independent motion picture content for worldwide consumption on a
multitude of devices.
The Company has operated under various names since incorporation, most recently
Destination Television, Inc. from February 2007 to November 2012, when the name
was changed to The Movie Studio, Inc.
From October 31, 2001, the Company's focus was on the developing a private
television network, in high traffic locations such as bars and nightclubs.
During this development period, the Company received incidental revenue from
the sale of advertising and the production of commercials. In 2010, the
Company began implementation of its current business model, using the
technology previously developed for the private television network.
Note 2. Summary of significant Accounting Policies
Basis of Presentation
The accompanying unaudited consolidated quarterly financial statements have
been prepared on a basis consistent with generally accepted accounting
principles in the United States ("GAAP") for interim financial information and
pursuant to the rules of the Securities and Exchange Commission ("SEC"). In the
opinion of management, the accompanying unaudited financial statements reflect
all adjustments, consisting of only normal and recurring adjustments, necessary
for a fair presentation of the results of operations, financial position and
cash flows for the periods presented. The results of operations for the
periods are not necessarily indicative of the results expected for the full
year or any future period. These statements should be read in conjunction with
the Entity's Annual Report on Form 10-K for the year ended October 31, 2009 as
filed with the SEC on December 31, 2012 (the "2009 Annual Report")
The consolidated financial statements include the accounts of The Movie Studio,
Inc. (Formerly Destination Television, Inc.), a Delaware corporation, and its
wholly owned subsidiary Destination Television, Inc., a Florida corporation.
All significant inter-company account balances and transactions between the
Company and its subsidiary have been eliminated in consolidation.
Long-Lived Assets
In accordance with Financial Accounting Standard Board ("FASB") Accounting
Standards Codification ("ASC") Topic 360 "Property, Plant, and Equipment," the
Company records impairment losses on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amounts.
There were no impairment charges during the years ended January 31, 2010 and
October 31, 2009.
8
THE MOVIE STUDIO, INC.
(FORMERLY DESTINATION TELEVISION, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2010
Note 2. Summary of significant Accounting Policies (continued)
Fair Value of Financial Instruments
The fair values of the Company's assets and liabilities that qualify as
financial instruments under FASB ASC Topic 825, "Financial Instruments,"
approximate their carrying amounts presented in the accompanying consolidated
statements of financial condition at January 31, 2010 and October 31, 2009.
Revenue recognition
In accordance with the FASB ASC Topic 605, "Revenue Recognition," the Company
recognizes revenue when persuasive evidence of an arrangement exists, delivery
has occurred, the sales price is fixed or determinable, and collectability is
reasonably assured.
Income Taxes
The Company accounts for income taxes in accordance with FASB ASC Topic 740
"Income Taxes," which requires accounting for deferred income taxes under the
asset and liability method. Deferred income tax asset and liabilities are
computed for differences between the financial statement and tax bases of
assets and liabilities that will result in taxable or deductible amounts in
the future based on the enacted tax laws and rates applicable to the periods
the differences are expected to affect taxable income. Valuation allowances
are established, when necessary, to reduce the deferred income tax assets to
the amount expected to be realized.
In accordance with GAAP, the Company is required to determine whether a tax
position of the Company is more likely than not to be sustained upon
examination by the applicable taxing authority, including resolution of any
related appeals or litigation processes, based on the technical merits of the
position. The Company files an income tax return in the U.S. federal
jurisdiction, and may file income tax returns in various U.S. state and local
jurisdictions. Generally the Company is no longer subject to income tax
examinations by major taxing authorities for years before 2005. The tax benefit
to be recognized is measured as the largest amount of benefit that is greater
than fifty percent likely of being realized upon ultimate settlement. De-
recognition of a tax benefit previously recognized could result in the Company
recording a tax liability that would reduce net assets. This policy also
provides guidance on thresholds, measurement, de-recognition, classification,
interest and penalties, accounting in interim periods, disclosure, and
transition that is intended to provide better financial statement comparability
among different entities. It must be applied to all existing tax positions
upon initial adoption and the cumulative effect, if any, is to be reported as
an adjustment to stockholder's equity as of January 1, 2009. Based on its
analysis, the Company has determined that the adoption of this policy did not
have a material impact on the Company's financial statements upon adoption.
