**SECURITIES AND EXCHANGE COMMISSION**** Washington, D.C. 20549**

** FORM 10-Q**

** QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF**** THE SECURITIES EXCHANGE ACT OF 1934**

** For the quarterly period ended January 31, 2009**

**or**

** [  ]      Transitional Report under Section 13 or 15(d) of the****Securities Exchange Act of 1934**

| **000-29921**          |
|------------------------|
|                        |
| Commission file number |

| ****                                                              |
|-------------------------------------------------------------------|
| **DESTINATION TELEVISION, INC.**                                  |
|                                                                   |
| (Exact name of small business issuer as specified in its charter) |

| **Delaware**             |   | **65-0494581**                       |
|--------------------------|--------|--------------------------------------|
|                          |   |                                      |
| (State of incorporation) |   | (IRS Employer Identification Number) |

| **530 North Federal Highway**** Fort Lauderdale, Florida 33301** |
|-----------------------------------------------------------------------|
|                                                                       |
| (Address of principal executive office)                               |

| **(954) 332-6600**              |
|---------------------------------|
|                                 |
| (Registrant's telephone number) |

| **Check whether the registrant:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports)

** Yes [X] No[  ]**                                                                                                                                                                                                                                                                                         |
| and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| (2) has been subject to such filing requirements for the past 90 days.

** Yes [X] No [ ]**

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. (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]** |

|                                                                                                                           |
|--------------------------------------------------------------------------------------------------------------------------------|
| As of March 21, 2009, there were 93,358,760 shares of the registrant's common stock, $0.0001 par value per share, outstanding. |

|  |
|--|

----

 

| **DESTINATION TELEVISION, INC.**

** FORM 10-Q**

** TABLE OF CONTENTS** |
|------------------------------------------------------------------------------------|
|                                                                               |   |   |
| **PART I**                                                                         |   | **FINANCIAL INFORMATION** |
| Item 1                                                                             |   | Financial Statements |
|                                                                               |   |      Consolidated Balance Sheets |
|                                                                               |   |      Consolidated Statements of Operations |
|                                                                               |   |      Consolidated Statements of Cash Flows |
|                                                                               |   |      Notes to Financial Statements |
| Item 2                                                                             |   | Management's Discussion and Analysis of Financial Condition and Results of Operations |
| Item 3                                                                             |   | Quantitative and Qualitative Disclosures about Market Risk |
| Item 4T                                                                            |   | Controls and Procedures  |
| **PART II**                                                                        |   | **OTHER INFORMATION** |
| Item 2                                                                             |   | Unregistered Sales of Equity Securities and Use of Proceeds |
| Item 6                                                                             |   | Exhibits |
|                                                                               |   |   |
| **SIGNATURES**                                                                     |

----

**Item 1 – Financial Statements**

 

| **DESTINATION TELEVISION, INC.            Consolidated Balance Sheets**                                                                                            |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                               |   |   |   |   |
|                                                                                                                                                               |   | **January 31,**** 2009****(unaudited)** |   | **October 31,**** 2008** |
|                                                                                                                                                               |   |  |   |  |
| ASSETS                                                                                                                                                             |   |   |   |   |   |   |   |   |
|                                                                                                                                                               |   |   |   |   |   |   |   |   |
| Current Assets:                                                                                                                                                    |   |   |   |   |   |   |   |   |
|   Cash and cash equivalents                                                                                                                              |   | $ | 57,389 |   |   | $ | 518 |   |
|   Prepaid expenses                                                                                                                                            |   |   | 937 |   |   |   | 1,862 |   |
|                                                                                                                                                               |   |   |  |   |   |   |  |   |
| Total Current Assets                                                                                                                                               |   |   | 58,326 |   |   |   | 2,380 |   |
|                                                                                                                                                               |   |   |   |   |   |   |   |   |
| Property and equipment - net                                                                                                                                       |   |   | 66,999 |   |   |   | 73,499 |   |
| Acquired amortizable intangible assets                                                                                                                             |   |   | 1,705 |   |   |   | 1,780 |   |
|                                                                                                                                                               |   |   |  |   |   |   |  |   |
| Total Assets                                                                                                                                                       |   | $ | 127,030 |   |   | $ | 77,659 |   |
|                                                                                                                                                               |   |   |  |   |   |   |  |   |
|                                                                                                                                                               |   |   |   |   |   |   |   |   |
| LIABILITIES  AND STOCKHOLDERS' DEFICIENCY                                                                                                                     |   |   |   |   |   |   |   |   |
|                                                                                                                                                               |   |   |   |   |   |   |   |   |
| Current Liabilities:                                                                                                                                               |   |   |   |   |   |   |   |   |
|    Accounts and accrued expenses payable                                                                                                            |   | $ | 628,444 |   |   | $ | 561,716 |   |
|    Payroll taxes payable                                                                                                                            |   |   | 242,465 |   |   |   | 236,694 |   |
|    Convertible notes payable - related party                                                                                                        |   |   | 500,000 |   |   |   | 500,000 |   |
|    Loans payable - related party                                                                                                                    |   |   | 205,000 |   |   |   | 205,000 |   |
|                                                                                                                                                               |   |   |  |   |   |   |  |   |
| Total Current Liabilities                                                                                                                                          |   |   | 1,575,909 |   |   |   | 1,503,410 |   |
|                                                                                                                                                               |   |   |  |   |   |   |  |   |
| Stockholders' Deficiency:                                                                                                                                          |   |   |   |   |   |   |   |   |
|    Preferred stock, Series B convertible ($0.0001 par value)                   5,750,000 shares authorized and issued |   |   |  206,000 |   |   |   |  206,000 |   |
|    Common stock ($0.0001 par value)                                                                                                                 |   |   |   |   |   |   |   |   |
|      200,000,000 shares authorized                                                                                                             |   |   |   |   |   |   |   |   |
|      93,358,760 shares issued (75,658,760 in 2008)                                                                                             |   |   | 6,579,377 |   |   |   | 6,325,847 |   |
|    Accumulated deficit                                                                                                                              |   |   | (8,234,256 | ) |   |   | (7,957,598 | ) |
|                                                                                                                                                               |   |   |  |   |   |   |  |   |
| Total Stockholders' Deficiency                                                                                                                                     |   |   | (1,448,879 | ) |   |   | (1,425,751 | ) |
|                                                                                                                                                               |   |   |  |   |   |   |  |   |
| Total Liabilities and Stockholders' Deficiency                                                                                                                     |   | $ | 127,030 |   |   | $ | 77,659 |   |
|                                                                                                                                                               |   |   |  |   |   |   |  |   |

See accompanying notes to financial statements.

