UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549






FORM 10-Q/A






|    |                                                                                         
|--- | ----------------------------------------------------------------------------------------
|[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.



For the quarterly period ended January 31,
2011





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|--- | -----------------------------------------------------------------------------------------
|[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.



For the transition period from ____________,
to ____________



Commission File Number000-30800






THE MOVIE STUDIO, INC.

(Exact Name of Registrant as Specified in
Charter)






|                                                                       |  |                                                
|---------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware                                                               |  | 65-0494581                                     
|(State or Other Jurisdiction of
        Incorporation or Organization) |  | (I.R.S. Employer
        Identification Number)



530 North Federal Highway, Ft. Lauderdale,
Florida 33301

(Address of Principal
Executive Offices)



(954) 332-6600

(Registrant’s Telephone Number)






Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days.    Yes      No  X



Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).    Yes      No  X



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer,
large accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



|                        |     |                           |    
|----------------------- | --- | ------------------------- | ---
|Large accelerated filer | [ ] | Accelerated filer         | [ ]
|Non-accelerated filer   | [ ] | Smaller reporting company | [X]

1







Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  [ ]   No  [X]



There were 131,182,473 shares of the Registrant’s
$0.0001 par value common stock outstanding as of Jun 17, 2013.



Explanatory Note



The Movie Studio, Inc. (the “Company”) is filing this
Amendment No. 1 (the “Amended Report”) to its Quarterly Report on Form 10-Q/A for the quarterly period ended January
31, 2011, originally filed with the US Securities and Exchange Commission (“SEC”) on April 19, 2013 (the “Original
Filing”), to amend and restate its consolidated balance sheet at January 31, 2011 and consolidated statement of operations
and consolidated statements of cash flows for the three month period ended January 31, 2011, to correct errors associated with
the inclusion of incorrect financial results in the aforementioned consolidated financial statements.



Also, the Company failed to include in the MD&A section a discussion
of the financial results for the three months ended January 31, 2011. In addition to omitting a discussion of the three months
ended January 31, 2011 from the MD&A section, the Company’s discussion for the six months ended January 31, 2011 was
based on the incorrect financial results referred to above. Additionally, the subsequent event footnote was not properly presented.



In addition to the comments presented above, the Original Filing
was submitted by the Company to the SEC before it was reviewed by its independent registered public accounting firm.



Except as discussed above, we have not modified or updated disclosures
present in the Original Filing, except as required to reflect the effects of the restatement in this Amended Report. Accordingly,
this Amended Report does not reflect events occurring after our Original Filing or modify or update those disclosures affected
by subsequent events, except as specifically referenced herein. Information not affected by the restatement is unchanged and reflects
the disclosures made at the time the Original Filing.



The following items have been amended as a result of the restatement.





|Part I. |  | Item 1. |  | Consolidated Financial Statements (Unaudited)               
|------- |  | ------- |  | ------------------------------------------------------------
|        |  |         |  | Consolidated Balance Sheets - January 31, 2011 (as restated)
|        |  |         |  | Consolidated Statement of Operations - Three months         
|        |  |         |  | ended January 31, 2011 (as restated)                        
|        |  |         |  | Consolidated Statement of Cash Flows - Three months ended   
|        |  |         |  | January 31, 2011 (as restated)                              
|        |  |         |  | Notes to Consolidated Financial Statements                  
|        |  | Item 2. |  | Management Discussion and Analysis                          







This Quarterly Report on Form 10-Q/A should be read in conjunction
with our filings on Form 10-Q/A for the quarterly periods ended April 30, 2011 and July 31, 2011 as well as our current reports
on Form 8-K filed subsequent to the date of this original filing.





2











The Movie Studio, Inc.



Contents



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|------------------------------ | ------------------------------------------------------------------------------------ | ------
|Part I – Financial Information |                                                                                     
|                               |                                                                                      |       
|Item 1.                        | Consolidated Financial Statements                                                    | 4 - 19
|                               |                                                                                      |       
|Item 2.                        | Management’s Discussion and Analysis of Financial Condition and Results of Operation | 20    
|                               |                                                                                      |       
|Item 3.                        | Quantitative and Qualitative Disclosures About Market Risk                           | 21    
|                               |                                                                                      |       
|Item 4.                        | Controls and Procedures                                                              | 21    
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|Part II – Other Information    |                                                                                     
|                               |                                                                                      |       
|Item 1.                        | Legal Proceedings                                                                    | 23    
|                               |                                                                                      |       
|Item 2.                        | Unregistered Sales of Equity Securities and Use of Proceeds                          | 23    
|                               |                                                                                      |       
|Item 3.                        | Defaults Upon Senior Securities                                                      | 23    
|                               |                                                                                      |       
|Item 4.                        | Mine Safety Disclosures                                                              | 23    
|                               |                                                                                      |       
|Item 5.                        | Other Information                                                                    | 23    
|                               |                                                                                      |       
|Item 6.                        | Exhibits                                                                             | 23    
|                               |                                                                                     
|Signatures                     | 24                                                                                  



