______________________________________________________________________________________________

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, 2011





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 incorporation or organization) | (I.R.S. Employer Identification No.)



530 North Federal Highway, Ft. Lauderdale,
Florida 33301

_______________________________________________________________________________________________

(Address of Principal Executive Offices)



(954) 332-6600

______________________________________________________________________________________________

(Issuer’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









1







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. [ ]



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 March 29, 2013, was $1,311,824

Number of shares of our common stock outstanding
as of June 12, 2013 is: 131,182,473



Documents incorporated by reference: None





















































































2















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                                                               | 9   
|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           | 13  
|        | PURCHASES OF EQUITY SECURITIES                                             |     
|ITEM 6  | SELECTED FINANCIAL DATA                                                    | 13  
|ITEM 7  | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF | 13  
|        | OPERATIONS                                                                 |     
|ITEM 7A | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                 | 17  
|ITEM 8  | CONSOLIDATED FINANCIAL STATEMENTS                                          | 18  
|ITEM 9  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND            | 19  
|        | FINANCIAL DISCLOSURE                                                       |     
|ITEM 9A | CONTROLS AND PROCEDURES                                                    | 19  
|ITEM 9B | OTHER INFORMATION                                                          | 19  
|        |                                                                            |     
|        | PART III                                                                   |     
|        |                                                                            |     
|ITEM 10 | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                         | 20  
|ITEM 11 | EXECUTIVE COMPENSATION                                                     | 20  
|ITEM 12 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND         | 21  
|        | RELATED STOCKHOLDER MATTERS                                                |     
|ITEM 13 | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE  | 21  
|ITEM 14 | PRINCIPAL ACCOUNTING FEES AND SERVICES                                     | 22  
|        |                                                                            |     
|        | PART IV                                                                    |     
|        |                                                                            |     
|ITEM 15 | EXHIBITS                                                                   | 22  



































3







PART I



|ITEM 1. | DESCRIPTION OF BUSINESS
|------- | -----------------------



GENERAL



The Movie Studio, Inc. F/K/A Destination
Television, Inc. (“the Company" or “DSTV” or the "Registrant”) 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.



The Company 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.



The Company’s original core broadcast business was Bar TV,
Gym TV, and Hotel TV, which were designed and implemented to focus 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. The Company 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,
the Company’s programming was proven to be successful in generating brand awareness and could create additional sales lift.
The Company’s business motto was “Leisure Destinations driving traffic to Retail Locations.”



Over the years, the Company 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, the US advertising industry consolidated, including digital signage space, because the industry did not provide a quantifiable
measurement platform for its advertisers; at that time, The Company began to reorganize its business model. In 2009, The Company
took the first steps in transitioning its core business operations into a new media platform, which included incorporating elements
of its original media business model into its new business, The Movie Studio. In 2010, the Company took the next step, when it
physically began transitioning its core business to the new platform. The Movie Studio platform consists of three verticals that
operate synergistically with each other. Strategic Partner, is the first of the three verticals. In this vertical, the Company
enters into agreements with substantial asset partners, wherein these partners can promote their brand, product, or service through
the Movie Studio, which can offer them, through the its vertical integration model, a variety of opportunities, as a result of
their association with the movie business. Each partner agreement is crafted in the best interest of the client’s needs or
objectives.



Locations Pay Us is the second vertical, wherein we get paid for
filming a scene of our movie at the location of a client. The excitement generated from motion picture production at given location
can drive traffic to the client’s point of sale (POS); as a result, the Company and the client both benefit from this arrangement
.. In addition, the Company utilizes its win-a-part-in-a-movie contest at the location; it also provides digital plates to the client’s
location, which can utilize the key art shot of the location as base artwork for web, print or television at no additional cost
in perpetuity. Clients have reported that their locations have seen double digit increases in their margins on the night of the
filming event. Product Placement is the third vertical. The motion picture product placement industry is a two billion dollar industry;
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, these companies provides us products that we utilize
at movie events for PPG (on premise promotional giveaways); they also gain additional branding exposure in direct interaction with
the brands exact demographic.



The value proposition for investors is in the bi-product of manufacturing
of a major motion picture asset(s), which 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 ratio, by utilizing
these metrics. The motion picture asset is ultimately licensed to seventy (70) countries around the world (foreign market) and
domestically in the traditional media outlet channels, movie theaters, television, DVD, pay cable, Video on Demand (VOD) mobile
etc. In addition the motion picture integrates a soundtrack, which 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,



4











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. Is 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

is currently fully operational and implementing its business model
to scale the Companies operations in 2013 and beyond. The Company changed its name of operations from Destination Television, Inc.
to The Movie Studio, Inc. In November, 2012 and has applied 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, which 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.