F-1

----

**DESTINATION TELEVISION, INC.**

** Consolidated Statements of Operations**

|   |                                                                                           |                                                                                                                                                                                    |                           |   | **Three Months Ended**                             |                                 |
|--------|------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------|--------|----------------------------------------------------|--------------------------------------|
|   |                                                                                           |                                                                                                                                                                                    |                           |   |                                                    |                                 |
|   |                                                                                           |                                                                                                                                                                                    |                           |   | **January 31,           2009****(unaudited)** |                                 |   | **January 31,           2008****(unaudited)** |   |   |
|   |                                                                                           |                                                                                                                                                                                    |                           |   |                                                    |                                 |   |  |   |   |
|   |                                                                                           |                                                                                                                                                                                    |                           |   |                                               |                                 |   |   |   |   |
|   | Net Sales                                                                                      |                                                                                                                                                                                    | $    7,565 |   |                                               | $     2,913 |   |   |
|   |                                                                                           |                                                                                                                                                                                    |                           |   |                                                    |                                 |   |  |   |   |
|   | Expenses:                                                                                      |                                                                                                                                                                                    |                           |   |                                               |                                 |   |   |
|   | Selling, general and administrative                                                            | 93,080                                                                                                                                                                                  |                           |   | 121,513                                            |                                 |   |
|   | Consulting                                                                                     | 173,430                                                                                                                                                                                 |                           |   | -                                                  |                                 |   |
|   | Interest expense                                                                               | 17,713                                                                                                                                                                                  |                           |   | 14,869                                             |                                 |   |
|   |                                                                                           |                                                                                                                                                                                    |                           |   |                                                    |                                 |   |  |   |   |
|   | Total expenses                                                                                 | 284,223                                                                                                                                                                                 |                           |   | 136,382                                            |                                 |   |
|   |                                                                                           |                                                                                                                                                                                    |                           |   |                                                    |                                 |   |  |   |   |
|   | Loss from continuing operations                                                                | (276,658                                                                                                                                                                                | )                              |   | (133,469                                           | )                                    |   |
|   |                                                                                           |                                                                                                                                                                                    |                           |   |                                               |                                 |   |   |   |   |
|   | Discontinued operations:                                                                       |                                                                                                                                                                                    |                           |   |                                               |                                 |   |
|   |                                                                                           | Loss from discontinued operations of                    subsidiary returned to former ownership      pursuant to rescission agreement |  -                        |   |                                               | (21,482                              | )  |   |
|   |                                                                                           |                                                                                                                                                                                    |                           |   |                                                    |                                 |   |  |   |   |
|   | Net loss before income taxes                                                                   | (276,658                                                                                                                                                                                | )                              |   | (154,951                                           | )                                    |   |
|   |                                                                                           |                                                                                                                                                                                    |                           |   |                                                    |                                 |   |  |   |   |
|   | Income taxes                                                                                   | -                                                                                                                                                                                       |                           |   | -                                                  |                                 |   |
|   |                                                                                           |                                                                                                                                                                                    |                           |   |                                                    |                                 |   |  |   |   |
|   | Net loss                                                                                       | $  (276,658                                                                                                                                                                        | )                              |   | $ (154,951                                         | )                                    |   |
|   |                                                                                           |                                                                                                                                                                                    |                           |   |                                                    |                                 |   |  |   |   |
|   | Loss per share:                                                                                |                                                                                                                                                                                    |                           |   |                                               |                                 |   |
|   |                                                                                           |                                                                                                                                                                                    |                           |   |                                               |                                 |   |   |   |   |
|   | Basic and diluted:                                                                             |                                                                                                                                                                                    |                           |   |                                               |                                 |   |
|   |                                                                                           | Loss from continuing operations before                                                                                                                                                  |                           |   |                                               |                                 |   |   |
|   |                                                                                           |       discontinued operations                                                                                                                                  | $ (0.00                        | )      |                                               | $ (0.00                              | ) |   |
|   |                                                                                           |                                                                                                                                                                                    |                           |   |                                               |                                 |   |   |   |   |
|   |                                                                                           | Loss from discontinued operations and                                                                                                                                                   |                           |   |                                               |                                 |   |   |
|   |                                                                                           |       loss on disposition, net                                                                                                                                 | -                         |   |                                               |      (0.00  | )  |   |
|   |                                                                                           |                                                                                                                                                                                    |                           |   |                                                    |                                 |   |  |   |   |
|   |                                                                                           |                                                                                                                                                                                    |                           |   | $  (0.00                                      | )                                    |   | $ (0.00 | ) |   |
|   |                                                                                           |                                                                                                                                                                                    |                           |   |                                                    |                                 |   |  |   |   |
|   | Weighted average common share                  equivalent outstanding | 86,750,064                                                                                                                                                                              |                           |   | 60,963,543                                         |                                 |   |
|   |                                                                                           |                                                                                                                                                                                         |                           |   |                                                    |                                 |   |

 See accompanying notes to financial statements.