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PART I — FINANCIAL INFORMATION



Statements in this Form 10-Q Quarterly Report may be “forward-looking
statements.” Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs,
expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions.
These statements are based on our current expectations, estimates and projections about our business based, in part, on assumptions
made by our management. These assumptions are not guarantees of future performance and involve risks, uncertainties and assumptions
that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted
in the forward-looking statements due to numerous factors, including those risks discussed in this Form 10-Q Quarterly Report,
under “Management’s Discussion and Analysis of Financial Condition or Plan of Operation” and in other documents
which we file with the Securities and Exchange Commission.



In addition, such statements could be affected by risks and uncertainties
related to our financial condition, factors that affect our industry, market and customer acceptance, changes in technology, fluctuations
in our quarterly results, our ability to continue and manage our growth, liquidity and other capital resource issues, competition,
fulfillment of contractual obligations by other parties and general economic conditions. Any forward-looking statements speak only
as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect
events or circumstances after the date of this Form 10-Q Quarterly Report, except as required by law.



Item 1.     Financial Statements



THE MOVIE STUDIO, INC.



Table of Contents

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|Consolidated Balance Sheets           |  |  | 5      | 
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|Consolidated Statements of Operations |  |  | 6      | 
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|Consolidated Statements of Cash Flows |  |  | 7      | 
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|Notes to Financial Statements         |  |  | 8 - 18 | 















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|THE MOVIE STUDIO, INC.                                                        
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|(FORMERLY DESTINATION TELEVISION, INC.)                                       
|Consolidated Balance Sheets                                                   
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|The accompanying footnotes are an integral part of these financial statements.



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|THE MOVIE STUDIO, INC.                 
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|(FORMERLY DESTINATION TELEVISION, INC.)
|Consolidated Statements of Operations  
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|The accompanying footnotes are an integral  part of these financial statements.
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|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.
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7







THE MOVIE STUDIO, INC.

(FORMERLY DESTINATION
TELEVISION, INC.)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

JANUARY 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 accompanying unaudited consolidated quarterly financial statements have been
prepared on a basis consistent with generally accepted accounting principles in the United States (“GAAP”) for interim
financial information and pursuant to the rules of the Securities and Exchange Commission (“SEC”). In the opinion of
management, the accompanying unaudited financial statements reflect all adjustments, consisting of only normal and recurring adjustments,
necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented. The
results of operations for the periods are not necessarily indicative of the results expected for the full year or any future period.
These statements should be read in conjunction with the Entity’s Annual Report on Form 10-K for the year ended October 31,
2010 as filed with the SEC on January 12, 2013 (the “2010 Annual Report”).



The consolidated financial statements include the accounts
of The Movie Studio, Inc. (formerly Destination Television, Inc.), a Delaware corporation, and its wholly owned subsidiary Destination
Television, Inc., a Florida corporation. All significant inter-company account balances and transactions between the Company and
its subsidiary have been eliminated in consolidation.



Long-Lived
Assets



In accordance with Financial Accounting
Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360 “Property, Plant, and
Equipment,” the Company records impairment losses on long-lived assets used in operations when indicators of impairment are
present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts.
There were no impairment charges during the quarter ended January 31, 2011 and the year ended October 31, 2010.













8









THE MOVIE STUDIO, INC.

(FORMERLY DESTINATION
TELEVISION, INC.)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

JANUARY 31, 2011



Note 2 – Summary of significant Accounting
Policies (continued)



Fair Value of Financial Instruments



The fair values of the Company’s assets and
liabilities that qualify as financial instruments under FASB ASC Topic 825, “Financial Instruments,” approximate their
carrying amounts presented in the accompanying consolidated statements of financial condition atJanuary 31, 2011 and October
31, 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.



In accordance with GAAP, the Company is required to determine whether
a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including
resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company files an
income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. state and local jurisdictions. 
Generally the Company is no longer subject to income tax examinations by major taxing authorities for years before 2005. The tax
benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized
upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability
that would reduce net assets. This policy also provides guidance on thresholds, measurement, de-recognition, classification, interest
and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement
comparability among different entities. It must be applied to all existing tax positions upon initial adoption and the cumulative
effect, if any, is to be reported as an adjustment to stockholder’s equity as of January 1, 2009. Based on its analysis,
the Company has determined that the adoption of this policy did not have a material impact on the Company’s financial statements
upon adoption. However, management’s conclusions regarding this policy may be subject to review and adjustment at a later
date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations
thereof.