However, management's conclusions regarding this policy may be subject to
review and adjustment at a later date based on factors including, but not
limited to, on-going analyses of and changes to tax laws, regulations and
interpretations thereof.
Comprehensive Income
The Company complies with FASB ASC Topic 220, "Comprehensive Income," which
establishes rules for the reporting and display of comprehensive income (loss)
and its components. FASB ASC Topic 220 requires the Company's change in
foreign currency translation adjustments to be included in other comprehensive
loss, and is reflected as a separate component of stockholders' equity.
9
THE MOVIE STUDIO, INC.
(FORMERLY DESTINATION TELEVISION, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2010
Note 2. Summary of significant Accounting Policies (continued)
Stock-Based Compensation
The Company complies with FASB ASC Topic 718 "Stock and(or) Stock Option
Compensation," which establishes standards for the accounting for transactions
in which an entity exchanges its equity instruments for goods or services. It
also addresses transactions in which an entity incurs liabilities in exchange
for goods or services that are based on the fair value of the entity's equity
instruments or that may be settled by the issuance of those equity instruments.
FASB ASC Topic 718 focuses primarily on accounting for transactions in which an
entity obtains employee services in share-based payment transactions. FASB ASC
Topic 718 requires an entity to measure the cost of employee services received
in exchange for an award of equity instruments based on the grant-date fair
value of the award (with limited exceptions). That cost will be recognized
over the period during which an employee is required to provide service in
exchange for the award (usually the vesting period). No compensation costs are
recognized for equity instruments for which
employees do not render the requisite service. The grant-date fair value of
employee share options and similar instruments will be estimated using option-
pricing models adjusted for the unique characteristics of those instruments
(unless observable market prices for the same or similar instruments are
available). If an equity award is modified after the grant date, incremental
compensation cost will be recognized in an amount equal to the excess of the
fair value of the modified award over the fair value of the original award
immediately before the modification. No employee stock options or stock awards
vested during 2009 or 2008 under FASB ASC 718.
Nonemployee awards
The fair value of equity instruments issued to a nonemployee is measured by
using the stock price and other measurement assumptions as of the date of
either: (i) a commitment for performance by the nonemployee has been reached;
or (ii) the counterparty's performance is complete. Expenses related to
nonemployee awards are generally recognized in the same period as the Company
incurs the related liability for goods and services received. The Company
recorded stock compensation of approximately $-0- and $170,430 during the
periods ended January 31, 2010 and January 31, 2009, respectively, related to
consulting services.
Recently Adopted Accounting Pronouncements
In December 2010, FASB issued ASC ASU 2010-28, "When to Perform Step 2 of the
Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying
Amounts (Topic 350) - Intangibles - Goodwill and Other." ASU 2010-28 amends the
criteria for performing Step 2 of the goodwill impairment test for reporting
units with zero or negative carrying amounts and requires performing Step 2, if
qualitative factors indicate that it is more likely than not that goodwill
impairment exists. The amendments to this update are effective for us in the
first quarter of 2011. Any impairment to be recorded upon adoption will be
recognized as an adjustment to our beginning retained earnings. The Company
adopted the pronouncement on January 1, 2011 resulting in no impact to the
Company's financial statements.
10
THE MOVIE STUDIO, INC.
(FORMERLY DESTINATION TELEVISION, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2010
Note 2. Summary of significant Accounting Policies (continued)
Recently Adopted Accounting Pronouncements (continued)
In April 2010, the FASB issued ASU No. 2010-13, "Compensation - Stock
Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-
Based Payment Award in the Currency of the Market in Which the Underlying
Equity Security Trades," which addresses the classification of a share-based
payment award with an exercise price denominated in the currency of a market in
which the underlying equity security trades. Topic 718 is amended to clarify
that a share-based payment award with an exercise price denominated in the
currency of a market in which a substantial portion of the entity's equity
securities trades shall not be considered to contain a market, performance or
service condition. Therefore, such an award is not to be classified as a
liability if it otherwise qualifies as equity classification. The amendments in
this update should be applied by recording a cumulative-effect adjustment to
the opening balance of retained earnings. The cumulative-effect adjustment
should be calculated for all awards outstanding as of the beginning of the
fiscal year in which the amendments are initially applied, as if the amendments
had been applied consistently since the inception of the award. ASU No. 2010-13
is effective for interim and annual periods beginning on or after December 15,
2010 and is not expected to have a material impact on the Company's
consolidated financial position or results of operations. The Company adopted
the pronouncement on January 1, 2011 resulting in no impact to the Company's
financial statements.