F-2

----

| **DESTINATION TELEVISION, INC.**

**Consolidated Statements of Cash Flows**                           |
|-------------------------------------------------------------------------------------------------------|
|                                                                                                  |   |   | **Three Months Ended** |
|                                                                                                  |   |   | **January 31,**** 2009****(unaudited)** |   | **January 31,**** 2008****(unaudited)** |
|                                                                                                  |   |   |  |   |  |
| Operating activities:                                                                                 |   |   |   |   |   |   |   |   |   |
| Net loss                                                                                              |   |   | $ |   (276,658 | ) |   | $ | (154,951 | ) |
| Adjustments to reconcile net loss to cash:                                                            |   |   |   |   |   |   |   |   |   |
| Non-cash expenses included in net loss                                                                |   |   |   |   |   |   |   |   |   |
|          Depreciation and amortization                        |   |   |   | 6,575 |   |   |   | 6,575 |   |
|          Grant of stock options at fair value                 |   |   |   |    49,930 |   |   |   |   | - |   |
|          Stock issued for services                            |   |   |   | 120,500 |   |   |   | - |   |
| Increase in payables and accrued expenses                                                             |   |   |   | 72,499 |   |   |   | 90,857 |   |
| Increase in accounts receivable - discontinued operation                                              |   |   |   |           - |   |   |   |   | 8,467 |   |
| Decrease in deferred income - discontinued operation                                                  |   |   |   |           - |   |   |   |   | (18,703 | ) |
| Decrease in prepaid expenses                                                                          |   |   |   |       925 |   |   |   |   |           - |   |
|                                                                                                  |   |   |   |  |   |   |   |  |   |
| Cash used by operating activities                                                                     |   |   |   | (26,229 | ) |   |   | (67,755 | ) |
|                                                                                                  |   |   |   |  |   |   |   |  |   |
| Investing activities:                                                                                 |   |   |   |   |   |   |   |   |   |   |
|       Acquisition of fixed assets                                            |   |   |   | - |   |   |   |   | - |   |
|                                                                                                  |   |   |   |  |   |   |   |   |  |   |
| Cash used by investing activities                                                                     |   |   |   | - |   |   |   |   | - |   |
|                                                                                                  |   |   |   |  |   |   |   |   |  |   |
| Financing activities:                                                                                 |   |   |   |   |   |   |   |   |   |
|        Proceeds from issuance of common stock                      |   |   |   | 83,100 |   |   |   | - |   |
|        Proceeds notes and loans payable – related party |   |   |   | - |   |   |   | 100,000 |   |
|                                                                                                  |   |   |   |  |   |   |   |  |   |
| Cash generated by financing activities                                                                |   |   |   | 83,100 |   |   |   | 100,000 |   |
|                                                                                                  |   |   |   |  |   |   |   |  |   |
|                                                                                                  |   |   |   |   |   |   |   |   |   |
| Increase in cash                                                                                      |   |   |   |        56,871 |   |   |   | 32,245 |   |
| Cash and cash equivalents - beginning                                                                 |   |   |   | 518 |   |   |   | 41,838 |   |
|                                                                                                  |   |   |   |  |   |   |   |  |   |
| Cash and cash equivalents - ending                                                                    |   |   | $ | 57,389 |   |   | $ | 74,083 |   |
|                                                                                                  |   |   |   |  |   |   |   |  |   |

 See accompanying notes to financial statements.

F-3

----

**DESTINATION TELEVISION, INC.**     Notes to Interim Consolidated Financial Statements    January 31, 2009    (unaudited)

**Note 1 -** **Basis of Presentation**

            The interim consolidated financial statements of Destination Television, Inc. ("the Company") include all adjustments, which, in the opinion of management, are necessary in order to make the financial statements not misleading. The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by Generally Accepted Accounting Principles in the United States for complete financial statements. The financial statements presented herein have been prepared in accordance with the accounting policies described in the Company's October 31, 2008 Annual Report on Form 10-K and should be read in conjunction with the Notes to financial statements which appear in that report. The financial statements report the results of the Company's wholly owned subsidiaries, Bar TV, Inc., Destination Television, Inc., and Hotel TV, Inc. The Company's former wholly-owned subsidiary, American Broadcast Group LLC ("ABG"), is presented as a discontinued operation for the three months ended January 31, 2008. All significant inter-company account balances and transactions between the Company and its corporate subsidiaries have been eliminated in consolidation.

**Note 2 - Rescission of Acquisition of American Broadcast Group LLC**

            On June 18, 2008, the Company entered into an agreement rescinding the November 1, 2007 acquisition of all of the outstanding member's interests of American Broadcast Group LLC, a Florida based advertising sales company.

            For the three months ended January 31, 2008, ABG incurred a net loss of $21,482. The Company presents the loss in its *Consolidated Statement of Operations* for that period as *Loss from discontinued operations of subsidiary returned to former ownership pursuant to rescission agreement.   * 

**Note 3 - Notes Payable**

**Convertible Notes Payable - Dr. Terry**

            On April 15, 2003, the Company issued to Dr. H. K. Terry a $100,000 unsecured promissory note originally due April 15, 2004, which has been extended to April 15, 2005 and further extended to April 15, 2009. On October 12, 2003, the Company issued an additional one-year promissory note for up to $100,000 of which $60,000 had been advanced as of October 31, 2003 and an additional $40,000 was advanced on November 24, 2003. The maturity date of this note was extended to October 12, 2005 and further extended to October 12, 2009. The notes are unsecured and bear interest at 6%. The notes, including any accrued interest, are convertible, at the holder's option, into common stock at the average closing price of the Company's common stock for the five trading days prior to the date of receipt of election to convert but not less than $0.05 per share.

            On March 27, 2006, the Company issued a 6%, one-year, $100,000 secured convertible note to Dr. Terry for $100,000 cash.  The note, which has been extended until March 26, 2009, is convertible into common stock at $0.10 per share. The note is collateralized by all of the Company's assets, both tangible and intangible and is restricted as to transferability.

            On May 10, 2006, the Company issued an additional 6%, one-year $100,000 secured convertible note to Dr. Terry for $100,000 cash. The note, which has been extended to May 10, 2009, is restricted as to transferability.  The proceeds of the note were for used for working capital.

            On December 21, 2007, the Company issued a one-year 8%, $100,000 secured convertible note to Dr. Terry for $100,000 cash. The maturity date of the note has been extended to December 21, 2009. The note is convertible into common stock at $0.05 per share and is collateralized by all of the Company's assets, both tangible and intangible, and is restricted as to transferability. The proceeds of the note were used for working capital.

            As of January 31, 2009, notes payable due Dr. Terry totaled $500,000, comprised of convertible notes of $400,000 and $100,000 at 6% and 8%, respectively. Of the $500,000 principal balance of convertible notes payable, $300,000 of the notes are secured by all of the assets of the Company and $200,000 of the notes are unsecured.

            The convertible notes have not been registered under the Securities Act of 1933, as amended, and therefore, may not be transferred in the absence of an exemption from registration under such laws and will be considered "restricted securities" as that term is defined in Rule 144 adopted under the Securities Act, and may be sold only in compliance with the resale provisions set forth therein.

**Note 4 - Loans Payable - Dr. Terry**

**           **Loans from Dr. Terry bear interest at 6%, are unsecured and are due at various dates from May 2009 to February 2010. Loans payable to Dr. Terry totaled $205,000 as of January 31, 2009.

**Note 5 - Accounts and Accrued Expenses Payable**

            At January 31, 2009, *Accounts and Accrued Expenses Payable* consisted of the following: accounts payable, $43,766; accrued rent, $328,500; accrued interest, $128,868; and accrued officer's salary, $127,310.

**Note 6 - Payroll Taxes Payable**

            The Company has been delinquent in its payment of payroll taxes. As of January 31, 2009, the total of payroll taxes payable, including estimated interest and penalties, was $242,465. 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. Although the Offer in Compromise has been rejected, the Company has appealed the initial determination and is continuing negotiations. There is no assurance that an acceptable settlement will be reached. Payroll tax obligations for the calendar years 2007 and 2008 have been paid as required.

