UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended October 31, 2010
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File No. 000-30800
THE MOVIE STUDIO, INC.
(Exact name of registrant as specified in its charter)
Delaware 65-0494581
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
530 North Federal Highway, Ft. Lauderdale, Florida 33301
(Address of Principal Executive Offices)
(954) 332-6600
(Registrant's Telephone Number)
(954) 765-6218
(Issuer's facsimile number)
(Former name, address and fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes No X
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes No X
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding twelve months (or for such shorter
periods 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 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[ ]
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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 the definitions of "large accelerated filer," "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
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act):
Yes No X
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common equity,
as of the last business day of the registrant's most recently completed second
fiscal quarter.
Aggregate market value of the voting common stock held by non-affiliates of the
registrant as of December 26, 2012 was: $678,013.
Number of shares of our common stock outstanding as of February 28, 2013 is:
131,182,473
Documents incorporated by reference: None
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THE MOVIE STUDIO, INC. F/K/A DESTINATION TELEVISION, INC.
TABLE OF CONTENTS
Page
PART I
ITEM 1. DESCRIPTION OF BUSINESS......................................... 4
ITEM 1A.RISK FACTORS ....................................................4
ITEM 1B.UNRESOLVED STAFF COMMENTS...................................... 12
ITEM 2. PROPERTIES......................................................12
ITEM 3. LEGAL PROCEEDINGS...............................................12
ITEM 4. (REMOVED AND RESERVED)..........................................13
PART II
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES..................................13
ITEM 6. SELECTED FINANCIAL DATA.........................................13
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS...........................................13
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK......17
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS.............................. F-1
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE ...........................................18
ITEM 9A.CONTROLS AND PROCEDURES ........................................18
ITEM 9B.OTHER INFORMATION...............................................18
PART III
ITEM 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT .............19
ITEM 11.EXECUTIVE COMPENSATION .........................................19
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.................................20
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE....................................................21
ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES .........................21
PART IV
ITEM 15.EXHIBITS........................................................22
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
The Movie Studio is a publicly traded vertically integrated motion picture
production company that develops, manufactures and distributes independent
motion picture content for worldwide consumption on a multitude of devices.
Destination Television, Inc. ("DESTINATION TELEVISION" or "DSTV") is a
broadcast media company that used its custom content and entertainment-based
programming along with its proprietary technology to influence the purchasing
decisions of millions of active consumers in targeted "away-from-home" leisure
destinations.
Destination Television, Inc. and their wholly owned subsidiary Destination
Television, Inc. core broadcast was Bar TV, Gym TV and Hotel TV and were
designed, implemented and focused on leisure destinations with entertaining
and informative audio and video content increasing the duration and frequency
of consumer visits and duration of stay, generating incremental revenue and
promoting the sale of specific products. Destination Television enabled
advertisers and leisure/retailers to effectively and efficiently reach active
consumers at the point of sale (POS) where most purchase decisions are made.
In addition to influencing consumer behavior, Destination Television's
programming was proven to be successful in generating brand awareness and
could create additional sales lift. Destination Television's business motto
was "Leisure Destinations driving traffic to Retail Locations."
Over the years, Destination Television surveyed the media landscape, combining
the best aspects of each medium into the DSTV's business model, simultaneously
applying it to a very unique physical space. In 2008, when the US. Advertising
industry consolidated and also the digital signage space as well because it was
without any quantifiable measurement platform for advertisers, Destination
Television began the re-organization of its business model. In 2009, The
Companybegan the first steps in transitioning its core business operations into
a newmedia platform that involved elements of its original media business model
into its new business "The Movie Studio" and in 2010 the Company begun physical
implementation of transitioning the platform. The new "The Movie Studio"
platform consists of 3 verticals that operate synergistically with each other.
The first,"Strategic Partner"is where the company engages substantial asset
partners into the vertical integration of the business whereas they can engage
their Companiesbrand, product or service into "The Movie Studio" that can
provide them different opportunities associated with the movie business and
where each relationship is crafted in the best interest of the client's needs or
objectives. The second vertical is where "Locations Pay Us" for filming a scene
of our movie at their location whereas utilizing the excitement of a motion
picture production at the location, can drive traffic to their "Point of Sale"
(POS). In addition, the company utilizes it's "Win a part in a movie contest"
at the location and providing "digital plates"to the Location that the location
can utilize the "Key Art" shot of the location as base artwork for web, print
or television at no additional cost in perpetuity. Locations have provided
correspondence that on the night of the event has seen double digit increase in
their margins directly at Point of Sale (POS). The third vertical is "Product
Placement." The motion picture product placement industry is a two billion
dollar industry and companies utilize this platform to create worldwide brand
awareness for their brand, product or service with the average movie impact of
fifteen (15) years, (in five year distribution cycles). In addition, the
Company provides us product that we utilize at Movie events for PPG (on premise
promotional giveaways) gaining additional branding exposure in direct
interaction with the brands exact demographic.
The value proposition for investors in the bi-product of manufacturing of a
Major Motion Picture Asset(s) that reduces Capital expenses (CAP X) by utilizing
these vertical in the manufacturing of the intellectual property (movie) asset.
The completed movie then employs a significant expense to revenue proposition by
utilizing these metrics and licenses the motion picture asset to seventy (70)
countries around the world (foreign market) as well as domestically in
traditional media outlet channels, movie theaters, television, DVD, pay cable,
Video on Demand (VOD) mobile etc. In addition the motion picture integrates a
soundtrack that creates an additional revenue stream for investors. The Company
has proven the business model on all three verticals prior to opening up
The Movie Studio" a 7200 Sq. Ft. state of the art production studio in downtown
Ft. Lauderdale, complete with 24X36 Green Screen, Infinity Wall, Edit Suites,
complete motion picture manufacturing lighting and equipment, cameras make-up
station, talent division and in-house marketing. The Movie Studio has
manufactured its first feature film production for Ventures Capital Partners,
LLC. titled "Exposure"starring Corey Feldman and is currently in pre-production
of the sequel "Double Exposure." In addition,"The Movie Studio" can generate
additional revenue streams from studio rentals and music video production.
The Company
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is currently fully operational and implementing its business model to scale the
Companies operations in 2013 and beyond. The Company intends to change its name
of operations from Destination Television, Inc. to The Movie Studio Inc. and
apply for a new stock symbol, requesting: (MOVI).
INDUSTRY BACKGROUND
Film Studio:
The Movie Studio, Inc. is an Entertainment or Motion Picture Company that has
its own privately owned studio facility that is used to make films, which is
handled by the production company. The majority of companies in the
entertainment industry have never owned their own studios, but have rented
space from other companies. There are also independently owned studio
facilities, who have never produced a motion picture of their own because they
are not entertainment companies or motion picture companies, they are companies
who sell only studio space.
Beginnings:
In 1893, Thomas Edison built the first Movie Studio in the United States when he
constructed the Black Maria, a tarpaper-covered structure near his laboratories
in West Orange, New Jersey, and asked circus, vaudeville, and dramatic actors to
perform for the camera. He distributed these movies at vaudeville theaters,
penny arcades, wax museums, and fairgrounds. The pioneering film studio was
founded in New Rochelle, New York in 1909 by American theatrical impresario
Edwin Thanhouser. The company produced and released 1,086 films between 1910 and
1917, successfully distributing them around the world. The first film serial
ever, Million Dollar Mystery, was released by the Thanhouser company in 1914. In
the early 1900s, companies started moving to Los Angeles, California. Although
electric lights were by then widely available, none were yet powerful enough to
adequately expose film; the best source of illumination for motion picture
production was natural sunlight. Some movies were shot on the roofs of buildings
in Downtown Los Angeles. Early movie producers also relocated to Southern
California to escape Edison's Motion Picture Patents Company, which controlled
almost all the patents relevant to movie production at the time.