In January 2010, the FASB issued Accounting Standards Update 2010-06, "Fair
Value Measurements and Disclosures (Topic 820) - Improving Disclosures about
Fair Value Measurements" (ASU 2010-06), to require new disclosures related to
transfers into and out of Levels 1 and 2 of the fair value hierarchy and
additional disclosure requirements related to Level 3 measurements. The
guidance also clarifies existing fair value measurement disclosures about the
level of disaggregation and about inputs and valuation techniques used to
measure fair value. The additional disclosure requirements are effective for
the first reporting period beginning after December 15, 2009, except for the
additional disclosure requirements related to Level 3 measurements, which are
effective for fiscal years beginning after December 15, 2010. The Company
adopted the pronouncement on January 1, 2011 resulting in no impact to the
Company's financial statement.
The Company has adopted all accounting pronouncements issued since December 31,
2007 through June 30, 2012, none of which had a material impact on the
Company's financial statements.
Loss Per Common Share
The Company complies with the accounting and disclosure requirements of FASB
ASC 260, "Earnings Per Share." Basic loss per common share is computed by
dividing net loss available to common stockholders by the weighted average
number of common shares outstanding during the period. Diluted loss per common
share incorporates the dilutive effect of common stock equivalents on an
average basis during the period.
11
THE MOVIE STUDIO, INC.
(FORMERLY DESTINATION TELEVISION, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2010
Note 3. Going Concern
The accompany financial statements have been prepared on the basis of
accounting principles applicable to a going concern, which assume that
Destination Television, Inc. will continue in operation for a least one year
and realize its assets and discharge its liabilities in the normal course of
operations.
Several conditions cast doubt about the Company's ability to continue as a
going concern. The Company has an accumulated deficit of approximately $8.6
million as of January 31, 2010, has no cash available for payment of operating
expenses, no source of revenue, and requires additional financing in order to
finance its business activities on ongoing basis. The Company's future capital
requirements will depend on numerous factors, including but not limited to
continued progress in the pursuit of business opportunities. The Company is
actively pursuing alternative financing and has discussions with various third
parties, although no firm commitments have been obtained. In the interim, the
principal shareholder has committed to meeting any operating expenses incurred
by the Company. The Company believes that actions it is presently taking to
revise its operating and financial requirements provide it with the opportunity
to continue as a going concern.
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. While we believe that the actions already taken or
planned, will mitigate the adverse conditions and events which raise doubt
about the validity of going concern assumption used in preparing these
financial statements, there can be no assurance that these actions will be
successful. If the Company were unable to continue as a going concern, then
substantial adjustments would be necessary to the carrying values of the
reported liabilities.
Note 4 - Acquired Amortizable Intangible Assets
As of October 31, 2006, the Company invested $3,280 in establishing trademarks
associated with its Bar TV concept. The Company amortizes the costs of these
intangibles over their estimated useful lives unless such lives are deemed
indefinite. Amortizable intangible assets are also tested for impairment based
on undiscounted cash flows and, if impaired, written down to fair value based
on either discounted cash flows or appraised values. Intangible assets with
indefinite lives are tested for impairment, at least annually, and written down
to fair value as required.
Expected annual amortization expense related to amortizable intangible assets
is as follows:
12
THE MOVIE STUDIO, INC.
(FORMERLY DESTINATION TELEVISION, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2010
Note 5 - Income Taxes
The Company has approximately $11.1 million in net operating loss carryovers
available to reduce future income taxes. These carryovers expire at various
dates through the year 2029. The Company has adopted SFAS 109 which provides
for the recognition of a deferred tax asset based upon the value the loss
carry-forwards will have to reduce future income taxes and management's
estimate of the probability of the realization of these tax benefits. The
Company's management determined that it was more likely than not that the
Company's net operating loss carry-forwards would not be utilized; therefore, a
valuation allowance against the related deferred tax asset has been
established.