**Note 7** - **Stockholders' Deficiency**

**            Stock Issued for Cash**

**           ** In January 2009, the Company issued 4,950,000 shares of common stock for $83,100, or an average price of $0.017 per share.** ** These shares have not been registered under the Securities Act of 1933, as amended, and therefore, may not be transferred in the absence of an exemption from registration under such laws and will be considered "restricted securities" as that term is defined in Rule 144 adopted under the Securities Act, and may be sold only in compliance with the resale provisions set forth therein.

            **Stock Issued for Services           **

            On December 22 , 2008, the Company entered into a one-year business consulting agreement with a consulting firm. In connection with that agreement, the Company issued, as compensation, 10,000,000 shares of common stock that were valued at $60,000, or $0.006 per share, which was representative of the approximate market value at the date of issuance. As additional compensation, the Company granted stock options to the consulting firm, which are described below in *Note 7 - Stockholders' Deficiency - Common Stock Options.* The 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 January 2009, the Company issued 2,750,000 shares of its common stock for consulting services. The shares were valued at $60,500 or approximately $0.022 per share, which was representative of the approximate market value at the date of issuance. The 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.

**            Common Stock Options**

            On December 22, 2008, the Company granted stock options, pursuant to a consulting agreement described above in *Note 7 -**Stockholders' Deficiency - Stock Issued for Services*, to purchase shares of the Company's common stock. The options have an expiration date of December 22, 2011 and give the right to the grantee to purchase 5,000,000 shares of common stock at $0.02 per share and 5,000,000 shares at $0.05 per share, or an average of $0.035 per share. At the date of grant, the options were deemed to have a fair value of $49,930, pursuant to the Black-Scholes valuation model, which amount has been reflected as additional *Consulting Expense* in the Consolidated Statements of Operations for the three months ended January 31, 2009.

            The following table summarizes the key assumptions used in determining the fair value of options granted during the three months ended January 31, 2009.

| Table of Key Assumptions |
|--------------------------|
|                     |
|                     | Interest             Rate |   | Dividend             Yield |   | Expected             Volatility |   | Expected             Life |   |
|                     |  |   |  |   |  |   |  |   |
|                     | 5.0% |   | 0.0% |   | 200.0% |   | 36 mos. |   |
|                     |  |   |  |   |  |   |  |   |

            The following table summarizes the option activity during the three months ended January 31, 2009.

|               |   |                    |   |   | Weighted Average |                            |                                                                        |                        |   |   |   |
|--------------------|--------|-------------------------|--------|--------|------------------|---------------------------------|-----------------------------------------------------------------------------|-----------------------------|--------|--------|--------|
|               |   |                    |   |   |             |                                 |                                                                        |                        |   |   |   |   |
|               |   |                    | Shares |   |             | Exercise             Price |                                                                        | Fair             Value |   |   |   |   |   |   |
|                    |   |                         |   |   |                  |                            |                                                                             |                        |   |   |   |   |   |
| Balance 11/1/2008  |   | 0                       |   |   | -                |                            | -                                                                           |                        |   |   |   |   |   |
| Granted 12/22/2008 |   |    10,000,000 |   |   | $  0.035    |                            | $  0.005                                                               |                        |   |   |   |   |   |
| Exercised/Lapsed   |   | 0                       |   |   | -                |                            | -                                                                           |                        |   |   |   |   |   |
|               |   |                         |   |   |                  |                            |                                                                             |                        |   |   |   |   |   |
| Balance 1/31/2009  |   | 10,000,000              |   |   | $  0.035    |                            |             $  0.005 |                        |   |   |   |   |   |
|               |   |                         |   |   |                  |                            |                                                                             |                        |   |   |   |   |   |
|               |   |                    |   |   |             |                            |                                                                        |                        |   |   |   |   |   |   |

**Note 8 - Commitments**

**Facilities**

**           ** The Company leases from a stockholder, Dr. H. K. Terry, pursuant to an oral agreement on a month-to-month basis, an 8,500 square foot building in Fort Lauderdale, Florida, which serves as its administrative offices and computer operations center. The rent is $4,500 per month and the Company is responsible for utilities. Rent expense was $13,500 for the three month periods ended January 31, 2009 and 2008, respectively.

**         ** **  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 employment agreement, which extended a previous agreement, provides for an annual salary of $161,662; annual increases of a minimum of 5%; and participation in incentive or bonus plans at the discretion of the Board of Directors. The agreement additionally provides for certain confidentiality and non-competition provisions and a minimum payment of 18 months salary in the event of a change of control or termination "without cause," or if the employee terminates for "good reason." As of January 31, 2009, Mr. Venters was owed $127,310 for accrued unpaid salary.

**Note 9 - Related Party Transactions**

**            Dr. Harold Terry**

            Dr. Terry's ownership of the Company's convertible notes payable and loans payable are described above in *Note 3* - *Notes Payable - Convertible Notes Payable - Dr. Terry and Note 4- Loans Payable- Dr. Terry.* The Company leases the building that houses its offices from Dr. Terry on a month-to-month basis, at $4,500 per month, which has been accrued by the Company but not paid. As of January 31, 2009, the Company owed Dr. Terry for accrued rent, $328,500, and for accrued interest, $128,868. These amounts are included in the accompanying balance sheet as *Accounts and accrued expenses payable*.

            **Gordon Scott Venters**

            In November 2007, Gordon Scott Venters, entered into a three-year employment agreement with the Company, which is described above in *Note 8*- *Commitments-Employment Agreements.*   As of January 31, 2009, Mr. Venters was owed $127,310 for accrued unpaid salary.

**Note 10 - Litigation**

**           ** As of January 31, 2009, the Company was not a party to any litigation.

**Note 11 - Ability to Continue as a Going Concern and Management Plan**

           The financial statements have been prepared assuming that the Company will continue as a going concern. The Company has had only nominal revenue in the ordinary course of its business. The lack of sales and recurring losses from operations, lack of working capital and shareholders' deficiency and delinquent payroll taxes raise substantial doubt about the Company's ability to continue as a going concern. Management's plan in regards to these matters is to seek further equity or debt funding to allow it to pursue its new business plan, which involves the expansion of its subscription-based model for digital signage; to acquire revenue-producing companies in the new media and entertainment fields; to negotiate a plan of payment of its payroll tax liability; and to reduce its fixed cash operating expenses so that sales exceed the Company's fixed expenses. If the Company is unable to raise additional capital it may be required to curtail its operations, abandon its business plan, or file for reorganization or liquidation.