The first Movie Studio in the Hollywood area was Nestor Studios, opened in 1911
by Al Christie for David Horsley. In the same year, another 15 independents
settled in Hollywood. Other production companies eventually settled in the Los
Angeles area in places such as Culver City, Burbank, and what would soon become
known as Studio City in the San Fernando Valley.
An independent film is a professional film production resulting in a feature
film that is produced mostly or completely outside of the major film studio
system. In addition to being produced and distributed by independent
entertainment companies, independent films are also produced and/or distributed
by subsidiaries of major film studios. Independent films are sometimes
distinguishable by their content and style and the way in which the filmmakers'
personal artistic vision is realized. Usually, but not always, independent films
are made with considerably lower film budgets than major studio films.
Generally, the marketing of independent films is characterized by limited
release, but can also have major marketing campaigns and a wide release.
Independent films are often screened at local, national, or international film
festivals before distribution (theatrical and/or retail release). An
independent film production can rival a mainstream film production if it has
the necessary funding and distribution.
PRINCIPAL PRODUCTS AND THEIR MARKETS
The Movie Studio, Inc. (OTC: SYMBOL: DSTV Requested: MOVI)
Due to the proliferation of new mobile media platforms in society, The Movie
Studio intends to enter into the personalized content & media space utilized
by consumers via Laptops, Tablets, Smartphone's and new out-of home devices as
they are developed.
The Movie Studio intends to manufacture independent content that fits the
marketplace void including indie movies with relevant movie stars and indie
soundtracks with substantial fan bases that we can reach their demographic on-
line and sell digital downloads direct to consumers with a minimum barrier to
entry and minimum capital expenditures compared to traditional marketing forms
of content delivery. In addition to traditional marketing platforms that we
intend to sell and leverage as well, The Movie Studio intends to sell its
content and where it's available on all devices, mobile, I-Pad etc. for the
personal user with the personal playlist of unique and indie content relevant
to their interests applicable for the individual and their consumption.
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The Movie Studio is implementing its new proven vertically integrated revenue
model of a). Strategic Partners in Motion Pictures b). Locations Pay a fee for
placement in the movie and can monetize our platform at their point of sale
(POS). In addition the Company provides Locations "Digital Plates" "Green
Screen" application for use in movies, commercials, for the location, web-
applications and print that can significantly monetize the location while 360
degree media "Branding" the location and can be applicator for the location
in a variety of ways:
Promotional Media
Promotional media is a broad marketing term that describes methods used to
promote goods and or services. Promotional media can be broken into several
categories or channels, including:
Print Media - is all the media we use in hard copy format such as
* Business cards
* Brochures
* Posters
* Promotional Literature
* Banners
Digital Media - this includes the internet
* Video Promotion
* Websites
* Social Media
* Digital Signage
* Digital Tags
* Smartphone Apps
* Radio / TV
Promotional Gifts - often used to stay top-of-mind with customers
* Pens
* Caps
* T-shirts
* Mugs
* Bags
* Banners
c). Product Placement pays a fee for placement into the movie and "branding as
well as "On Premise Promotional Giveaways" (PPG). In addition Product Placement
receives "Digital Plates" that receive the same benefits as referenced above for
Locations.
d). The Movie Studio has established significant motion picture distribution
arrangements for worldwide distribution at the American Film Market as of
November2011 to provide investors an exit strategy on both movie partnership
investment units as well as The Movie Studio shareholders. As of May 1, 2012
we have entered into an Exclusive Worldwide Distribution Agreement with Cinema
Arts Entertainment with Minimum Guarantees ("MG"s) that for the first 10 markets
total a minimum of $520,000.00.
e). The completed movie then employs a significant expense to revenue
proposition by utilizing these metrics and licenses the motion picture asset to
seventy (70) countries around the world (foreign market) as well as domestically
in traditionalmedia outlet channels, movie theaters, television, DVD, pay cable,
Video on Demand (VOD) mobile etc. In addition the motion picture integrates a
soundtrack that creates an additional revenue stream for investors.
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DISTRIBUTION METHODS
Film distribution Methods: A distributor is a company or individual responsible
for the marketing of a film. The distributor may set the release date of a film
and the method by which a film is to be exhibited or made available for viewing:
for example, directly to the public either theatrically or for home viewing
(DVD, video-on-demand (VOD), download, television programs through broadcast
syndication etc.). A distributor may do this directly, if the distributor owns
the theaters or film distribution networks, or through theatrical exhibitors and
other sub-distributors.
A limited distributor may deal only with particular products, such as DVDs or
Blu-ray, or may act in a particularcountry or market. Theatrical distribution:
If a distributor is working with a theatrical exhibitor, the distributor secures
a written contract stipulating the amount of the gross ticket sales to be paid
to the distributor by the exhibitor (usually a percentage of the gross) after
first deducting a "floor," which is called a "house allowance" (also known as
the "nut"), collects the amount due, audits the exhibitor's ticket sales as
necessary to ensure the gross reported by the exhibitor is accurate, secures
the distributor's share of these proceeds, and transmits the remainder to the
production company or to any other intermediary, such as a film release agent.
The distributor must also ensure that enough film prints are struck to service
all contracted exhibitors on the contract-based opening day, ensure their
physical delivery to the theater by the opening day, monitor exhibitors to make
sure the film is in fact shown in the particular theatre with the minimum number
of seats and show times, and ensure the prints' return to the distributor's
office or other storage resource also on the contract-based return date. In
practical terms, this includes the physical production of film prints and their
shipping around the world (a process that is beginning to be replaced bydigital
distribution) as well as the creation of posters, newspaper and magazine
advertisements, television commercials, trailers, and other types of ads.
The distributor is also responsible for ensuring a full line of advertising
material is available on each film which it believes will help the exhibitor
attract the largest possible audience, create such advertising if it is not
provided by the production company, and arrange for the physical delivery of
the advertising items selected by the exhibitor at intervals prior to the
opening day. If the distributor is handling an imported or foreign film, it may
also be responsible for securing dubbing or subtitling for the film, and secur-
ing censorship or other legal or organizational "approval" for the exhibition
of the film in the country/territory in which it does business, prior to
approaching the exhibitors for booking. Depending on which studio that is
distributing the film, the studio will either have offices around the world,
by themselves or partnered with another studio, to distribute films in other
countries. If a studio decides to partner with a native distributor, upon
release both names will appear. The foreign distributor may license the film
for a certain amount of time, but the studio will retain the copyright of the
film. Early distribution windows:
Although there are numerous distribution techniques today, previous to the
multi-channel transition, studios and networks did not experiment with
different distribution processes. Studios believed that the new distribution
methods would cause their old methods of revenue to be destroyed. Within time,
the development of new distribution did prove to be beneficial. The studios
revenue was gained from myriad distribution windows. These windows created
many opportunities in the industry and allowed networks to make a profit and
eliminate failure. These new distribution methods benefited audiences that were
normally too small to reach and expanded the content of television. With the
new age of technology, networks accepted the fact that it was a consumer demand
industry and accepted the new models of distribution. Non-theatrical
distribution: This term, used mainly in the British film industry, describes
the distribution of feature films for screening to a gathered audience, but not
in theatres at which individual tickets are sold to members of the public. The
defining distinctions between a theatrical and a non-theatrical screening are
that the latter has to be to a closed audience in some way, e.g. pupils of a
school, members of a social club or passengers on an airliner, and that there
can be no individual admission charge. Most non-theatrical screening contracts
also specify that the screening must not be advertised, except within the group
that is eligible to attend (e.g. in a membership organization's newsletter or
an in-flight magazine).