Anindependent
filmis a professionalfilm
productionresulting
in afeature
filmthat
is produced mostly or completely outside of themajor
film studiosystem.
In addition to being produced and distributed by independent entertainment companies, independent films are also produced and/or
distributed by subsidiaries of majorfilm
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 lowerfilm
budgetsthan
major studio films. Generally, the marketing of independent
films is characterized bylimited
release, but can also have major marketing campaigns and awide
release. Independent films are often screened at local, national, or internationalfilm
festivalsbefore
distribution (theatrical and/or retail release). An independent film production can rival amainstreamfilm
productionif 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.







5







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.

The Movie Studio is implementing its new proven vertically integrated
revenue model:



(a) Strategic Partners in Motion Pictures.



(b) Locations Pay US a fee for placement in the movie, which can
monetize our platform at their point of sale (POS).



(c) Product Placement: we receive a fee for product placement in
a movie, product branding, and on premise promotional giveaways (PPG). In addition the Product Placement client receives digital
plates and the same benefits as Location Pay US a fee client receive (see (b) above).



(d) At the American Film Market in November 2011, the Company established
significant motion picture arrangement for worldwide distribution, to provide investors an exit strategy for (1) their movie partnership
investment units and (2) shareholdings in the Company. In May 1, 2012, we have entered into an exclusive worldwide distribution
agreement with Cinema Arts Entertainment, with minimum guarantees (MG’s) that sales will total $520,000 for the first 10
markets.



(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 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.



In addition, the Company provides locations digital plates and 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 at thelocation can be an 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













6







Promotional Gifts--often used to stay top-of-mind with customers



*	Pens

*	Caps

*	T-shirts

*	Mugs

*	Bags

*	Banners





DISTRIBUTION METHODS



Film distribution Methods:A distributor is a company or individual responsible for the marketing of a film. The distributor may set therelease
dateof 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
programsthroughbroadcast
syndicationetc.). A distributor may do this directly,
if the distributor owns the theaters orfilm
distributionnetworks, 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 particular country or market.

Theatrical
distribution:

If a distributor is working with
a theatrical exhibitor, the distributor secures a writtencontractstipulating
the amount of thegrossticket
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,auditsthe
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 otherintermediary,
such as a film release agent).

The distributor must also ensure
that enough filmprintsare
struck to service all contracted exhibitors on the contract-basedopening
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 theirshippingaround
the world (a process that is beginning to be replaced bydigital distribution)
as well as the creation ofposters,
newspaper and magazineadvertisements,television
commercials, trailers, and other types ofads.

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 securing 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 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.

7







Non-theatrical distribution:

This term, used mainly in theBritish
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 organisation'snewsletteror
anin-flight
magazine).

The
largest market for non-theatrical distribution is probably theairlines,
followed byfilm
societies. Non-theatrical distribution is generally handled by companies that specialise
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 thecopyrightnotice
that appears at the start of manyVHStapes
andDVDs,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 filmprintssupplied
by the distributor. Today, the most commonbusiness
modelis 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 licences can 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 bypubsandstudents'
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 buzzworthy 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.



8







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.



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 TM is a trademark of The Movie Studio, however, is not a registered trademark.



The Movie Studio is 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;
and

• withstands competition in the Company’s
marketplace.

9







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 anticipated 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 development. 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 its ability to achieve profitability.



The Company may suffer from a business interruption
and continuity of its ongoing 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.





10







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.



The Company’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 the Company fails to implement its business plan.



The Company expects to face substantial risks, uncertainties, expenses,
and difficulties because it is a development stage company. The Company was formed in 1961. The Company has no demonstrable operations
record of substance upon which you can evaluate the Company’s business and prospects. The Company prospects must be considered
in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development.
The Company cannot guarantee that it will be successful in accomplishing its objectives.



As of the date of this prospectus, the Company has had only limited
startup operations and has generated very small revenues. Considering these facts, independent auditors have expressed substantial
doubt about the Company’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, the Company’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 generate profit, and any investment in The Company 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, commissioning and selling new products, which often significantly precedes meaningful
revenues from its sale. Consequently, new business can require significant 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.