F-4

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**Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations**           

            Destination Television, Inc. ("we" or "the Company") is a media production, promotion and advertising company previously focused primarily on the out-of-home (OOH) digital signage industry. Our core business has been providing our universal content platform and premium advertising messages to high traffic out-of-home locations. Our advertising offers benefits to both the locations and advertisers and is intended to create sales lift at both the point of sale (POS) location and at the retail level. We provide remote, custom edited content and advertising delivery platforms to high traffic OOH locations and deliver national, regional, and local advertising and short format entertainment content.

            We plan to expand our scope to include other businesses that are in the entertainment industry and to expand our core advertising business to encompass interactive marketing and out-of-home social networking that provide measurement for advertisers.

            On December 5, 2006, we received our registered trademark status for Destination Television® with the United States Patent and Trademark Office (Registration Number #3,179,292) under Section 038 of narrowcast media/audio in out-of-home locations.

            Our primary business is creating and implementing out-of-home distribution network platforms to reach captive audience viewers, primarily in high traffic OOH leisure destinations. We provide proprietary advertising and marketing concepts and strategies, which we produce, as well as advertising content provided by us or our advertisers. Our flexible digital network platforms allow for content that can be updated and changed remotely and is specific for each targeted demographic group, time of day and monitor and measure frequency and rotation of those ads and messages. We promote our networks as being able to increase exposure and brand recognition and strengthen the influence of consumer purchasing decisions, both at the point-of-purchase as well as at the retail level. Our digital technology and premium locations can provide advertisers with instant delivery and flexibility of content that can be unique to each location, which allows our clients the ability to change their programming or select a specific location to target-market potential consumers. Our private television networks are not currently regulated by the FCC, which offers distribution opportunities to companies that are unable to advertise their products on conventional networks or cable television.

            We use a location's existing television screens to assist it in leveraging its brand, products and services. As an example, we help the business clear out inventories and expand profit centers, while at the same time; we promote the superiority of the business.

            Our unique brand of "Advertainment" attempts to create new revenue streams for the location from "traffic driving relevant advertisers" as well as drives traffic for advertisers at POS and the retail levels. The location may participate from revenue derived from advertisers, text messaging, sponsors, promotions and recurring revenue from database information created from the SMS text messaging.

            We have completed our beta test at a sample of our locations and have concluded that we will now charge our locations a monthly subscription fee. We have advised our locations' managers that media boxes will be available to replace all DVD formats and we intend to expand aggressively into new locations on the subscription-based platform. Our proven digital technology platform will allow for content to be updated remotely as the locations add products and services and marketing campaign changes. We plan to charge a monthly subscription fee of $199 for each location.

            On November 1, 2007, we acquired American Broadcast Group LLC, a Florida based advertising sales organization. This transaction did not meet the expectations of the parties and was rescinded on June 18, 2008.

            Our executive offices are located at 530 North Federal Highway, Fort Lauderdale, Florida 33301 and our telephone number is (954) 332-6600. Our website address is www.destinationtelevision.com.

**Strategy**

            We have revised our business model to sell our locations "electronically" through our new website. The site utilizes only two links "*Locations*" and "*Advertisers*" and handles all aspects of a "physical" sale of both the locations and the advertisers. Our new business approach allows for a more accelerated and scalable platform for prospecting and closing location and advertiser sales. All content that is provided to us by the location or the advertiser is delivered electronically to our facility for assembly and is then loaded remotely from our servers onto the location's playlist.  We deliver a media player to the location's place of business for installation into their pre-existing screens. We are concentrating our efforts on signing to our networks high traffic leisure OOH locations.

**           ** Our digital signage networks broadcast first-run movie trailers and new music videos. The abbreviated short content format is designed for the specific demographic of these high traffic OOH environments.

**           ** According to Forrester Research, movie trailers and music videos are the most popular downloads of today's youth.

**           ** Traditionally, viewing audiences have become highly fragmented and specialized due to the growth of cable television channels, video recorders and the Internet, limiting the ability of advertisements to be seen. We are able to air high quality local, regional and national digital advertisements or commercial spots to specific high traffic out-of- home captive audiences and specific demographics.

            We intend to solicit national advertisements on our networks at such time as a uniform measurement and metric methodology is implemented for the digital signage industry that can provide proven and quantitative impressions of advertiser viewership. We intend to actively solicit national advertisements through advertising and media placement agencies. We believe that developing or acquiring interactive capability will solve the problem of providing viewer statistics. It will also assist in creating databases for the business to be used for promotions and information and it will also provide entertainment for patrons of our locations.

**           ** We plan to actively solicit advertising agencies, and expand locations aggressively until we have or achieve sufficient locations to draw critical mass for national advertisers. We believe we can acquire certain national commercials via "promo only" while we increase locations leveraging local and regional advertisements, and in the future replace them with paying national advertisements. In addition, we intend to derive a substantial portion of our revenues from strategic alliances and agreements with retail locations, whereby the product or service at the location agrees to pay for co-op advertising. We have begun to obtain agreements from locations that will pay us a monthly subscription fee for the services they receive from us. New locations will pay a monthly fee per location in exchange for custom advertisement of the location's brand, product or service to its customers. Our revised business model is now focused on appealing to regional and national chains as a subscription based service in contrast to pursuing individual locations.

**           ** We are retiring, consolidating and implementing new locations as a result of the cancellation of beta test locations or conversion to our subscription based service. We believe that this beta test of anchor locations established our regional footprint in the Southeast Florida corridor and provided us with information to solicit new locations for our subscription based service. We intend to re-solicit these markets on the new subscription based service.**       **

            We believe that our business model can only be successful if we are able to attract a sufficient number of subscribers and locations to reach critical mass in order to attract advertisers that are interested in reaching the demographics of our advertiser platforms. In order to accomplish this goal, we must place our broadcasts in high traffic OOH locations in entertainment and retail districts throughout the United States. We plan to only solicit multiunit businesses such as chain restaurants. There is no assurance that we will able to enter into agreements with a sufficient number of these businesses to interest the advertisers that we are seeking.