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The largest market for non-theatrical distribution is probably the airlines,
followed by film societies. Non-theatrical distribution is generally handled
by companies that specialize in this market, of which Filmbank [1] is Britain's
largest, representing the major Hollywood studios. Home video media is sold
with a licence that permits viewing in the home only (hence the copyright
notice that appears at the start of many VHS tapes and DVDs which states that
the content must not be shown in oil rigs, prisons or schools). Until these
technologies were widespread, most non-theatrical screenings were on16mm film
prints supplied by the distributor. Today, the most common business model is
for a distributor to sell the exhibitor a licence that permits the legal
projection of a copy of the film, which the exhibitor buys separately on a
home video format. These licencescan either be for individual, one-off
screenings, or cover an unlimited number of screenings of titles represented
by that distributor for a specified time period. The latter are often
purchased by pubs and students' unions, to enable them to show occasional
feature films on a TV in their bars. Home video distribution:
Some distributors only handle home video distribution or some sub-set of home
video distribution such as DVD and/or Blu-ray distribution and now the fastest
growing area id Video on Demand (VOD). The remaining home video rights may be
licensed by the producer to other distributors or the distributor may sub-
license them to other distributors. If a distributor is going to distribute a
movie on a physical format such as DVD, they must arrange for the creation of
the artwork for the case and the face of the DVD and arrange with a DVD
replicator to create a glass master to press quantities of the DVD. Today some
movie producers are using a process called "DVD-on-demand." In DVD-on-demand,
a company will burn a DVD-R (a process called "duplication") when a copy of
the DVD is ordered, and then ship in to the customer.
A distributor may also maintain contact with wholesalers who sell and ship DVDs
to retail outlets as well as online stores, and arrange for them to carry the
DVD. The distributor may also place ads in magazines and online and send copies
of the DVD to reviewers. The newest area Video on Demand (VOD) is expected to
grow as a result of new media devices, mobile phones, PDA's, tablets and I-Pads
as additional ways individuals consume content.
The New Hollywood/Foreign Distribution:
In the past, big studios have not always used analysis, analytics, metrics or
measurement; but that is not true any longer. Companies such as Relativity
Media use a new Hollywood approach that is vastly more technical than preparing
an analysis of how many people actually attend the theater as a result of buying
a ticket. Their approach now accounts for thousands of variables, from the stars
of a movie to its release date to the type of media used in production, and
compares each of those variables to nearly every film ever made with at least
one of the same attributes. It takes four people just to operate the program
that governs their approach.
New Hollywood companies employ a movie-rejection system, not a movie-picking
system, while the data-intensive approach operates on a new paradigm of new
media marketing and buzz-worthy elements intertwined into the infrastructure
of the movie. Big studios are swinging for the fences, and they lose money on
85 percent of the movies they make; they don't have a hedge against those
losses, so they need the one or two franchise movies each year to make up for
the money losers. New Hollywood studios have hedges; they make movies that
people will love, but also on a financially based system. They don't take huge
risks.
The New Hollywood studios can make money without a blockbuster on its slate,
if it controls upfront costs and has unique arrangements with film distributors
on the back-end. Unlike most major studios, who own their own distribution
companies, New Hollywood studios seek relationships with over 117 distributors
around the globe, each of which could come under contract to buy any movie the
studio makes at a preset percentage of the film's budget. In return, the
distributors are guaranteed a piece of the back-end revenue for each movie.
For New Hollywood studios, the structure is a safety net for films that
underperform, a safety net the major studios don't have.
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STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCTS
The Movie Studio has manufactured its first feature film production for Ventures
Capital Partners, LLC, a film titled "Exposure," starring Corey Feldman. The
studio is currently in pre-production of the sequel "Double Exposure." In
addition, The Movie Studio can generate additional revenue streams from studio
rentals and music video production. The Company is currently fully operational
and implementing its business model for operations in 2013 and beyond.
SOURCES AND AVAILABILITY OF PRODUCTS
The Movie Studio has manufactured its first feature film production for Ventures
Capital Partners, LLC, a film titled "Exposure," starring Corey Feldman. The
studio is currently in pre-production of the sequel "Double Exposure." In
addition, The Movie Studio can generate additional revenue streams from studio
rentals and music video production. The Company is currently fully operational
and implementing its business model for operations in 2013 and beyond.
DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS
The Company is not dependent on one or a few major customers.
PATENTS AND TRADEMARKS
Destination Television currently owns the registered trademark for the name and
brand for Destination Television, Inc. with the United States Patent and
Trademark office (USPTO). The Movie Studio is a trademark of "The Movie Studio"
however is not a registered trademark.
"The Movie Studio" a 7200 Sq. Ft. state of the art production studio in downtown
Ft. Lauderdale, complete with green screen, infinity wall, edit suites, complete
motion picture manufacturing lighting and equipment, cameras, make-up station,
talent division and in-house marketing.
ENVIRONMENTAL LAWS
Our operations are not subject to environmental laws and regulations.
EMPLOYEES
The Company currently is currently completing its quasi-reorganization and
currently employs one (1) full time employee, the President and utilizes the
services of numerous work for hire and other individuals.
ITEM 1A. RISK FACTORS
Lack of Profitable Operating History
The Company does not have a history of profitable operation. There is no
assurance that the Company will ever be profitable. The Company's ability to
achieve profitability will depend upon a number of factors, including, but not
limited to, whether the Company:
* has funds available for working capital, project development and sales and
marketing efforts;
* has funds for the continuous upgrading of its production operations and
facilities;
* achieves the projected sales revenues;
* controls the Company's operating expenses;
* continues to attract new business;
* withstands competition in the Company's marketplace.
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Competition
The Company's competitors are rapidly changing and may be well capitalized and
financially stronger than Destination Television. Our competitors could
reproduce the company's business model without significant barriers to entry.
The Company's activities may require additional financing, which may not be
obtainable.
The Company had limited cash deposits. Based on the Company's expectations as
to future performance, the Company considers these resources and existing and
anticipated credit facilities, to be inadequate to meet the Company's anti-
cipated cash and working capital needs at least through December 31, 2013. The
Company, however, expects to be able to raise capital to fund the Company's
operations, current and future acquisitions and investment in new program deve-
lopment. The Company may also need to raise additional capital to fund expansion
of the Company's business by way of one or more strategic acquisitions. Unless
the Company's results improve significantly, it is doubtful that the Company
will be able to obtain additional capital for any purpose if and when the
Company needs it.
The Company depends heavily on the Company's senior management who may be
difficult to replace.
The Company believes that the Company's future success depends to a significant
degree on the skills, experience and efforts of its Chairman, CEO and other key
executives. Any of these executives would be difficult to replace. While all of
them have incentives to remain with the Company, they are not bound by
employment contracts, and there is no assurance that either of them will not
elect to terminate their services to us at any time.
Increasing the Company's business depends on the Company's ability to increase
demand for the Company's products and services.
While the Company believes that there is a market for its planned increase in
the Company's products and services, there is no guarantee that the Company will
be successful in its choice of product or technology or that consumer demand
will increase as the Company anticipates.