A summary of the deferred tax asset presented on the accompanying balance
sheets is as follows:
Note 6 - Commitments
Facilities
The Company leases from a stockholder, Dr. H. K. Terry, pursuant to an oral
agreement on a month-to-month basis, an 8,500 square foot building in Fort
Lauderdale, Florida, which serves as its administrative offices and computer
operations center. The rent is $4,500 per month and the Company is responsible
for utilities. Rent expense was $13,500 and $54,000 for each of the periods
ended January 31, 2010 and October 31, 2009.
13
THE MOVIE STUDIO, INC.
(FORMERLY DESTINATION TELEVISION, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2010
Note 6. Commitments (continued)
Employment Agreements
Gordon Scott Venters is employed as the Company's President and Chief Executive
Officer, pursuant to an employment agreement, effective November 1, 2007. The
three-year employment agreement, which extended a previous agreement, provides
for an annual salary of $161,662; annual increases of a minimum of 5%; and
participation in incentive or bonus plans at the discretion of the Board of
Directors. The agreement additionally provides for certain confidentiality and
non-competition provisions and a minimum payment of 18 months' salary in the
event of a change of control or termination "without cause," or if the employee
terminates for "good reason." As of January 31, 2010, Mr. Venters was owed
$291,992 for accrued unpaid salary. As of October 31, 2009, Mr. Venters was
owed $248,557 for accrued unpaid salary.
Note 7 - Payroll Taxes Payable
The Company has been delinquent in its payment of payroll taxes. As of July 31,
2009, the total of payroll taxes payable, including estimated interest and
penalties, was $261,710. In August, October and November 2007, the Internal
Revenue Service filed tax liens against the Company in the total amount of
$198,351. In August 2007, the Company made a lump-sum payment of $48,000 and in
November 2007, an additional lump sum payment of $18,600. These payments were
made in connection with the Company's submission of an Offer in Compromise to
settle its payroll tax obligations. The Offer in Compromise was rejected and
the Company appealed the initial determination which also was rejected in June
2009. The Company plans to submit a revised Offer in Compromise. There is no
assurance that an acceptable settlement will be reached. Payroll tax
obligations for the calendar years 2007, 2008 and 2009 have been paid as
required.
Note 8 - Notes Payable
Convertible Notes Payable - Dr. Terry
As of January 31, 2010, notes payable due Dr. Terry totaled $500,000, comprised
of convertible notes of $400,000 and $100,000 at 6% and 8%, respectively. Of
the $500,000 principal balance of convertible notes payable, $300,000 of the
notes are secured by all of the assets of the Company and $200,000 of the notes
are unsecured.
The convertible notes have not been registered under the Securities Act of
1933, as amended, and therefore, may not be transferred in the absence of an
exemption from registration under such laws and will be considered "restricted
securities" as that term is defined in Rule 144 adopted under the Securities
Act, and may be sold only in compliance with the resale provisions set forth
therein.
Loans Payable - Dr. Terry
On May 16, 2008, the Company borrowed $30,000 from Dr. Terry. The loan which is
unsecured is payable in one-year with 6% interest. Loans payable to Dr. Terry
totaled $205,000 as of January 31, 2010.
14
THE MOVIE STUDIO, INC.
(FORMERLY DESTINATION TELEVISION, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2010
Note 9 - Stockholders' Deficiency
Common Stock
Stock Issued for Cash
During period ended January 31, 2010, the Company did not issue any shares of
stock.
During fiscal year 2009, the Company issued to accredited investors a total of
5,950,000 shares of common stock for $103,100, of which 2,950,000 shares were
issued at $0.018 per share, 1,000,000 shares were issued at $0.015 and
2,000,000 shares were issued at $0.01 per share.
None of the above shares have been registered under the Securities Act of 1933,
as amended, and therefore, may not be transferred in the absence of an
exemption from registration under such laws and will be considered "restricted
securities" as that term is defined in Rule 144 adopted under the Securities
Act, and may be sold only in compliance with the resale provisions set forth
therein.
Stock Issued for Services
In During period ended January 31, 2010, the Company did not issue any shares
of common stock.