            In order to interest viewers to watch our monitors and see and pay attention to our advertisements, we must provide entertaining content. We believe our "advertainment" platform is a correct mix of short content entertainment and advertisements; however, there can be no assurance that the general public will embrace this format. Just as an "ads-only" channel has not proven to be popular, we believe that to be successful in presenting advertisements, we must provide some form of entertainment, and we have chosen first-run motion picture trailers and new music videos mixed with quality digital advertisements to create our unique brand of "advertainment." We have not taken any surveys as to whether our locations' patrons like being exposed to ads or movie trailers or music videos.** ** Our plan to either** **acquire or develop an interactive communication model using text messaging and out-of-home social networking should add another entertainment aspect to our offerings as well as providing documentation of viewership to assist us in obtaining advertisers. **         **

            We utilize as "backbone" or "core" content, movie trailers of first-run motion pictures from the major motion picture studios, including Twentieth Century Fox, Columbia Pictures, MGM, Warner Bros., Paramount Pictures, Dreamworks and Universal, highlighting upcoming releases, and new music videos from the major record labels including Geffen, Universal Atlantic, Capitol, EMI, Epic, Electra, Def Jam, Island, J Records and Maverick. The movie trailers, which are rated by the Motion Picture Association of America, are supplied to us, without charge, by EPK.TV, a division of DBS InteleStream, Fahlgren Entertainment, Inc., and Alliance, an Atlanta based entertainment oriented advertising and public relations agency. 

**           ** Fahlgren Entertainment, Inc. has agreements with the studios to receive print and ad ("P & A") marketing materials, which they provide to third-party entertainment companies, such as our company, to promote upcoming theatrical releases. The music videos, which are promotions for upcoming album releases, are provided to us for promotional purposes, as well.

            We schedule local, regional and national advertisements, before and after the filmed movie trailers.  Because music is generally played in some of our locations by disk jockeys or juke boxes, it is necessary that some of our broadcasts of movie trailers and music videos and ads be graphically intensive and sometimes aired without sound ("MOS").

            We currently do not receive any direct revenues from these trailers and videos, but are free to use them as core content in our broadcasts to the locations that comprise our network. However, a recent industry shift is appearing where the "promo-only" music videos are now being represented to the OOH marketplace as "content," whereas the distributors of this content may in the future expect a monthly fee per location.

            At several of our test locations, in addition to providing the businesses with free advertisements, we entered into agreements to pay the locations, on a pro-rata basis, from 10% to 33% of the gross ad revenue. We are considering the possibility of extending this practice to some or all of our locations, but only as to ads initiated by those locations.

            **Industry Background**

            The point-of-purchase OOH market, together with the digital signage and out-of-home advertising business, is currently estimated at $6 billion annually. The advertising industry is diverse and includes television, newspapers, magazines, radio, specialty media, the Internet, billboards, direct mail and telephone directories. Approximately $460 billion was spent on worldwide advertising in 2000, including over $240 billion in the United States alone.

**           ** In recent years, non-traditional media, particularly digital technology, has brought in an era of change, providing advertisers new forms and formats by which they can connect with and impact their target audience.  Many industry analysts believe that the relative importance of traditional advertising media will decrease as advertisers look for more creative solutions to reach consumers.

            Through our networks, we have created advertising distribution channels that permit advertisers to effectively reach their audience in an out-of-home environment. We intend to capture an increasing share of the total advertising market. We believe that point-of-purchase advertising networks appeal to out-of-home advertisers who today employ a broad range of advertising mediums.

**            Network Program**

            Our "networks," which is the term we use to describe our groups of locations that permit their patrons to view our broadcasts, offer advertisers the ability to target specific demographics on a site-by-site basis. Placing monitors in OOH high traffic leisure destinations, such as sports bars, taverns, nightclubs, gyms and health clubs, hotels and most leisure destinations, increases exposure and ad impressions. The monitors are profiled based on specific characteristics of their audience, including age, gender, race and income. This is not accomplished scientifically, but by word-of-mouth and anecdotal observation, which we believe to be reliable. Some examples of the type of information which may be helpful for advertisers are the price of drinks in a bar, which gives information as to patrons' income; the breakdown by sexes, which might indicate the type of drink, which would appeal to a particular gender; the types of cars and trucks in the parking lot, are all items of information that may be useful to advertisers in determining the demographics make-up of the viewing population. This information availability allows us to appeal to both local advertisers targeting a small geographic area within a major city, as well as national advertisers targeting a wide range of demographic groups. Documenting this information will be more accurate once we install interactive applications.

            Our advertising monitors play new advertising and programming in a repeating or looping sequence of advertising and programming.  As currently configured, a broadcast consists of approximately 60 thirty-second advertising spots per hour. The broadcast in each specific area can support 480 thirty-second daily airing slots, including entertainment spots, on the forward storage media player installed at each location. The "Advertainment" current program wheel consists of an average mix of 15 minutes of music videos per hour, 15 minutes of movie trailers, 15 minutes of local advertising and 15 minutes of the location's advertisements.  New technology has been announced that may make available to us a high definition broadcast and provide increased storage and broadcast quality. We have researched this technology and elected to convert all current locations to the forward storage media player, and on all new installations, and to deliver content terrestrially via the Internet.

            Installation costs for a new site include the cost of acquiring hardware and the cost of installing equipment.  The fully installed average per site cost for a typical location with a 42" plasma television, digital media player and stand is approximately $2,400. Some sites may contain multiple monitors that would be supported from a single forward storage media player. Alternatively, we plan to make use of the location's existing televisions to reduce our initial cash outlay.

            We intend to acquire new entertainment content from our studio and label relationships under digital rights management agreements (DRM), either through licensing or revenue sharing arrangements.

            We secure three to five-year location agreements. We do not permit ads of competing bars, gyms, hotels, video stores or other leisure destinations to be broadcast to the locations on our network.  The location establishment is responsible for supplying electricity to the equipment and keeping the designated monitor on, during normal business hours. As compensation for allowing us to place our monitors in their business facility, the location receives monthly advertising spots. We usually provide the business location with at least four times the advertisements that air, and at least four times per hour. The location may display its monthly event calendar, five-second static ad and photo gallery, or the locations' products or services that are all updated monthly, at a cost of $199 per month per location.  

**            Advertising Sales**

**           ** Our strategy is to derive a significant portion of our revenue from placed advertisements.  We are attempting to procure national advertisers, primarily through advertising and promotion agencies and public relations firms that have the ability to direct promotion funds. Examples of industries that are constantly having special promotions are the automobile, fashion and entertainment industries. We are also seeking advertisers that are looking for alternate media to promote their products that are limited by law or tradition as to their advertising options. We also look for opportunities for advertisers whose products can be sold immediately on an impulse basis such as beverages in a bar and health foods and supplements in gym locations. Recent surveys have shown that 61% of people leaving gym locations make an immediate purchase, with 55% purchasing goods from a supermarket or drugstore (source: Health Club Panel). We intend to target advertisers that relate to this mentality of "leisure destinations driving traffic to retail locations," as we have implemented this tag line in our marketing efforts.

**           ** We believe that advertising and product demonstrations at the point-of-purchase could significantly influence which products consumers purchase.