The Company may be exposed to significant costs of defense and damages in
litigation stemming from current unresolved legal proceedings undertaken in the
future by and against the Company.
The Company could be subject of legal proceedings against the Company that could
give rise to significant exposure in costs and damages.
The Company's ability to operate and compete effectively requires that the
Company hires and retain skilled marketing and technical personnel, who have
been in short supply from time to time and may be unavailable to us when the
Company needs them.
The Company's business requires us to be able to continuously attract, train,
motivate and retain highly skilled employees, particularly marketing and other
senior management personnel. The Company's failure to attract and retain the
highly trained personnel who are integral to the Company's sales, development
and distribution processes may limit the rate at which the Company can generate
sales. The Company's inability to attract and retain the individuals the Company
needs could adversely impact the Company's business and the Company's ability to
achieve profitability.
The Company may suffer from a business interruption and continuity of its on-
going operations might be affected.
The Company's ability to implement its business plans may be adversely affected
by any business interruption that will affect the continuity of its operations.
While the Company may take reasonable steps to protect itself, there could be
interruptions from computer viruses, server attacks, network or production
failures and other potential interruptions that would be beyond the Company's
reasonable control. There can be no assurance that the Company's efforts will
prevent all such interruptions. Any of the foregoing events may result in an
interruption of services and a breach of the Company's obligations to its
clients and customers or otherwise have a material adverse effect on the
business of the Company.
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Macro-economic factors may impede business, access to finance or may increase
the cost of finance or other operational costs of the Company.
Changes in the United States and global financial and equity markets,
including market disruptions, interest rate fluctuations, or inflation changes,
may make it more difficult for the Company to obtain financing for its
operations or investments or increase the cost of obtaining financing. In the
event that the Company is delayed in attaining its projections, borrowing costs
can be affected by short and long-term debt ratings assigned by independent
ratings agencies which are based, in significant part, on the Company's
performance as measured by credit metrics such as interest coverage and
leverage ratios. Decrease in these ratios or debt ratings would increase the
Company's cost of borrowings and make it more difficult to obtain financing.
There is a limitation on the officers and directors liability.
The articles of the Company limit the personal liability of directors and
officers for breach of fiduciary duty and the Company provides an indemnity for
expenses and liabilities to any person who is threatened or made a party to any
legal action by reason of the fact that the person is or was a director or
officer of the Company unless the action of proven to that the person was liable
to be negligent or misconduct in the performance of their duty to the Company.
The loss of our key officers or directors may raise substantial doubt as to the
continued viability of the Company.
Destination Television's operations depend on the efforts of key officers and
directors and the loss of their services may irreparably harm the Company in
such a manner that it may not be able to overcome any such loss in management.
Investors may lose their entire investment if Destination Television fails to
implement its business plan.
Destination Television expects to face substantial risks, uncertainties,
expenses, and difficulties because it is a development stage company.
Destination Television was formed in 1961. Destination Television has no
demonstrable operations record of substance upon which you can evaluate the
Company's business and prospects. Destination Television prospects must be
considered in light of the risks, uncertainties, expenses and difficulties
frequently encountered by companies in their early stages of development.
Destination Television cannot guarantee that it will be successful in
accomplishing its objectives.
As of the date of this prospectus, Destination Television has had only
limited startup operations and has generated very small revenues. Consider-
ing these facts, independent auditors have expressed substantial doubt about
Destination Television's ability to continue as a going concern in the
independent auditors' report to the financial statements included in the
registration statement, of which this prospectus is a part. In addition,
Destination Television's lack of operating capital could negatively affect
the value of its common shares and could result in the loss of your
entire investment.
Because of our new business model, we have not proven our ability to gener-
ate profit, and any investment in Destination Television is risky.
We have very little meaningful operating history so it will be difficult
for you to evaluate an investment in our stock. We have not sold any of our
products to date. Our auditors have expressed substantial doubt about our
ability to continue as a going concern. We cannot assure that we will ever
be profitable. Since we have not proven the essential elements of profitable
operations, you will be furnishing venture capital to us and will bear the
risk of complete loss of your investment in the event we are not successful.
We may be unsuccessful in monitoring new trends.
Our net revenue might decrease with time. Consequently, our future success
depends on our ability to identify and monitor trends and the development of
new markets. To establish market acceptance of a new technologies, we will
dedicate significant resources to research and development, production and
sales and marketing. We will incur significant costs in developing, commiss-
ioning and selling new products, which often significantly precedes meaning-
ful revenues from its sale. Consequently, new business can require signifi-
cant time and investment to achieve profitability. Prospective investors
should note, however, that there can be no assurance that our efforts to
introduce new products or other services will be successful or profitable.
11
We may face distribution and product risks.
Our future financial results depend in large part on our ability to develop
relationships with our customers. Any disruption in our relationships with
our future customers could adversely affect our financial performance.
We may face claims of infringement on intellectual property rights.
Other parties may assert claims of ownership or infringement or assert a
right to payment with respect to the exploitation of certain intellectual
properties against us. In many cases, the rights owned or being acquired by
us are limited in scope, do not extend to exploitation in all present or
future uses or in perpetuity. We cannot assure you that we will prevail in
any of these claims. In addition, our ability to demonstrate, maintain or
enforce these rights may be difficult. The inability to demonstrate or
difficulty in demonstrating our ownership or license rights in these
technologies may adversely affect our ability to generate revenue from or
use of these intellectual property rights.
If our operating costs exceed our estimates, it may impact our ability to
continue operations.
We believe we have accurately estimated our needs for the next twelve
months. It is possible that we may need to purchase additional equipment,
hire additional personnel, and further develop new business ventures, or
that our operating costs will be higher than estimated. If this happens,
it may impact our ability to generate revenue and we would need to seek
additional funding. We intend to establish our initial client base via
existing relationships that our directors and officers have established in
past business relationships. Should these relationships not generate the
anticipated volume of business, any unanticipated costs would diminish our
working capital.
Competitors with more resources may force us out of business.
Competition in our sectors of business come from a variety of factors,
including quality, timely commissioning of new projects, product positioning,
pricing and brand name recognition. The principal competitors for our business
may do this better than we can. Each of these competitors has substantially
greater financial resources than we do. New technologies may also present
substantial competition. We may be unsuccessful in competing with these
competitors, which may materially harm our business.
Destination Television may not be able to attain profitability without
additional funding, which may be unavailable.
Destination Television has limited capital resources. Unless Destination
Television begins to generate sufficient revenues to finance operations as
a going concern, Destination Television may experience liquidity and
solvency problems. Such liquidity and solvency problems may force Destination
Television to cease operations if additional financing is not available.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
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 $54,000 for each of the years ended October 31,
2009 and October 31, 2008.
ITEM 3. LEGAL PROCEEDINGS
Destination Television, Inc. is in possession of third party equipment as a
result of a previous company (Studione 1) that left the premises and claimed
ownership of the property. We were contacted by a third party and shareholder
of Peter Langone affiliated Company "Global Branding" who stated they were the
owers of the equipment and if we turned over the equipment to Peter Langone et
al. that they would litigate. Peter Langone commenced litigation on the equip-
ment and the third party provided discovery to the Judge who ordered Destination
Television to preserve the equipment pending the outcome of litigation or
settlement discussions between the parties or additional court order(s).
Destination Television, Inc. has preserved "All" the equipment
12
as stated by the judge and has never made any claim as to ownership of the
property and further expects to be dismissed of the lawsuit without prejudice
once the true ownership of the equipment can be identified by the courts.