Comprehensive Income



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







9









THE MOVIE STUDIO, INC.

(FORMERLY DESTINATION
TELEVISION, INC.)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

JANUARY 31, 2011



Note 2 – Summary of significant Accounting
Policies (continued)



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 during the quarter ended January 31,2011 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 three month periods ended January 31, 2011 and
January 31, 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.







10











THE MOVIE STUDIO, INC.

(FORMERLY DESTINATION
TELEVISION, INC.)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

JANUARY 31, 2011



Note 2 – Summary of significant Accounting
Policies (continued)



Recently Adopted Accounting Pronouncements
(continued)



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 through
May 7, 2013, none of which had a material impact on the Company’s financial statements.



Loss Per Common Share



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



Note 3 – Going Concern



The accompany financial statements have been prepared on the basis
of accounting principles applicable to a going concern, which assume that Destination Television, Inc. will continue in operation
for a least one year and realize its assets and discharge its liabilities in the normal course of operations.



Several conditions cast doubt about the Company’s ability
to continue as a going concern. The Company has an accumulated deficit of approximately $8.9 million as of January 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.













11







THE MOVIE STUDIO, INC.

(FORMERLY DESTINATION
TELEVISION, INC.)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

JANUARY 31, 2011



Note 3 – Going Concern (continued)



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





Note 4 - Acquired Amortizable Intangible Assets



As of October 31, 2006, the Company invested $3,280
in establishing trademarks associated with its Bar TV concept. The Company amortizes the costs of these intangibles over their
estimated useful lives unless such lives are deemed indefinite. Amortizable intangible assets are also tested for impairment based
on undiscounted cash flows and, if impaired, written down to fair value based on either discounted cash flows or appraised values.
Intangible assets with indefinite lives are tested for impairment, at least annually, and written down to fair value as required.

Expected annual amortization
expense related to amortizable intangible assets is as follows:











|As of October 31,                          |   |      
|------------------------------------------ | - | -----
|2011                                       | $ | 300  
|2012                                       |   | 300  
|2013                                       |   | 300  
|Thereafter                                 |   | 280  
|                                           |   |      
|Total expected annual amortization expense | $ | 1,180







Note 5 - Income Taxes



The Company has approximately $8.9 million in net operating
loss carryovers available to reduce future income taxes. These carryovers expire at various dates through the year 2029. The Company
has adopted SFAS 109 which provides for the recognition of a deferred tax asset based upon the value the loss carry-forwards will
have to reduce future income taxes and management's estimate of the probability of the realization of these tax benefits. The Company's
management determined that it was more likely than not that the Company's net operating loss carry-forwards would not be utilized;
therefore, a valuation allowance against the related deferred tax asset has been established.

























12







THE MOVIE STUDIO, INC.

(FORMERLY DESTINATION
TELEVISION, INC.)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

JANUARY 31, 2011





Note 5 - Income Taxes (continued)



A summary of the deferred tax asset
presented on the accompanying balance sheets is as follows:



|                                 |   | January 31, |  |   | October 31,
|-------------------------------- | - | ----------- |  | - | -----------
|                                 |   | 2011        |  |   | 20         
|Deferred tax asset:              |   |             |  |   |            
|Net operating loss carryforwards | $ | 4,447,341   |  | $ | 4,405,757  
|Other Temporary differences      |   | 0           |  |   | 1,800      
|Deferred tax asset               |   | 4,447,341   |  |   | 4,407,557  
|Less: Valuation allowance        |   | (4,447,341) |  |   | (4,407,557)
|Net deferred tax asset           | $ | 0           |  | $ | 0          







|                                     | January 31, |   | October 31,
|------------------------------------ | ----------- | - | -----------
|                                     | 2011        |   | 2010       
|Statutory federal income tax expense | (34)        | % |            
|State and local income tax           | (5)         |   |            
|(net of federal benefits)            |             |   |            
|Other temporary differences          | -           |   |            
|Valuation allowance                  | 39          |   |            
|                                     |             |   |            
|                                     | -           | % |            





Note 6 - Commitments



Facilities



The Company leases from a stockholder, Dr. H. K. Terry,
pursuant to an oral agreement on a month-to-month basis, an 8,500 square foot building in Fort Lauderdale, Florida, which serves
as its administrative offices and computer operations center. The rent is $4,500 per month and the Company is responsible for utilities.
Rent expense was $13,500 and $13,500 for each of the three month periods ended January 31, 2011 and 2010, 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, 2004. The agreement was for an initial
period of three years, with automatic renewals of one year. 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, 2011, Mr. Venters was owed $447,847 for accrued unpaid salary.
As of October 31, 2010, Mr. Venters was owed $414,597 for accrued unpaid salary.