**           ** Advertising rates are based upon the availability of space for the desired location, the size and demographic make-up of the market served by the screens and the availability of alternative advertising media in the area. Advertising sales are generally made pursuant to contracts with local, regional or national advertisers. Advertising rates currently implemented by us may change when a uniform measurement has been obtained for the digital signage industry creating a relevant cost per thousand ("CPM"). We expect that our future implementation of interactive media applications will facilitate obtaining national advertisers.

**           ** We intend to operate the new locations and network broadcast remotely, utilizing a "forward storage media player" consisting of a terrestrial digital Internet/Ethernet connected hard drive, located at the out-of-home location that uses "pull" not "push" technology, to deliver the content to the location. Utilizing this "real-time" technology, we can update content on-demand, track data from the location, including commercial spot line-up, frequency and rotation, one-time advertisements, play lists and other digital signage data and configurations. If we are unable to operate the new territories remotely, it could have a substantial and adverse impact on our expansion and capital plan.

**Competition**

**           ** Competition for advertisers is intense. We will be competing with similar and new digital signage networks entering the sector, and also with radio, television and cable companies and other forms of advertising including newspapers, magazines, the Internet, direct mail and billboards. We believe that our strategy of offering advertising in leisure destinations provides particular advertisers with access to a select clientele at attractive rates with favorable brand recall and significant point-of-purchase potential. We expect to compete with these forms of advertising on the basis of price and our ability to reach potential customers at the point-of-purchase. A large number of companies that provide advertising in the point-of-purchase segment of the advertising industry and other sectors have significantly greater financial, marketing, technical and other resources than we have. Potential competitors may be able to devote greater resources to marketing promotional campaigns, adopt more aggressive pricing policies and devote more resources to technology than we can. Increased competition may reduce our market share and may require us to reduce advertising rates and therefore lower our operating margins. We may not be able to compete successfully against current and future competitors. There can be no assurances that we will be able to obtain the desired results from our business strategy or to be profitable.

**            Bar TV, Gym TV and Hotel TV**           

**           ** We have established as separate networks Bar TV, Gym TV and Hotel TV, but have decided to deactivate these brands at the present time and concentrate on our registered trademarked brand, Destination Television®. We may, in the future, re-establish one or all of these brands.

**Government Regulation**

            Because we operate private networks at retail locations, we are not currently restricted by licensing program content and related regulations of the Federal Communications Commission.  In addition, the advertising industry is subject to regulation by the Federal Trade Commission, the Food and Drug Administration and other federal and state agencies and is reviewed by various civic groups and trade organizations.  The introduction of new laws, regulations or interpretation of existing regulations governing advertising could have a material adverse effect on our business.

**Employees**

**           ** We currently have two full-time employees and also employ independent commission representatives. We typically enter into independent contractor agreements or work-for-hire agreements with individuals to provide services on an as-needed basis.

**Rescission of Acquisition of American Broadcast Group LLC**

**           ** On November 1, 2007, we purchased American Broadcast Group LLC, a privately held advertising sales organization. On June 18, 2008, we executed an agreement that rescinded the transaction because of insufficient operating capital to expand sales operations under ABG's current business model. All sales efforts are now being handled directly by Destination Television utilizing our new "electronic sale" business model to obtain advertisers and locations for our networks.

**Mergers and Acquisitions**

**           ** In addition to pursuing our revised business model, we are seeking to acquire companies or enter into joint ventures with companies that are in the entertainment, advertising or promotion fields, especially companies that have in-house or affiliated sales departments. We believe that our concept of leisure destinations driving traffic to retail locations is relevant to all forms of advertising, whether in digital or print or sound format. We believe that there are companies, in Florida and elsewhere, that could benefit from our capabilities and industry relationships and that can also complement our existing network structure. In light of our limited cash position and relatively high debt load, there is no assurance that we will be able to complete the acquisition of any company.

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**RESULTS OF OPERATIONS**           

The following discussion and analysis provides information that our management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read in conjunction with the financial statements and footnotes that appear elsewhere in this report.

***For the Three Months Ending January 31, 2009 and January 31, 2008***

**Sales and Other Revenues**

            In the fiscal quarters ending January 31, 2009 and 2008, we reported nominal sales of $7,565 and $2,913, respectively.  Sales in both periods were primarily of an experimental nature, wherein we tested and refined different concepts and approaches for potential advertisers. For the quarter ended January 31, 2008, revenues of our former subsidiary, American Broadcast Group LLC, are not included in the Company's sales, but are reflected, for that period, in the loss from a discontinued operation.

**Expenses**

**Selling, General and Administrative**

           Selling, general and administrative expenses for the fiscal quarter ended January 31, 2009 decreased $28,433 or 23% to $93,080 from $121,513 in the quarter ended January 31, 2008.  This decrease is primarily attributable to decreases of, $7,600 in cost of production personnel and sales staff and $15,000 for professional fees.

**Consulting Expense**

**           ** In the quarter ended January 31, 2009, consulting expense was $173,430, which compares to $0 in the like period of the prior year. All but $3,000 of the consulting services were paid for in stock and options, which were valued at $120,500 for the stock, and $49,930 for the options.

**Interest Expense**

**           ** Interest expense in the January 31, 2009 quarter increased by approximately $2,900, or 19%, to $17,712 from $14,869 in the comparable 2008 fiscal quarter. Interest expense for both quarters consisted of accrued interest on the outstanding Terry notes and loans payable and estimated accrued interest on our payroll tax liabilities. **           **

**Loss on Discontinued Operations**

            Our loss from discontinued operations for the quarter ended January 31, 2008 was $21,482, which is reflected separately in the *Consolidated Statement of Operations* as the results of a *Discontinued Operation*.  We did not incur losses from a discontinued operation in the quarter ended January 31, 2009.

** Income Tax Expense (Benefit)**

**           ** We have substantial net operating loss carry-forwards, which may be used to offset operating profits in the future. In the periods covered by this report, there was no income tax expense or benefit reported on our financial statements. We determined that it was more likely than not that our net operating loss carry-forwards would not be utilized; therefore, we have provided a valuation allowance against the related deferred tax asset.

**Losses**

**           ** Our net loss before taxes was $276,658 in the three months ended January 31, 2009, compared to $154,951 for the quarter ended January 31, 2008. Included in our losses in the 2009 fiscal quarter was a non-cash charge of $170,420, which we recorded, as expense, for the fair value of consultants' options, $49,930; and for the fair value of common shares issued for consulting services; $120,500. In the 2008 fiscal quarter, consulting expense was $0.