In fiscal year 2009, the Company issued a total of 15,246,500 shares of common
stock as payment for services of which 2,500,000 shares were pursuant to a
consulting agreement described below; 200,000 and 150,000 to two separate
consultants and 50,000 shares for fees to a director.
On February 20, 2008, the Company entered into a 12-month business consulting
agreement with a consultant and, in connection with that agreement, issued, as
compensation, 2,500,000 shares of common stock, which were registered pursuant
to Form S-8 under the Securities Act of 1933, as amended and stock options. The
shares were valued at $30,000, or $0.012 per share, which was representative of
the approximate market value at the date of issuance. On May 30, 2008, the
Company was notified by the consultant that effective June 29, 2008, he was
terminating the agreement. The Company has demanded return of the 2,500,000
shares it issued as a consulting fee. The options, which expired on June 29,
2008, are described below in Note 10 - Common Stock Options.
In February 2008, the Company also issued 200,000 shares for consulting
services, which were valued at $3,580, or approximately $0.018 per share, and
in September 2008, the Company issued 150,000 shares for consulting services,
valued at $765, or $0.0051 per share. In October 2008, a director of the
Company (Mr. Nugent) was granted, as a director's fee, 50,000 shares, which
were valued at $105, or $.0021 per shares. The shares, which were issued for
services, and valued at the approximate market price at the date of issuance
have not been registered under the Securities Act of 1933, as amended, and
therefore, may not be transferred in the absence of an exemption from
registration under such laws and will be considered "restricted securities" as
that term is defined in Rule 144 adopted under the Securities Act, and may be
sold only in compliance with the resale provisions set forth therein.
15
THE MOVIE STUDIO, INC.
(FORMERLY DESTINATION TELEVISION, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2010
Note 9 - Stockholders' Deficiency (continued)
Preferred Stock
Series B Preferred Stock
The Series B Preferred Stock is identical in all aspects to the Common Stock,
including the right to receive dividends, except that each share of Series B
Preferred Stock has voting rights equivalent to four times the number of shares
of Common Stock into which it could be converted. As of January 31, 2010 there
were 5,750,000 shares of Series B Preferred Stock outstanding and on October
31, 2009 there were 5,750,000 shares outstanding. Each share of Series B
Preferred Stock is convertible into one share of common stock.
Note 10- Common Stock Options
On February 20, 2008, the Company granted options, pursuant to a consulting
agreement, to purchase 8,000,000 shares of common stock. The options had an
initial expiration date of February 20, 2009 and give the right to the grantee
to purchase shares of common stock at exercise prices of $0.05 to $0.10, or an
average of $0.075 per share. The number of shares of common stock to be
received by the grantee was limited so that he would not beneficially own more
than 10% of the then outstanding shares of common stock. At the date of grant,
the options were deemed to have a fair value of $36,020, pursuant to the Black-
Scholes valuation model, which amount has been reflected as
additional Consulting Expense in the Consolidated Statements of Operations for
the 2008 fiscal year.
The following table summarizes the key assumptions used in determining the fair
value of options granted during the year ended October 31, 2009.
The following table summarizes the option activity during the fiscal periods
ended January 31, 2010 and October 31, 2009.
16
THE MOVIE STUDIO, INC.
(FORMERLY DESTINATION TELEVISION, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2010
Note 10- Common Stock Options (continued)
On May 30, 2008, the consultant notified the Company that he was terminating
the Consulting Agreement effective June 29, 2008, at which time the options
expired.
No options or warrants were outstanding at January 31, 2010 and October 31,
2009.
Note 11. Litigation
As of January 31, 2010, the Company was not a party to any existing or
threatened litigation.
Note 12. Related Party Transactions
Dr. Harold Terry
On December 21, 2007, the Company issued a one-year 8%, $100,000 secured
convertible note to Dr. Harold Terry, a major shareholder of the Company's
common stock for $100,000 cash. The note is convertible into common stock at
$0.05 per share and is collateralized by all of the Company's assets, both
tangible and intangible, and is restricted as to transferability. The proceeds
of the note were used for working capital. As of October 31, 2008, notes
payable due Dr. Terry totaled $500,000, comprised of convertible notes of
$400,000 and $100,000 at 6% and 8%, respectively. Of these convertible notes
payable, $300,000 are secured by all of the assets of the Company and $200,000
of the notes are unsecured.