ITEM 4. MINE SAFETY DISCLOSURES
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
On December 26, 2012, there were 559 shareholders of record of our common stock.
DIVIDENDS
We do not intend to retain future earnings to support our growth. Any payment
of cash dividends in the future will be dependent upon: the amount of funds
legally available therefore; our earnings; financial condition; capital
requirements; and other factors which our Board of Directors deems relevant.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
Not applicable
ITEM 7. MANGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following Management's Discussion and Analysis ("M&D&A") is intended to help
the reader understand the results of operations and financial condition of The
Movie Studio, Inc. F/K/A Destination Television, Inc. MD&A is provided as a
supplement to, and should be read in conjunction with, our financial statements
and the accompanying Notes to Financial Statements.
Forward Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for certain forward-looking statements. Certain information included in this
Annual Report on Form 10-K, and other materials filed or to be filed by us with
the Securities and Exchange Commission (as well as information included in oral
statements or other written statements made or to be made by us or our
management)contain or will contain, forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and
Section 27A of the Securities Act of 1933, as amended. The words "believe,"
"expect," "anticipate,""estimate," "project" and similar expressions identify
forward-looking statements, which speak only as of the date the statement was
made. We undertake no obligation to publicly update or revise any forward-
looking statements. Such forward-looking statements are based upon management's
current plans or expectations and are subject to a number of uncertainties and
risks that could significantly affect current plans, anticipated actions and
our future financial conditions and results. As a consequence, actual results
may differ materially from those expressed in any forward-looking statements
made by or on behalf of us as a result of various factors. Any forward-looking
statements are made pursuant to the Private Securities Litigation Reform Act
of 1995 and, as such, speak only as of the date made.
13
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 2002to 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 Operations for the years ended October 31, 2010 and 2009
The following tables sets forth a summary of financial highlights for the
years ended October 31:
Year Ended
October 31,
2010 2009 Change Change%
------ ------ ------- --------
Statement of operations data:
Sales $ 30,690 $ 34,138 ($3,448) (10%)
Expenses 371,351 594,218 (222,867) ( 1%)
Other expenses - 59,406 (59,406) (100%)
Income or (loss)
from continuing operations (340,661) (619,486) 278,825 (155%)
Net income (loss) (340,661) (619,486) 278,825 (155%)
Net loss per share $ (0.01) $ (0.01)
For the years ended October 31, 2010 and 2009, we reported a net loss of
$340,661 and $619,486, respectively, an decrease in net loss of $278,825.
The decrease in net loss is primarily attributable to a $222,867 decrease
in expenses, and a $21,813 decrease in sales.
For the year ended October 31, 2010 and 2009, we reported sales of $30,690
and $34,138, respectively, an decrease of $3,349, or 10.2%. This is
decrease is primarily attributable to an decrease in subscription revenue
of $3,349.
Total expenses for the years ended October 31, 2010 and 2009 were $371,351
and $594,218, respectively, a decrease of $222,867, 37.5%. This decrease
is attributable to a decrease of approximately $60,332 in selling and general
and administrative expenses, a decrease of $168,930 in consulting expense and
an increase of $6,396 in interest expense.
The $60,332 decrease in selling and general and administrative expenses is
primarily attributable to a decrease of $21,950 in payroll expense $17,763 in
professional fees, and a decrease of $22,492 in contract labor. The decrease
in payroll expenses is the result of reducing employee staffing during the
year ended October 31, 2010.
For the year ended October 31, 2010 and 2009, we reported consulting expenses
of $4,700 and $173,630, a decrease of $168,930, or 97.3%. This decrease is
primarily attributable to the decrease in the use of consultants.
For the year ended October 31, 2010, interest expense increased $6,396 to
$79,739 (8.7%) from the $73,343 reported for the year ended October 31, 2008.
This increase results from the increase in short-term borrowings during the
year ended October 31, 2010.
14
Liquidity and Capital Resources
For the year ended October 31, 2010, we used $199,710 for operating activities,
as compared to $288,823 used for operations for the year ended October 31, 2009.
We used $1,080 in investing activities in 2010, for the acquisition of fixed
assets, compared to the $8,310 used for investing activities in 2009 for the
acquisition of fixed assets.
Historically, we have financed our business primarily from the receipt of cash
from financing activities. During the year ended October 31, 2010, we received
proceeds of $27,500 from the sale of common stock and $173,790 from loans made
to the Company by related party shareholders.
At October 31, 2010, we reported total liabilities of $2,095,196, all of which
is current and due within one year. The liability total of $2,095,196 consists
of a $705,000 convertible note and accrued interest of $205,368 due Dr. Terry.
The $705,000 of principal consist of $500,000 in the form of 6% and 8%
convertible notes, of which $300,000 is secured by all of the Company's assets,
and $205,000 in 6% non-convertible unsecured loans. We also owe Dr. Terry
$423,000 for accrued rent. The Company is also indebted to its president and
CEO in the amount of $461,905; $414,797 of this amount represents accrued wages
and the balance of $47,108 represents funds he advanced to the Company for
working capital purposes.
We also owe the Internal Revenue Service approximately $300,000 for unpaid
payroll taxes. The Company did submit an Offer in Compromise to substantially
reduce the liability; however, the Internal Revenue Service rejected our initial
Offer in Compromise. We have appealed the Internal Revenue Service's rejection,
and we continue to negotiate with the Internal Revenue Service to resolve all
outstanding issues related to the unpaid payroll taxes. All payroll tax
obligations incurred during the fiscal years ended October 31, 2010 and 2009
have been paid.
Capital Expenditures
Our requirements for capital expenditures should not exceed $10,000 for year
ended October 31, 2011.
Inflation
We believe that inflation has not had a material effect on our operations during
2010 and 2009.
Off-balance Sheet Arrangements
We did not have any off-balance sheet arrangements during 2010 and 2009.
Recently Issued Accounting Standards
The Company evaluates the pronouncements of various authoritative accounting
organizations, primarily the Financial Accounting Standards Board (FASB), the
SEC, and the Emerging Issues Task Force (EITF), to determine the impact of new
pronouncements on GAAP and the impact on the Company. The following are recent
accounting pronouncements that have been adopted during 2012, or will be adopted
in future periods.
Fair Value Measurements: In May 2011, the FASB amended the ASC to develop common
requirements for measuring fair value and for disclosing information about fair
value measurements in accordance with GAAP and International Financial Reporting
Standards. The amendment is effective for the first interim or annual period
beginning on or after December 15, 2011. The adoption of this amendment on
January 1, 2012 did not have a material impact on the Company's results of
operations and financial condition.
Comprehensive Income: In June 2011, the FASB amended the ASC to increase the
prominence of the items reported in other comprehensive income. Specifically,
the amendment to the ASC eliminates the option to present the components of
other comprehensive income as part of the statements of shareholders' equity.
The amendment must be applied retrospectively and is effective for fiscal years
and the interim periods within those years, beginning after December 15, 2011.
15
In February 2013, the FASB amended the ASC to require entities to provide
information about amounts reclassified out of other comprehensive income by
component. The Company is required to present, either on the face of the
financial statements or in the notes, the amounts reclassified from other
comprehensive income to the respective line items in the statements of
operations. This amendment is effective for interim and annual periods
beginning after December 15, 2012 The Company has adopted all accounting
pronouncements issued since December 31, 2007 through February 22, 2012, none
of which had a material impact on the Company's financial statements.