            Although we have substantial tax carry-forwards, we have not reduced our net loss for the year by any tax benefit, because we determined that it was more likely than not that our net operating loss carry-forwards would not be utilized; therefore, we have provided a valuation allowance against the related deferred tax asset and, consequently, our net loss before taxes and after taxes is the same.

**           ** Although we believe our revised business model may provide an increase in revenue and a reduction in losses for the year ending October 31, 2009, there can be no assurance that we will achieve profitability, generate new revenues, or sustain growth in the future. Without required funding, we will not be able to increase the number of subscribers for our digital signage or enable us to develop new media concepts or acquire existing companies.

**Impact of Inflation**

            It is management's opinion that inflation has had only a negligible effect on our operations in the past several years.

**Liquidity and Capital Resources**

**           ** For the period November 1, 1999 through January 31, 2009, we have not generated cash from operations.  The amount of cash used by operating activities for the fiscal quarters ended January 31, 2009 and 2008 was $26,229 and $67,755, respectively.

**           ** We have been able to continue in business primarily from the receipt of cash from financing activities. During the January 31, 2009 fiscal quarter, our financing activities provided total funds of $83,100.  Similarly, our financing activities provided $100,000 in the comparable 2008 quarter.

**           ** Our liabilities, all of which are current liabilities (due within one year), totaled approximately $1,576,000 at January 31, 2009.  Of that amount, $705,000, plus accrued interest of $129,000, was owed to Dr. Terry. The $705,000 of principal consists of: $500,000 in the form of 6% and 8% convertible notes, of which $300,000 is secured by all of our assets, and $205,000 in 6% non-convertible unsecured loans. Additionally, we owed Dr. Terry $328,500 for accrued rent. Our other major liability is for payroll taxes, which is approximately $242,000, including interest and penalties, at January 31, 2009. We recognize the high priority of resolving this debt in an orderly manner. We have retained an accounting firm that is experienced in negotiating with the Internal Revenue Service regarding payroll tax liabilities and we submitted an Offer in Compromise to substantially reduce our liability. Although the Offer in Compromise has been rejected, we have appealed the initial determination and are continuing negotiations. There is no assurance that an acceptable settlement will be reached.  All payroll tax obligations for the calendar years 2007 and 2008, and for the first quarter of 2009 have been paid.

**           ** We have funded our cash needs during the last two fiscal years through the issuance of our common stock and convertible and non-convertible notes. We also used our common stock, in lieu of cash, to obtain professional and employment services. We intend to cover our cash needs over the next 12 months through the sale of additional shares of our common stock and/or convertible securities.

**Capital Expenditures**

            Assuming we are unable to consummate an acquisition of an existing company with capital expenditure requirements, our equipment needs should not exceed $100,000 for the next 12 months. Even with the limited requirements, there is no assurance that we will be able to obtain financing to acquire the equipment at terms acceptable to us.

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**Item 3 - Quantitative and Qualitative Disclosures about Market Risk**

**               ** Not applicable.

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**Item 4T - Controls and Procedures**

**Evaluation of disclosure controls and procedures**

**            ** We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2009. This evaluation was accomplished under the supervision and with the participation of our chief executive officer, principal executive officer, chief financial officer/principal accounting officer who concluded that our disclosure controls and procedures are not effective to ensure that all material information required to be filed in the quarterly report on Form 10-Q has been made known to him.

**            ** Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

**            ** Based upon an evaluation conducted for the period ended January 31, 2009, Gordon Scott Venters who served as our Chief Executive Officer and Chief Financial Officer (which duties include that of principal accounting officer) as of January 31, 2009 and as of the date of this Report, has concluded that as of the end of the period covered by this report, we have identified the following material weakness of our internal controls: 

**            ** ·     Reliance upon independent financial reporting consultants for review of critical accounting areas and disclosures and material non-standard transactions.  

**             **·    Lack of sufficient accounting staff which results in a lack of segregation of duties necessary for a good system of internal control.

**            ** In order to remedy our existing internal control deficiencies, as soon as our finances allow, we will hire a Chief Financial Officer who will be sufficiently versed in public company accounting to implement appropriate procedures for timely and accurate disclosures 

**Changes in internal control over financial reporting*** *

**            ** We have not yet made any changes in our internal control over financial reporting that occurred during the period covered by this report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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**PART II - OTHER INFORMATION**

**ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**

**Stock Issued for Cash**

**           ** In January 2009, the Company issued to three “accredited investors” 4,950,000 shares of common stock for $83,100, or an average price of $0.017 per share.** **The proceeds were used for working capital. These shares have not been registered under the Securities Act of 1933, as amended, and therefore, may not be transferred in the absence of an exemption from registration under such laws and will be considered "restricted securities" as that term is defined in Rule 144 adopted under the Securities Act, and may be sold only in compliance with the resale provisions set forth therein.

 **Stock and Stock Options Issued for Services**

            As previously reported on Form 8-K, on December 22, 2008, we entered into a one-year consulting agreement with Westport Strategic Partners, Inc. ("Westport"), a consulting firm based in Fort Lauderdale, Florida. In connection with the Consulting Agreement, we issued, as compensation, 10 million shares of our common stock and three-year stock options to acquire 5 million shares of our common stock at $0.02 per share and 5 million shares at $0.05 per share. The shares of common stock were valued at $0.006 per share, which was the closing bid price on December 22, 2008. The stock options were deemed to have a fair value, at the date of the grant, of $49,930, pursuant to the Black-Scholes valuation model, which amount has been reflected as additional *Consulting Expense* in the Consolidated Statements of Operations for the three months ended January 31, 2009.

            The newly issued shares and options 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. The issuances were made in reliance on Section 4(2) of the Securities Act of 1933 and Westport represented that the securities were being acquired for investment purposes.

            In January 2009, we issued 2,750,000 shares of our common stock for consulting services to five individual consultants. The shares were valued at $60,500 or approximately $0.022 per share, which was representative of the approximate market value at the date of issuance. The 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. The issuances were made in reliance on Section 4(2) of the Securities Act of 1933 and the individuals represented that the securities were being acquired for investment purposes.

**ITEM 6 – EXHIBITS**
| Exhibit 31.1 |   |   | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|--------------|--------|--------|--------------------------------------------------------------------------|
| Exhibit 32.1 |   |   | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |

**SIGNATURES**

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|   |   | Destination Television, Inc.                                        |
|--------|--------|---------------------------------------------------------------------|
|   |   |                                                                     |
|   |   | (Registrant)                                                        |
|   |   |                                                                |
| By:    |   | /s/ Gordon Scott Venters                                            |
|   |   |                                                                     |
|   |   | Gordon Scott Venters          President and Chief Executive Officer |

Date: March 22, 2009