On May 16, 2008, the Company borrowed $30,000 from Dr. Terry. The loan which is
unsecured is payable in one-year with 6% interest. In fiscal year 2007, Dr.
Terry made $125,000 of unsecured loans to the Company. As of October 31, 2008,
the total of unsecured loans payable to Dr. Terry totaled $205,000.
The Company leases the building that houses its offices from Dr. Terry on a
month-to-month basis, at $4,500 per month, which has been accrued by the
Company but not paid.
As of January 31, 2010 and October 31, 2009, the Company owed Dr. Terry for
accrued interest $172,143 and $162,093, respectively; and for accrued rent
$382,000 and $369,000, respectively. These amounts are included in the
accompanying consolidated balance sheets as accrued interest to the related
party and accounts and accrued expenses payable, respectively.
Gordon Scott Venters
Effective November 2007, Gordon Scott Venters, entered into a three-year
employment agreement with the Company, which is described above in Note 5-
Commitments-Employment Agreements.
In November 2007, Mr. Venters, acquired from the Company 2,000,000 shares of
its Series B Preferred Stock as payment of $56,000 of accrued unpaid salary.
The shares were valued at $56,000, or $0.028 per share, which represented the
approximate value, at the date of issuance, of the common stock into which the
Series B Preferred Stock may be converted. Also, in September and October 2008,
Mr. Venters, acquired a total 15,000,000 shares of common stock from the
Company at an average price of approximately $0.0051 as payment for accrued but
unpaid salary of $76,000. The shares of Series B Preferred Stock and the common
shares have not been registered under the Securities Act of 1933, as amended,
and therefore, may not be transferred in the absence of an exemption from
registration under such laws and will be considered "restricted securities" as
that term is defined in Rule 144 adopted under the Securities Act, and may be
sold only in compliance with the resale provisions set forth therein.
17
THE MOVIE STUDIO, INC.
(FORMERLY DESTINATION TELEVISION, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2010
Note 12. Related Party Transactions (continued)
Gordon Scott Venters (continued)
In August 2006 and February 2007, Mr. Venters made non-interest bearing
unsecured loans to the Company in the amounts of $25,000 and $5,000,
respectively. In April 2007, the Company repaid the $5,000 loan and Mr. Venters
acquired from the Company 500,000 shares of its common stock, which were valued
at $26,000, or $0.052 per share, in exchange for the $25,000 loan and the
balance of $1,000 was applied to accrued unpaid salary. Additionally, in August
2007, he acquired 1,000,000 shares of common stock, which were valued at $0.04
per share, in exchange for $40,000 of accrued unpaid salary. As of January 31,
2010, Mr. Venters was owed $291,992 for accrued unpaid salary. October 31,
2009, Mr. Venters was owed $248,557.
Note 13. Supplemental Cash Flow Information
Selected non-cash investing and financing activities are summarized as follows:
Note 14. Subsequent Events
During the six month period ended April 30, 2010, the Company issued 5.5
million shares of its $.0001 par value common stock to third party investors
for a total cash payment of $27,500; the shares were valued at $.005 per share.
At March 31, 2011, the Company owed Dr. K. Terry, a related party shareholder,
a total of $1,353,420, which represented $436,500 for accrued rent, $705,000
for convertible notes, and $211,920 for accrued interest against the
convertible notes. On April 1, 2011, the total due Dr. Terry of $1,353,420 was
purchased by Ventures Capital Partners, LLC, another related party, which
provided Dr.Terry an equity interest in Ventures Capital Partners, LLC.
In November 2012, the Company changed its name from Destination Television,
Inc. to the Movie Studio, Inc.
During the month of November 2012, the Company became involved in litigation
regarding the ownership of equipment left in the building by a previous
tenant. The building serves as the corporate headquarters for the Company.
The Company was ordered by the court to preserve the equipment until ownership
can be established by the court. The Company has made no claim of ownership of
the equipment and expects to be dismissed from the litigation.