13







THE MOVIE STUDIO, INC.

(FORMERLY DESTINATION
TELEVISION, INC.)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

JANUARY 31, 2011

Note 7 - Payroll Taxes Payable



The Company has been delinquent in its payment
of payroll taxes. As of July 31, 2009, the total of payroll taxes payable, including estimated interest and penalties, was $261,710.
In August, October and November 2007, the Internal Revenue Service filed tax liens against the Company in the total amount of $198,351.
In August 2007, the Company made a lump-sum payment of $48,000 and in November 2007, an additional 13



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



Convertible Notes Payable -
Dr. Terry



As of January 31, 2011, notes payable due Dr. Terry
totaled $500,000, comprised of convertible notes of $400,000 and $100,000 at 6% and 8%, respectively. Of the $500,000 principal
balance of convertible notes payable, $300,000 of the notes are secured by all of the assets of the Company and $200,000 of the
notes are unsecured.



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



Loans Payable - Dr. Terry

On May 16, 2008, the Company borrowed $30,000 from
Dr. Terry. The loan which is unsecured is payable in one-year with 6% interest. Loans payable to Dr. Terry totaled $205,000 as
of October 31, 2010.

Note 9 - Stockholders' Deficiency



Common Stock



Stock Issued for Cash



During period ended January 31,
2011, the Company did not issue any shares of stock.



Stock Issued for Services



In During period ended January
31, 2011, the Company did not issue any shares of common stock.













14







THE MOVIE STUDIO, INC.

(FORMERLY DESTINATION
TELEVISION, INC.)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

JANUARY 31, 2011



Note 9 - Stockholders' Deficiency
(continued)



Preferred Stock



Series B Preferred Stock



The Series B Preferred Stock is
identical in all aspects to the Common Stock, including the right to receive dividends, except that each share of Series B Preferred
Stock has voting rights equivalent to four times the number of shares of Common Stock into which it could be converted. As of January
31, 2010, there were 5,750,000 shares of Series B Preferred Stock outstanding and on October 31, 2009 there were 5,750,000 shares
outstanding. Each share of Series B Preferred Stock is convertible into one share of common stock.



Note 10- Common Stock Options



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



Note 11 – Litigation



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



Note 12 - Related Party Transactions



Dr. Harold Terry



On December 21, 2007, the Company issued a one-year
8%, $100,000 secured convertible note to Dr. Harold Terry, a major shareholder of the Company's common stock for $100,000 cash.
 The note is convertible into common stock at $0.05 per share and is collateralized by all of the Company's assets, both tangible
and intangible, and is restricted as to transferability. The proceeds of the note were used for working capital. As of October
31, 2008, notes payable due Dr. Terry totaled $500,000, comprised of convertible notes of $400,000 and $100,000 at 6% and 8%, respectively.
Of these convertible notes payable, $300,000 are secured by all of the assets of the Company and $200,000 of the notes are unsecured.

On May 16, 2008, the Company borrowed $30,000 from
Dr. Terry. The loan which is unsecured is payable in one-year with 6% interest. In fiscal year 2007, Dr. Terry made $125,000 of
unsecured loans to the Company. As of January 31, 2011, the total of unsecured loans payable to Dr. Terry totaled $205,000.

The Company leases the building that houses its
offices from Dr. Terry on a month-to-month basis, at $4,500 per month, which has been accrued by the Company but not paid.



As of January 31, 2011 and October 31, 2010, the Company
owed Dr. Terry for accrued interest $216,907 and $205,368, respectively; and for accrued rent $436,500 and $423,000, respectively.
These amounts are included in the accompanying consolidated balance sheets as accrued interest – related party and accounts
and accrued expenses payable, respectively.















15







THE MOVIE STUDIO, INC.

(FORMERLY DESTINATION
TELEVISION, INC.)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

JANUARY 31, 2011



Note 12 - Related Party Transactions
(continued)



Gordon Scott Venters



Effective November 2007, Gordon Scott Venters, entered
into a three-year employment agreement with the Company, which is described above inNote
5-Commitments-Employment Agreements.