The Company may not be able to attain profitability without additional
funding, which may be unavailable.



The Company has limited capital resources. Unless the Company begins
to generate sufficient revenues to finance operations as a going concern, the Company may experience liquidity and solvency problems.
Such liquidity and solvency problems may force the Company 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, 2011 and October 31, 2010.



|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------



The Company, 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., they would litigate.  Peter Langone commenced litigation on the
equipment and, the third party provided discovery to the Judge, who ordered the Company to preserve the







12







equipment pending the outcome of litigation or settlement discussions
between the parties or additional court order(s). The Company, Inc. has preserved all the equipment 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. | REMOVED AND RESERVED
|------- | --------------------



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 2002 to Magic Media Networks, Inc. and in February 2007 to Destination Television, Inc. In November of 2012, the Company
filed an amendment to change its name to The Movie Studio, Inc. Through the period ended October 31, 1999, the Company devoted
substantially all its efforts to reorganizing its financial affairs and settling its debt obligations. During the fiscal years
ended October 31, 2000 and October 31, 2001, the Company was engaged primarily in the planning and development of an interactive
network to provide entertainment via the Internet. Subsequent to October 31, 2001, the Company redirected its business focus to
the development of a private television network, in high traffic locations such as bars and nightclubs. During the development
process, the Company received incidental revenue from the sale of advertising and the production of commercials.



Results of Operations for the years
ended October 31, 2011 and 2010



The following tables sets forth a summary of
financial highlights for the years ended October 31:









|                                |  | Year Ended  |          |      |  |       
|------------------------------- |  | ----------- | -------- | ---- |  | ------
|                                |  | October 31, |          |      |  | %     
|                                |  | 2011        |          | 2010 |  | Change
|                                |  |             |          |      |  |       
|Statement of operations data:   |  |             |          |      |  |       
|                                |  |             |          |      |  |       
|Sales                           |  | $           | —        |      |  | $     
|                                |  |             |          |      |  |       
|Expenses                        |  |             | 192,371  |      |  |       
|                                |  |             |          |      |  |       
|Loss from continuing operations |  |             | (192,371 | )    |  |       
|                                |  |             |          |      |  |       
|Net loss                        |  |             | (192,371 | )    |  |       
|                                |  |             |          |      |  |       
|Net loss per share              |  | $           | (0.01    | )    |  | $     











For the years ended October 31, 2011 and 2010, we reported a net
loss of $192,371 and $340,661, respectively, a decrease in net loss of $148,290. The decrease in net loss is primarily attributable
to a $178,980 decrease in expenses and a $30,690 decrease in sales.



For the year ended October 31, 2011 and 2010, we reported sales
of $-0- and $30,690, respectively, a decrease of $30,690, or 100.00%. This is decrease is primarily attributable to a decrease
in subscription revenue of $30,690.



Total expenses for the years ended October 31, 2011 and 2010 were
$192,371 and $371,351, respectively, a decrease of $178,980, or 48%. This decrease is attributable to a decrease of approximately
$138,357 in selling and general and administrative expenses, a decrease of $4,700 in consulting expense, and a decrease of $36,723
in interest expense.



The $138,357 decrease in selling and general and administrative
expenses is primarily attributable to a decrease of $36,740 in payroll expense, $40,500 in professional fees, and $20,148 in contract
labor. The decrease in payroll expenses is the result of reducing employee staffing during the year ended October 31, 2011.



For the year ended October 31, 2011 and 2010, we reported consulting
expenses of $-0- and $4,700, respectively, a decrease of $4,700, or 100%. This decrease is primarily attributable to the decrease
in the use of consultants.



For the year ended October 31, 2011, interest expense decreased
$36,723 to $43,016 (46%) from the $79,739 reported for the year ended October 31, 2010. This decrease results from the decrease
in short-term borrowings during the year ended October 31, 2011.









14







Liquidity and Capital Resources



For the year ended October 31, 2011, we used $133,000 for operating
activities, as compared to $200,510 used for operations for the year ended October 31, 2010.



For the year ended October 31, 2011 and 2010, we used $-0- and $1,080,
respectively, in investing activities..



Historically, we have financed our business primarily from the receipt
of cash from financing activities. During the year ended October 31, 2011, we received proceeds of $133,000 from loans made to
the Company by related party shareholders.