18
Item 2. Management's Discussion and Analysis of Financial Conditions and
Results of Operations
THIS FILING CONTAINS FORWARD-LOOKING STATEMENTS. THE WORDS "ANTICIPATED,"
"BELIEVE," "EXPECT," "PLAN," "INTEND," "SEEK," "ESTIMATE," "PROJECT," "WILL,"
"COULD," "MAY," AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-
LOOKING STATEMENTS. THESE STATEMENTS INCLUDE, AMONG OTHERS, INFORMATION
REGARDING FUTURE OPERATIONS, FUTURE CAPITAL EXPENDITURES, AND FUTURE NET CASH
FLOW. SUCH STATEMENTS REFLECT THE COMPANY'S CURRENT VIEWS WITH RESPECT TO
FUTURE EVENTS AND FINANCIAL PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES,
INCLUDING, WITHOUT LIMITATION, GENERAL ECONOMIC AND BUSINESS CONDITIONS,
CHANGES IN FOREIGN, POLITICAL, SOCIAL, AND ECONOMIC CONDITIONS, REGULATORY
INITIATIVES AND COMPLIANCE WITH GOVERNMENTAL REGULATIONS, THE ABILITY TO
ACHIEVE FURTHER MARKET PENETRATION AND ADDITIONAL CUSTOMERS, AND VARIOUS OTHER
MATTERS, MANY OF WHICH ARE BEYOND THE COMPANY'S CONTROL. SHOULD ONE OR MORE OF
THESE RISKS OR UNCERTAINTIES OCCUR, OR SHOULD UNDERLYING ASSUMPTIONS PROVE TO
BE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY AND ADVERSELY FROM THOSE
ANTICIPATED, BELIEVED, ESTIMATED, OR OTHERWISE INDICATED. CONSEQUENTLY, ALL OF
THE FORWARD-LOOKING STATEMENTS MADE IN THIS FILING ARE QUALIFIED BY THESE
CAUTIONARY STATEMENTS AND THERE CAN BE NO ASSURANCE OF THE ACTUAL RESULTS OR
DEVELOPMENTS.
The following discussion and analysis of our financial condition and plan of
operations should be read in conjunction with our financial statements and
related notes appearing elsewhere herein. This discussion and analysis contains
forward-looking statements including information about possible or assumed
results of our financial conditions, operations, plans, objectives and
performance that involve risk, uncertainties and assumptions. The actual
results may differ materially from those anticipated in such forward-looking
statements. For example, when we indicate that we expect to increase our
product sales and potentially establish additional license relationships, these
are forward-looking statements. The words expect, anticipate, estimate or
similar expressions are also used to indicate forward-looking statements.
Plan of Operation
The Movie Studio, Inc. F/K/A Destination Television, Inc. (the "Company" or the
"Registrant") was incorporated in the State of Delaware in 1961 under the name
Magic Fingers, Inc. By amendment of its certificate of incorporation, the
Company's name was changed in 1999 to Magicinc.com and in April 2002 to Magic
Media Networks, Inc. and in February 2007 to Destination Television, Inc. In
November of 2012 the Company filed an amendment to change its name to The Movie
Studio, Inc. Through the period ended October 31, 1999, the Company devoted
substantially all its efforts to reorganizing its financial affairs and
settling its debt obligations. During the fiscal years ended October 31, 2000
and October 31, 2001, the Company was engaged primarily in the planning and
development of an interactive network to provide entertainment via the
Internet. Subsequent to October 31, 2001, the Company redirected its business
focus to the development of a private television network, in high traffic
locations such as bars and nightclubs. During the development process, the
Company received incidental revenue from the sale of advertising and the
production of commercials.
Results of Operation
Revenue
Revenue increased from 7,595 to $8,985 for the three months ended January 31,
2010 compared to the same period in 2009. The $1,390 increase in revenue is
primarily attributable to the increase in subscription revenue.
19
Expenses
For the three months period ended January 31, 2010 and 2009, the Company
reported $-0- and $173,430 for consulting expenses. The decrease is
attributable to the discontinued use of outside consultants.
Selling, general and administrative expenses decreased $26,738 from $93,080 to
$66,342 for the three months ended January 31, 2010, as compared to the same
period in 2009. These decreases were primarily due to the Company's decreasing
payroll costs.
Other
For the three months ended January 31, 2010 and 2009, the Company reported
interest expense of $19,166 and $17,713, respectively, an increase of
$1,453(9.0%).