Critical Accounting Policies and Estimates
We prepared our consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America. In preparing
these consolidated financial statements, we are required to make judgments,
assumptions and estimates, which we believe are reasonable and prudent based on
the available facts and circumstances. These judgments, assumptions and
estimates affect certain of our revenues and expenses and their related balance
sheets. On an on-going basis, we re-evaluate our selection of assumptions and
the method of calculating our estimates. Actual results, however, may materially
differ from our calculated estimates and this difference would be reported in
our current operations. Our critical accounting policies include income taxes
and stock-based compensation for services.
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 in which 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.
16
Stock-Based Compensation for Services
The Company complies with FASB ASC Topic 718 "Stock-based 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 overthe 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
years ended October 31, 2010 and 2009, respectively, related to consulting
services.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
17
ITEM 8. FINANCIAL STATEMENTS
Our financial statements, together with the report of auditors, are as follows
Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-2
CONSOLIDATED BALANCE SHEET AS OF OCTOBER 31, 2010 AND 2009 F-3
CONSOLISATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED F-4
OCTOBER 31, 2012 AND 2011
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' F-5
DEFICIENCY FOR THE YEARS ENDED OCTOBER 31, 2010 AND 2009
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED F-6
OCTOBER 31, 2010 AND 2009
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS F-7 - F-18
F-1
Patrick Rodgers, CPA, PA
309 E. Citrus Street
Altamonte Springs, FL 32701
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
The Movie Studio, Inc. (FKA Destination Television).
I have audited the accompanying balance sheet of The Movie Studio, Inc.
(FKA Destination Television) as of October 31, 2010 and the statements of
operations, stockholders' equity, and cash flows for the year ended
October 31, 2010. These financial statements are the responsibility of
the Company's management. My responsibility is to express an opinion on
these financial statements based on my audit.
I conducted my audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
I plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company
is not required to have, nor was I engaged to perform, an audit of its
internal control over financial reporting. My 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, I
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. I believe that my audit
provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of The Movie Studio, Inc.
(FKA Destination Television) as of October 31, 2010 and the results of its
operations and its cash flows for the year period ended October 31, 2010
in conformity with accounting principles generally accepted in the United
States.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 3 to
the financial statements, the Company has a minimum cash balance
available for payment of ongoing operating expenses, has accumulated
deficits of $8.6 million, and it does not have a source of revenue
sufficient to cover its operating costs. These factors raise substantial
doubt about the Company's ability to continue as a going concern.
Management's plans in this regard are described in Note 3.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ Patrick Rodgers, CPA, PA
Altamonte Springs, Florida
February 28, 2013
F-2
THE MOVIE STUDIO, INC.
(FORMERLY DESTINATION TELEVISION, INC.)
Consolidated Balance Sheet
October 31, October 31,
2010 2009
Assets
Current Assets
Cash $ 19 $ 319
--------- -------
Total Current Assets 19 319
Property and Equipment, net 9,129 13,961
Acquired amortizable intangible assets 1,180 1,480
--------- ---------
Total assets $ 10,328 $ 15,760
========= =========
Liabilities and Stockholders' Equity
Current Liabilities
Accrued rent $ 423,000 $ 369,000
Payroll taxes payable 299,923 263,459
Convertible notes payable 705,000 705,000
Loans payable 461,905 287,915
Accrued interest 205,368 162,093
----------- ---------
Total current liabilities 2,095,196 1,787,467
Total Liabilities 2,095,196 1,787,467
Stockholder's deficiencey
Preferred stock, series B convertible 206,000 206,000
($.0001 par value) 5,750,000 authorized,
issued and outstanding at July 31,
2010 and October 31, 2009, respectively
Common stock, ($.0001 par value);
200,000,000 shares authorized,
102,355,260 and 96,855,260 shares
issued and outstanding October 31,
2010 and October 31, 2009, respectively 6,626,877 6,599,377
Accumulated deficit (8,917,745) (8,577,084)
----------- -----------
Total stockholders' deficiency (2,084,868) (1,771,707)
----------- -----------
Total liabilities and stockholders' $ 10,328 $ 15,760
deficiency ========== ==========
The accompanying footnotes are an integral part of these financial statements.
F-3
THE MOVIE STUDIO, INC.
(FORMERLY DESTINATION TELEVISION, INC.)
Consolidated Statements of operatiions
Three Year ended October 31,
2010 2009
----------- ----------
Sales $ 30,690 $ 34,138
Expenses:
Selling, general and administrative 286,912 347,245
Consulting 4,700 173,630
Interest 79,739 73,343
----------- ----------
Total expenses 371,351 594,218
----------- ----------
Net loss before income taxes ( 340,661) ( 594,218)
Income taxes - -
----------- ----------
Net income (loss) ( 340,661) ( 560,080)
Other income (expense)
Loss on disposition of property - (59,406)
and equipment
----------- ----------
Loss from operations ( 340,661) ( 619,486)
Discontinuing operations:
Loss from discontinued operations - -
Net loss before income taxes ( 340,661) ( 619,486)
Income taxes - -
----------- ----------
Net income or (loss) $( 340,661) $( 619,486)
=========== ==========
Basic and diluted loss per share:
Income or (loss) from continuing $ - $ -
Income or (loss) from discontinued operations
and loss on disposition, net $ - $ -
Weighted average number of common
shares outstanding, basic and fully ============ ===========
diluted 98,971,698 88,986,030
============ ===========
The accompanying footnotes are an integral part of these financial statements.
F-4
THE MOVIE STUDIO , INC.
(FORMERLY DESTINATION TELEVISION, INC.)
Consolidated Statements of Cash Flows
Year Ended October 31,
2010 2009
Cash flows from operating activities: ----------- ----------
Net loss $(340,661) $(619,486)
Adjustment to reconcile net loss to net
cash used by operating activities:
Depreciation 1,553 8,741
Grant of stock options at fair value - 49,930
Stock issued for services - 120,500
Loss on disposition of equipment - 59,406
Changes in operating assets and liabilites
Increase in payables and accrued expenses 55,000 ( 34,842)
Increase in accrued rent - ( 54,000)
Increase in accrued interest 43,275 44,300
Increase in payroll taxes payable 36,464 26,765
Decrease in prepaid expenses - 1,863
--------- ---------
Net cash used in operating activities (199,710) ( 26,229)
Cash flows from investing activities
Acquisition of fixed assets (1,080) (8,310)
--------- ---------
Cash flows from financing activities (1.080) (8,310)
Proceeds from issuance of common stock 27,500 103,100
Proceeds from related party loan 173,790 193,834
Net cash provided by financing --------- --------
activities 201,290 296,934
Net increase (decrease) in cash 500 (199)
Cash, beginning of period 319 (518)
--------- --------
Cash, end of period $ 819 $ 319
========= ========
The accompanying footnotes are an integral part of these financial statements.
F-5
THE MOVIE STUDIO, INC.
(FORMERLY DESTINATION TELEVISION, INC.)