At October 31, 2011, we reported total liabilities of $2,319,843,
all of which is current and due within one year. The liability total consists of loans payable to an entity owned by a shareholder
and officer of the Company, of $1,353,420. This entity assumed the debt due to Dr. Terry for an equity interest in the entity owned
by the shareholder and officer. The Company is also indebted to its president and CEO in the amount of $594,705; $547,597 of this
amount represents accrued wages and the balance of $47,108 represents funds he advanced to the Company for working capital purposes.



At October 31, 2010, we reported total liabilities of $2,130,327,
all of which was current and due within one year. The liability total of $2,130,327 consisted of a $705,000 convertible note and
accrued interest of $205,367 due Dr. Terry. The $705,000 of principal consisted 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 $461,705;
$414,597 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, 2009 and 2008 have been paid.



Capital Expenditures



Our requirements for capital expenditures should not exceed $10,000
for year ended October 31, 2012.



Inflation



We believe that inflation has not had a material
effect on our operations during 2011 and 2010.



Off-balance Sheet Arrangements



We did not have any off-balance sheet arrangements
during 2011 and 2010.



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 and through February 2013, 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.







15







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 28, 2013, 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 “Compensation
– Stock 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 2011 or 2010 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 $-0- during the years ended October 31, 2011 and 2010, 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-1       
|                                                                       |           
|CONSOLIDATED BALANCE SHEET AS OF OCTOBER 31, 2011 AND 2010             | F-2       
|                                                                       |           
|CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED OCTOBER 31,  | F-3       
|2011 AND 2010                                                          |           
|                                                                       |           
|CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY FOR THE | F-4       
|YEARS ENDED OCTOBER 31, 2011 AND 2010                                  |           
|                                                                       |           
|CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED OCTOBER 31,  | F-5       
|2011 AND 2010                                                          |           
|                                                                       |           
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                         | F-6 - F-12









































































18













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).



We have audited the accompanying balance sheets of The Movie Studio,
Inc. (FKA Destination Television) as of October 31, 2011 and 2010 and the statements of operations, stockholders’ equity,
and cash flows for the years ended October 31, 2011 and 2010. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements based on my audit.



We conducted our audits 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 were
we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly,
we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for
my opinion.



In our 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,
2011 and 2010 and the results of its operations and its cash flows for the years ended October 31, 2011 and 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 $9.1 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

June 12, 2013



































F-1











|THE MOVIE STUDIO, INC.                                               
|---------------------------------------------------------------------
|(FORMERLY DESTINATION TELEVISION, INC.)                              
|Consolidated Balance Sheets                                          
|                                                                     
|                                                                     
|                                                                     
|Assets                                                               
|Current assets                                                       
|Cash                                                                 
|Total current assets                                                 
|                                                                     
|Property and equipment, net                                          
|Acquired amortizable intangible assets                               
|                                                                     
|Total assets                                                         
|                                                                     
|Liabilities and stockholders' deficiency                             
|Current liabilities                                                  
|Accounts payable and accrued liabilites                              
|Payroll taxes payable                                                
|Convertible notes payable - related party                            
|Loans payable - related party                                        
|Accrued interest - related party                                     
|Total current liabilities                                            
|                                                                     
|Long-term debt, net of current portion                               
|Total liabilities                                                    
|                                                                     
|Stockholders' deficiency                                             
|                                                                     
|Preferred stock, Series B convertible $.0001 par value;              
|5,750,000 authorized, issued and outstaning at October 31, 2011      
|and October 31, 2011, respectively                                   
|                                                                     
|Common stock, $.0001 par value; 200,000,000 shares                   
|authorized, 102,355,260 and 102,355,260 shares issued and outstanding
|at October 31, 2011 and October 31, 2010, respectively               
|Accumulated deficit                                                  
|Total stockholders' deficiency                                       
|Total liabilities and stockholders' deficiency                       















|THE MOVIE STUDIO, INC.                 
|---------------------------------------
|(FORMERLY DESTINATION TELEVISION, INC.)
|Consolidated Statements of Operations  
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|The accompanying footnotes are an integral  part of these financial statements.
|                                                                                |  |  |  |  |  |  |  | 
|F-3                                                                            













|THE MOVIE STUDIO, INC.                                                        
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|(FORMERLY DESTINATION TELEVISION, INC.)                                       
|Consolidated Statements of Changes in Stockholders Deficiency                 
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|Balance, October 31, 2009                                                     
|Issuance of common stock                                                      
|for cash                                                                      
|Net Loss                                                                      
|Balance, October 31, 2010                                                     
|Net Loss                                                                      
|Balance, October 31, 2011                                                     
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|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                                         
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|The accompanying footnotes are an integral part of these financial statements.
|                                                                              
|F-5                                                                           

































THE MOVIE STUDIO,
INC.