Liquidity and Capital Resources
As of January 31, 2010 the Company had assets of $15,339 as against total
liabilities of $1,863,568. The Company has an accumulated deficit of
approximately $8,653,606 as of January 31, 2010, has no cash available for
payment of operating expenses, no source of revenue, and requires additional
financing in order to finance its business activities on ongoing basis. The
Company's future capital requirements will depend on numerous factors,
including but not limited to continued progress in the pursuit of business
opportunities. The Company is actively pursuing alternative financing and has
discussions with various third parties, although no firm commitments have been
obtained. In the interim, the principal shareholder has committed to meeting
any operating expenses incurred by the Company. The Company believes that
actions it is presently taking to revise its operating and financial
requirements provide it with the opportunity to continue as a going concern.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
Our 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 (Exchange Act) as a process designed
by or under the supervision of, our principal executive and principal financial
officers and effected by our 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 generally accepted accounting principles and
includes those policies and procedures that:
Pertain to the maintenance of records that is in reasonable detail
accurately and fairly reflect the transactions and dispositions of our
assets
Provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of our management and directors: and
20
Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Company's assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company's Internal Control over
financial reporting as of January 31, 2010. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in this Internal Control-Integrated
Framework.
Base on our assessment, we believe that, as of January 31, 2010 our internal
control over financial reporting was not effective.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act) that are designed to ensure that
information required to be disclosed in the reports we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to our management, including our chief executive
officer and chief financial officer, as appropriate to allow timely decisions
regarding disclosure. In designing and evaluating the disclosure controls and
procedures, management recognized that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.
Our management, with the participation of our chief executive officer and chief
financial officer, has evaluated the effectiveness of our disclosure controls
and procedures as of January 31, 2010. Based on their evaluation, our chief
executive officer and chief financial officer have concluded that, as of
January 31, 2010, our disclosure controls and procedures were not effective.
(b) Changes in internal controls.
There have not been any changes in the Company's internal control over
financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) during the quarter ended January 31, 2010 that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
During the month of November 2012, the Company became involved in litigation
regarding the ownership of equipment left in the building by a previous
tenant. The building serves as the corporate headquarters for the Company.
The company was ordered by the court to preserve the equipment until ownership
can be established by the court. The Company has made no claim of ownership of
the equipment and expects to be dismissed from the litigation.
21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three month period ended January 31, 2010, there was no modification
of any instruments defining the rights of holders of the Company's common stock
and no limitation or qualification of the rights evidenced by the Company's
common stock as a result of the issuance of any other class of securities or
the modification thereof.
Item 3. Defaults upon Senior Securities
There have been no defaults in any material payments during the covered period.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
The Company does not have any other material information to report with respect
to the nine month period ended January 31, 2010.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
33.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002
33.2 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended January 31,
2010.
22
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
THE MOVIE STUDIO, INC.
Date: January 25, 2013
/s/ Gordon Scott Venters
Gordon Scott Venters
President, Secretary and Director
23
EXHIBIT 33.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
I, Gordon Scott Venters, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of The Movie
Studio, Inc.
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the small business issuer as of, and for, the periods
present in this report;
4. The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and
have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
small business issuer, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report
based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's
internal control over financing reporting that occurred during the
small business issuer's most recent fiscal quarter (the small
business issuer's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the small business issuer's internal control
over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control
over financial reporting, to the small business issuer's auditors and
the audit committee of the small business issuer's board of directors
(or persons performing the equivalent functions):
24
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which
are reasonably likely to adversely affect the small business
issuer's ability to record, process, summarize and report
financial information; and
(b) Any fraud, whether or not material, that involved management or
other employees who have a significant role in the small business
issuer's internal control over financial reporting.
Dated: January 25, 2013
/s/ Gordon Scott Venters
Gordon Scott Venters
Chief Executive Officer
Chief Accounting Officer
25
EXHIBIT 33.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Quarterly Report of The Movie Studio, Inc. (the
"Company") on Form 10-Q for the period ending January 31, 2010, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Gordon Scott Venters, Chief Executive Officer and Chief Accounting Officer of
the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 that:
1. The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations
of the Company.
By: /s/ Gordon Scott Venters
Gordon Scott Venters
Chief Executive Officer
Chief Accounting Officer
Dated: January 25, 2013
26