Consolidated Statements of Changes in Stockholders Deficiency
Total
Common Preferred Accumulated Stockholders
Balance Shares Amount Shares Amount Deficit Deficiency
-------- ---------- --------- -------- ---------- ------------- -----------
Oct 31 07 52,258,760 $6,104,357 3,750,000 $150,000 $(7,341,239) $(1,086,882)
Issuance 5,500,000 75,020 - - - 75,020
Issuance 2,900,000 34,450 - - - 34,450
Issuance 15,000,000 76,000 2,000,000 56,000 - 132,000
Options - 36,020 - - - 36,020
Net loss - - - - (616,359) (616,359)
----------- ----------- --------- --------- ------------ ------------
Oct 31 08 75,658,760 6,325,847 5,750,000 $206,000 (7,957,598) $(1,425,751)
Issuance 12,750,000 120,000 - - - 120,000
Issuance 5,950,000 103,100 - - - 103,100
Options 2,496,500 49,930 - - - 49,930
Net loss - - - - (653,817) (653,817)
----------- ----------- --------- --------- ------------ ------------
Oct 31 09 96,855,260 $6,599,377 5,750,000 $206,000 $(8,611,415) $(1,806,038)
Issuance 5,500,000 27,500 - - - 27,500
Net Loss - - - - (339,089) (339,089)
----------- ----------- --------- -------- ------------ ------------
Oct 31 10 102,355,260 $6,626,877 5,750,000 $206,000 $(8,950,504) $(2,117,627)
=========== =========== ========= ======== =========== ============
The accompanying footnotes are an integral part of these financial statements.
F-6
THE MOVIE STUDIO, INC.
(FORMERLY DESTINATION TELEVISION, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 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 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 October 31, 2010 and 2009.
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 October 31, 2010 and 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
in which 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.
F-7
THE MOVIE STUDIO, INC.
(FORMERLY DESTINATION TELEVISION, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2010
Note 2. Summary of significant Accounting Policies (continued)
Income Taxes (continued)
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 benefits that
is greater than fifty percent likely of being realized upon ultimate settle-
ment. Derecognition 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.
Stock-Based Compensation
The Company complies with FASB ASC Topic 718 "Stock Basesd 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 2010 or 2009 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
F-8
THE MOVIE STUDIO, INC.
(FORMERLY DESTINATION TELEVISION, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2010
Note 2. Summary of significant Accounting Policies (continued)
Stock-Based Compensation (continued)
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 expense of approximately $-0- and
$170,430 during the years ended October 31, 2010 and 2009, respectively,
related to consulting services.
Recently Adopted Accounting Pronouncements
The Company evaluates the pronouncements of various authoritative accounting
organizations, primarily the Financial Accounting Standards Board (FASB),
the SEC, and the Emerging Issues Task Force (EITF), to determine the impact
of new pronouncements on GAAP and the impact on the Company. The following
are recent accounting pronouncements that have been adopted during 2012, or
will be adopted in future periods.
Fair Value Measurements: In May 2011, the FASB amended the ASC to develop
common requirements for measuring fair value and for disclosing information
about fair value measurements in accordance with GAAP and International
Financial Reporting Standards. The amendment is effective for the first
interim or annual period beginning on or after December 15, 2011. The
adoption of this amendment on January 1, 2012 did not have a material impact
on the Company's results of operations and financial condition.
Comprehensive Income: In June 2011, the FASB amended the ASC to increase
the prominence of the items reported in other comprehensive income.
Specifically, the amendment to the ASC eliminates the option to present the
components of other comprehensive income as part of the statements of
shareholders' equity. The amendment must be applied retrospectively and is
effective for fiscal years and the interim periods within those years,
beginning after December 15, 2011.
In February 2013, the FASB amended the ASC to require entities to provide
information about amounts reclassified out of other comprehensive income by
component. The Company is required to present, either on the face of the
financial statements or in the notes, the amounts reclassified from other
comprehensive income to the respective line items in the statements of
operations. This amendment is effective for interim and annual periods
beginning after December 15, 2012
The Company has adopted all accounting pronouncements issued since
December 31, 2007 through February 25, 2013, 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.
F-9
THE MOVIE STUDIO, INC.
(FORMERLY DESTINATION TELEVISION, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 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 $8.9 million as
of October 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 share-
holder 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 concept of placing TV's in bars, hotels and gyms. 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:
As of October 31,
2010 $ 300
2011 300
2012 300
2013 300
Thereafter 280
Total expected annual --------
amortization expense $ 1,480
=======
F-10
THE MOVIE STUDIO, INC.
(FORMERLY DESTINATION TELEVISION, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 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 FASB ASC Topic 740,
"Income Taxes," 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:
October 31,
2010 2009
----------- -----------
Deferred tax asset:
Net operating loss carry-forwards $4,405,757 $4,332,350
other temporary differences 1,800 1,800
---------- ---------
Deferred tax asset 4,407,557 4,334,150
Less: Valuation allowance (4,407,557) (4,334,150)
Net deferred tax asset $ - $ -
October 31,
2010 2009
----------- -----------
Statutory federal income tax expense (34)% (34)%
State and local income tax
(net of federal benefits) (5) (5)
Other temporary differences 39 39
Valuation allowance - % - %
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 compute
operations center. The rent is $4,500 per month and the Company is responsible
for utilities. Rent expense was $54,000 for each of the years ended October
31, 2010 and October 31, 2009.
Employment Agreements
Gordon Scott Venters is employed as the Company's president and Chief
executive officerpursuant to an employment agreement, effective November 1,
2007. The three-year employmentagreement, 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 October 31, 2010, Mr. Venters was owed
$248,557 for accrued unpaid salary. As of October 31, 2009, Mr. Venters was
owed $86,895 for accrued unpaid salary.
F-11
THE MOVIE STUDIO, INC.
(FORMERLY DESTINATION TELEVISION, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2010
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 October 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 October 31, 2010.
Note 9 - Stockholders' Deficiency
Common Stock Stock Issued for Cash. During year ended October 31, 2010, the
Company issued to accredited investors a total of 5,500,000 shares of common
stock for $0.005 per share for a total of $27,500. 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 trans-
ferred 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.
F-12
THE MOVIE STUDIO, INC.
(FORMERLY DESTINATION TELEVISION, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2010
Note 9. Stockholders' Deficiency (continued)
Common Stock (continued)
Stock Issued for Services
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 issued 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.
Stock Issued in Exchange for Debt
In November 2007, the Company's president, Gordon Scott 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. In April 2007, Mr. Venters, acquired from the
Company 500,000 shares of its common stock, which were valued at $26,000, or
$0.052 per share, as repayment of a $25,000 loan he made to the Company in
August 2006 and payment of $1,000 of accrued unpaid salary. Additionally, in
October 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. These
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.
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 October 31, 2009, there were 5,750,000 shares of Series B
Preferred Stock outstanding; on October 31, 2007, there were 3,750,000 shares
outstanding. Each share of Series B Preferred Stock is convertible into one
share of common stock.
Note 10. Common Stock Options
The following table summarizes the key assumptions used in determining the
fair value of options granted during the fiscal year ended October 31, 2010
an 2010.
Table of Key Assumptions
Interest Dividend Expected Expected
Rate Yield Volatility Life
--------- ---------- ----------- ----------
5.0% 0.0% 200.0% 12 mos.
F-13
THE MOVIE STUDIO, INC.
(FORMERLY DESTINATION TELEVISION, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2010
Note 10. Common Stock Options
The following table summarizes the option activity during the fiscal years
ended October 31, 2010 and October 31, 2009.
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 October 31, 2010 and
October 31, 2009.
Note 11. Litigation
As of October 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,
2009, 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 October 31, 2010 and October 31, 2009, the Company
owed Dr. Terry for accrued interest $205,698 and $162,093, respectively; and
for accrued rent $423,000 and $369,000, respectively. These amounts are
included in the accompanying consolidated balance sheets as accrued interest,
related party and accounts and accrued expenses payable, respectively.
F-14
THE MOVIE STUDIO, INC.
(FORMERLY DESTINATION TELEVISION, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2010
Note 12. Related Party Transactions (continued)
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.
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.
At October 31, 2010 and 2009, the Company owed Mr. Venters $414,597 and
$248,557, respectively, for accrued unpaid salary.