(FORMERLY DESTINATION
TELEVISION, INC.)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

OCTOBER 31, 2011





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, 2011 and 2010.

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, 2011 and 2010.

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-6









THE MOVIE STUDIO,
INC.

(FORMERLY DESTINATION
TELEVISION, INC.)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

OCTOBER 31, 2011





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 benefit that is greater than fifty percent likely of being realized
upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability
that would reduce net assets. This policy also provides guidance on thresholds, measurement, de-recognition, classification, interest
and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement
comparability among different entities. It must be applied to all existing tax positions upon initial adoption and the cumulative
effect, if any, is to be reported as an adjustment to stockholder’s equity as of January 1, 2009. Based on its analysis,
the Company has determined that the adoption of this policy did not have a material impact on the Company’s financial statements
upon adoption. However, management’s conclusions regarding this policy may be subject to review and adjustment at a later
date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations
thereof.



Comprehensive Income



The Company complies with FASB ASC Topic 220, “Comprehensive
Income,” which establishes rules for the reporting and display of comprehensive income (loss) and its components. FASB ASC
Topic 220 requires the Company’s change in foreign currency translation adjustments to be included in other comprehensive
loss, and is reflected as a separate component of stockholders’ equity.



Stock-Based Compensation

The Company complies with FASB ASC Topic 718 “Compensation
– Stock 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 2011 or 2010 under FASB ASC 718.

















F-7







THE MOVIE STUDIO,
INC.

(FORMERLY DESTINATION
TELEVISION, INC.)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

OCTOBER 31, 2011



Note 2 – Summary of significant Accounting Policies (continued)



Stock-Based Compensation (continued)



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 expense of approximately $-0- and $-0- during the years ended October 31, 2011 and 2010,
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 28, 2012, none of which had a material impact on the Company’s financial statements.



Loss Per Common Share



The Company complies with the accounting and disclosure requirements
of FASB ASC 260, “Earnings Per Share.” Basic loss per common share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share incorporates
the dilutive effect of common stock equivalents on an average basis during the period.



















F-8







THE MOVIE STUDIO,
INC.

(FORMERLY DESTINATION
TELEVISION, INC.)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

OCTOBER 31, 2011



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 $9.1 million as of October 31, 2011, has
no cash available for payment of operating expenses, no source of revenue, and requires additional financing in order to finance
its business activities on ongoing basis. The Company’s future capital requirements will depend on numerous factors, including
but not limited to continued progress in the pursuit of business opportunities. The Company is actively pursuing alternative financing
and has discussions with various third parties, although no firm commitments have been obtained. In the interim, the principal
shareholder has committed to meeting any operating expenses incurred by the Company. The Company believes that actions it is presently
taking to revise its operating and financial requirements provide it with the opportunity to continue as a going concern.



The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. While we believe
that the actions already taken or planned, will mitigate the adverse conditions and events which raise doubt about the validity
of going concern assumption used in preparing these financial statements, there can be no assurance that these actions will be
successful. If the Company were unable to continue as a going concern, then substantial adjustments would be necessary to the carrying
values of the reported liabilities.



Note 4 - Acquired
Amortizable Intangible Assets

As of October 31,
2006, the Company invested $3,280 in establishing trademarks associated with its 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,                          |              
|------------------------------------------ | -------------
|2012                                       |              
|2013                                       |              
|Thereafter                                 |              
|                                           |              
|Total expected annual amortization expense | $         880



























F-9







THE MOVIE STUDIO,
INC.

(FORMERLY DESTINATION
TELEVISION, INC.)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

OCTOBER
31, 2011



Note
5 - Income Taxes

The
Company has approximately $9.2 million in net operating loss carryovers available to reduce future income taxes. These carryovers
expire at various dates through the year 2030. 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,         
|-------------------------------- |  | --------------------
|                                 |  | 2011                
|Deferred tax asset:              |  |                     
|Net operating loss carryforwards |  | $     4,598,128     
|Other Temporary differences      |  | -                   
|Deferred tax asset               |  | 4,598,128           
|                                 |  |                     
|Less: Valuation allowance        |  | (4,598,128)         
|Net deferred tax asset           |  | $                  -







|                                     | October 31,
|------------------------------------ | -----------
|                                     | 2011       
|Statutory federal income tax expense | (34)       
|State and local income tax           | (5)        
|(net of federal benefits)            |            
|Other temporary differences          | -          
|Valuation allowance                  | 39         
|                                     |            
|                                     | -          





The Company has taken a full valuation allowance against the deferred
asset attributable to the NOL carry-forwards of approximately $4,600,000 and $4,400,000 at October 31, 2011 and 2010, respectively,
due to the uncertainty of realizing the future tax benefits.