Note 13. Supplemental Cash Flow Information Selected non-cash investing and
financing activities are summarized as follows:
2010 2009
--------- ---------
Stock issued for services $ - $ 120,500
Stock issued for payment of loan payable - -
Options issued for services - 49,930
Note 14. Subsequent Events
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
F-15
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Our accountant is Patrick Rodgers CPA, P.A. We do not presently intend to
change accountants. At no time have there been any disagreements with such
accountant regarding any matter ofaccounting principles or practices, financial
statement disclosure, or auditing scope or procedure.
ITEM 9A. CONTROLS AND PROCEDURES
Changes in Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. 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 a process designed by, or under the supervision of, the company's
principal executive and principal financial officers 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
accounting principles generally accepted 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 the transactions and dispositions of the assets of the
company;
- Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America and that
receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company and;
- 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. 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. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material mis-
statements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible
to design into the process safeguards to reduce, though not eliminate this
risk.
As of October 31, 2010 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective.
This annual report does not include an attestation report of the Corporation's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the
Corporation's registered public accounting firm pursuant to temporary rules of
the SEC that permit the Corporation to provide only the management's report in
this annual report.
ITEM 9B. OTHER INFORMATION
None.
18
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The directors and officers as of October 31, 2010, are set forth below. The
directors hold office for their respective term and until their successors are
duly elected and qualified. Vacancies in the existing Board are filled by a
majority vote of the remaining directors. The officers serve at the will of
our Board of Directors.
First Year
Name Age as Director Position
-------------------- --- ----------- ------------
Gordon Scott Venters 52 1993 CEO/Director
BUSINESS EXPERIENCE
Set forth below is the name of our director and officer, all positions and
offices held, the period during which he has served as such, and the business
experience during at least the last five years:
Gordon Scott Venters, Chief Executive Officer and Chairman of the Board
Gordon Scott Venters has been President and Chief Executive Officer and a
Director of The Movie Studio FKA Destination, Television, Inc. for the last ten
months and a Director of Destination Television since 1996. During that time he
has Executive Produced, Produced, Written and Directed "Exposure" starring Corey
Feldman ready for worldwide release in the first quarter of 2013 the first of
the four picture franchise. He has also served as a member of our Board of
Directors from March 1994 to May 1995. Prior to joining Destination Television,
Inc., Mr. Venters was engaged in the entertainment industry, including the
financing, management and production of films, videos and recordings. From May
1995 until December 1996, he served as president and Director of Quantum
Entertainment, Company in Los Angeles. From 1990 to 1993, Mr. Venters served
as President and Chief Executive Officer of Flash Entertainment, Inc., an
independent feature film company and predecessor of our company, during which
time he was the executive producer of "no More Dirty Deals" and five music
videos. He had previously been the executive Producer of two full length
feature films, "Shakma & Shoot". Mr. Venters, has also been a financial advisor
and a registered stockbroker with FD.D. Roberts Securities and Prudential
Bache Securities, Inc.
CERTAIN LEGAL PROCEEDINGS
No director, nominee for director, or executive officer has appeared as a party
in any legal proceeding material to an evaluation of his ability or integrity
during the past five years.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
To date, we have not filed Form 5 for the year ended October 31, 2010.
ITEM 11. EXECUTIVE COMPENSATION
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 month salary in the event
of a change of control or termination "without cause," or if the employee
terminates for "good reason." As of October 31, 2010, Mr. Venters was owed
$414,597 for accrued unpaid salary. As of October 31, 2009, Mr. Venters was
owed $248,557 for accrued unpaid salary.
No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by us for the benefit of our employees.
19
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table illustrates the common stock and preferred stock ownership
of Gordon Scott Venters as of February 21, 2013.
Title of Name and Title Amount of Beneficial % of
Class Owner of Shares Ownership
-------- -------------- --------------- ---------
Common Gordon Scott Venters, CEO, and 3.5 million shares 3%
Director
Preferred Gordon Scott Venters, CEO, and 5.75 million shares 100%
Director
The address for all officers and directors is:
530 North Federal Highway
Ft. Lauderdale, Florida 33301.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Stock Issued for Cash
During year ended October 31, 2010, the Company issued to accredited investors
a total of 5,500,000 shares of common stock for $0.005 per share for a total
of $27,500. 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 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
in the notes to the consolidated financial statements (See Note 11 - Common
Stock Options).
Stock Issued in Exchange for Debt In November 2007, the Company's president,
Gordon Scott 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.
20
In April 2007, Mr. Venters, acquired from the Company 500,000 shares of its
common stock, which were valued at $26,000,or $0.052 per share, as repayment
of a $25,000 loan he made to the Company in August 2006 and payment of $1,000
of accrued unpaid salary. Additionally, in October 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. These 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.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
For the Company's fiscal year ended October 31, 2010, we were billed and paid
$0. The audit fees were for professional services rendered for the audit of our
financial statements, respectively.
Tax Fees
For the Company's fiscal year ended October 31, 2010, we were billed and paid
$0 for professional services rendered for tax compliance, tax advice, and tax
planning, as well as for legal services.
All Other Fees
The Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal year ended October 31, 2010.
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PART IV
ITEM 15. EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
1. Financial statements; see index to financial statements and schedules in
Item 8 herein.
2. Financial statement schedules; see index to financial statements and
schedules in Item 8 herein.
3. Exhibits:
The following exhibits are filed with this Form 10-K and are identified by the
numbers indicated; see index to exhibits immediately following financial
statements and schedules of this report.
EXHIBIT INDEX
3.1 Articles of Incorporation (1)
3.2 By-laws (1)
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to Title 18 Section 1350
Reports on Form 8k:
None
22
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, there unto duly authorized.
THE MOVIE STUDIO, INC. F/K/A DESTINATION TELEVISION, INC.
By: /s/ Gordon Scott Venters
Gordon Scott Venters
President, Chief Executive Officer,
and Director
Dated: February 28, 2013
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.
By: /s/ Gordon Scott Venters
President, Chief Executive Officer,
Director
Dated: February 28, 2013
23
302 CERTIFICATION OF CERTIFYING OFFICER
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Gordon Scott Venters, certify that:
1. I have reviewed this Form 10-K of The Movie Studio, Inc.
F/K/A Destination Television, 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 issuers 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 13-a-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
principals;
(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):
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonable 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 rile in the small business
issuer's internal control over financial reporting.
Dated: February 25, 2013
/s/ Gordon Scott Venters
--------------------------
Gordon Scott Venters
Chief Executive Officer
Chief Financial Officer
24
906 CERTIFICATION OF CERTIFYING OFFICER
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the accompanying Yearly Report On Form 10-K of The Movie
Studio, Inc. F/K/A Destination Television, Inc. for the Year Ended October 31,
2009 I,Gordon Scott Venters, Chief Executive Officer and Chief Financial Officer
of The Movie Studio, Inc. F/K/A Destination Television, Inc. hereby certify
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:
1. Such Yearly Report on Form 10-K for the year ended October 31, 2009
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 such Yearly Report on Form 10-K for the
year ended October 31, 2009 fairly presents, in all material respects,
the financial condition and results of operations of The Movie Studio,
Inc. F/K/A Destination Television, Inc.
Dated: February 28, 2013
THE MOVIE STUDIO, INC. F/K/A DESTINATION TELEVISION, INC.
By: /s/ Gordon Scott Venters
- -------------------------------------
Gordon Scott Venters
Chief Executive Officer and
Chief Financial Officer
25