Note 6 – Commitments



Facilities



The Company leases from a stockholder,
Dr. H. K. Terry, pursuant to an oral agreement on a month-to-month basis, an 8,500 square foot building in Fort Lauderdale, Florida,
which serves as its administrative offices and computer operations center. The rent is $4,500 per month and the Company is responsible
for utilities. Rent expense was $54,000 for each of the years ended October 31, 2011 and October 31, 2010.









F-10









THE MOVIE STUDIO,
INC.

(FORMERLY DESTINATION
TELEVISION, INC.)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

OCTOBER 31, 2011



Note 6 – Commitments (continued)

Employment Agreements

Gordon Scott Venters
is employed as the Company's president and chief executive officer pursuant to an employment agreement, effective November 1, 2007.
The three-year employment agreement, which extended a previous agreement, provides for an annual salary of $161,662; annual increases
of a minimum of 5%; and participation in incentive or bonus plans at the discretion of the board of directors. The agreement additionally
provides for certain confidentiality and non-competition provisions and a minimum payment of 18 months salary in the event of a
change of control or termination without cause, or if the employee terminates for good reason. As of October 31, 2011, Mr. Venters
was owed $547,597 for accrued unpaid salary. As of October 31, 2010, Mr. Venters was owed $414,597 for accrued unpaid salary.

Note 7 - Payroll
Taxes Payable

As of October 31, 2011 and 2010, the Company
owed the Internal Revenue Service approximately $336,386 and $299,923, respectively, for unpaid payroll taxes, interest, and penalties,
for unpaid payroll taxes for periods ended prior to the year ended October 31, 2007. 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, 2009 and 2010 have been paid as required.

Note 8 - Notes
Payable

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.

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.

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.

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, 2011, 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.

F-11









THE MOVIE STUDIO,
INC.

(FORMERLY DESTINATION
TELEVISION, INC.)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

OCTOBER 31, 2011



Note 10- Common
Stock Options

No options or warrants
were outstanding at October 31, 2011 and October 31, 2010.

Note 11 –
Litigation

As of October 31,
2011, the Company was not a party to any existing or threatened litigation.

Note
12 - Related Party Transactions

Gordon Scott Venters

Effective November
2007, Gordon Scott Venters, entered into an employment agreement with the Company, which is described above inNote
6--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 –
Subsequent Events

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-12













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 of accounting
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 misstatements 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, 2011 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.













19







PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
|-------- | -------------------------------------------------------



The directors and officers as of October 31,
2011, 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.



|Name                 |  | Age |  | First Year as Director |  | Position    
|-------------------- |  | --- |  | ---------------------- |  | ------------
|Gordon Scott Venters |  | 53  |  | 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,
2011.



|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, 2011, Mr. Venters was owed $547,597 for accrued unpaid
salary. As of October 31, 2010, Mr. Venters was owed $414,597 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.



























20









|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 Class |  |  | Name, Title and Address of Beneficial Owner of Shares |  |      | Amount of Beneficial Ownership |  |  |  | % of Shareholdings |  
| | -------------- |  |  | ----------------------------------------------------- |  | ---- | ------------------------------ |  |  |  | ------------------ | -
| |                |  |  |                                                       |  |      |                                |  |  |  |                    |  
| | Common         |  |  | Gordon Scott Venters, CEO and Director                |  | 3.5  | million shares                 |  |  |  | 3                  | %
| | Preferred      |  |  | Gordon Scott Venters, CEO and Director                |  | 5.75 | million shares                 |  |  |  | 100                | %





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 at $0.005 per share for
a total of $27,500.

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.



|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------



Audit Fees



For the Company's fiscal year ended October
31, 2011, 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, 2011, 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, 2011.





































21













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 | 
|---- | 

































































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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:   June 17, 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:   June 17, 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: June 17, 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, 2011 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, 2011 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, 2011 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: June 17, 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









































































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