In November 2007, Mr. Venters, acquired from the Company
2,000,000 shares of its Series B Preferred Stock as payment of $56,000 of accrued unpaid salary. The shares were valued at $56,000,
or $0.028 per share, which represented the approximate value, at the date of issuance, of the common stock into which the Series
B Preferred Stock may be converted. Also, in September and October 2008, Mr. Venters, acquired a total 15,000,000 shares of common
stock from the Company at an average price of approximately $0.0051 as payment for accrued but unpaid salary of $76,000. The shares
of Series B Preferred Stock and the common shares have not been registered under the Securities Act of 1933, as amended, and therefore,
may not be transferred in the absence of an exemption from registration under such laws and will be considered "restricted
securities" as that term is defined in Rule 144 adopted under the Securities Act, and may be sold only in compliance with
the resale provisions set forth therein.



In August 2006 and February 2007, Mr. Venters made non-interest
bearing unsecured loans to the Company in the amounts of $25,000 and $5,000, respectively. In April 2007, the Company repaid the
$5,000 loan; in addition to the repayment of $5,000 loan, the Company also issued 500,000 if its $0.0001 par value common stock
in exchange for the $25,000 loan and accrued wages. These shares were valued at $0.052 per shares. Additionally, in August 2007,
he acquired 1,000,000 shares of common stock, which were valued at $0.04 per share, in exchange for $40,000 of accrued unpaid salary.
As of January 31, 2010, Mr. Venters was owed $291,992 for accrued unpaid salary. October 31, 2009, Mr. Venters was owed $248,557.



Note 13– Restatement



This Amendment to the Company’s Form 10-Q, which was filed
on April 19, 2013, restates the consolidated balance sheets at January 31, 2011, consolidated statement of operations for the three
month periods ended January 31, 2011, and the consolidated statement of cash flows for the three month period ended January 31,
2011, to correct errors associated with the inclusion of incorrect financial results in the aforementioned consolidated financial
statements. The effect of the correction of these errors was to increase net loss by $714 for the three months ended January 31,
2011.



The following table presents the effect of
restatement on the consolidated balance sheets, consolidated statements of operations, and consolidated statements of cash flows:



















16











THE MOVIE STUDIO, INC.

(FORMERLY DESTINATION
TELEVISION, INC.)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

JANUARY 31, 2011



Note 13– Restatement (continued)











|                                               |                         | Consolidated Balance Sheets         
|---------------------------------------------- | ----------------------- | ------------------------------------
|                                               |                         | At Janury 31, 2011                  
|                                               |                         | Originally                          
|                                               |                         | Reported                            
|Total assets                                   | $                12,189 |                                     
|                                               |                         |                                     
|Total liabilities                              | 2,164,712               |                                     
|                                               |                         |                                     
|Total stockholders' deficiency                 | (2,152,523)             |                                     
|                                               |                         |                                     
|Total liabilities and stockholders' deficiency | $                12,189 |                                     
|                                               |                         |                                     
|                                               |                         | Consolidated Statement of Operations
|                                               |                         | Three Months Ended January 31, 2011 
|Sales                                          |                         | $                       -           
|                                               |                         |                                     
|Expenses:                                      |                         |                                     
|Selling general and administrative expenses    | 33,250                  |                                     
|Studio Rent                                    |                         | 13,500                              
|Interest expense                               | 20,191                  |                                     
|Total expenses                                 | 66,941                  |                                     
|                                               |                         |                                     
|Net loss                                       |                         | $                66,941             



















17







THE MOVIE STUDIO, INC.

(FORMERLY DESTINATION
TELEVISION, INC.)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

JANUARY 31, 2011



Note 13– Restatement (continued)







|                                          | Consolidated Statement of Cash Flows
|----------------------------------------- | ------------------------------------
|                                          | Three Months Ended January 31, 2011 
|                                          |                                     
|Cash flows from operating activities      |                                     
|Net loss                                  | $   (67,655)                        
|                                          |                                     
|Adjustments to reconcile net loss to net  |                                     
|cash used by operating activities:        |                                     
|                                          |                                     
|Depreciation                              | 714                                 
|Accounts payable and accrued expenses     | 34,311                              
|Accrued rent                              | 13,500                              
|Accrued interest                          | 11,075                              
|Payroll taxes payable                     | 9,116                               
|                                          |                                     
|Net cash used in operating activities     | 1,061                               
|                                          |                                     
|Cash flows from financing activities:     |                                     
|Proceeds from issuance of common stock    | -                                   
|Proceedes from relating party loan        | -                                   
|                                          |                                     
|Net cash provided by investing activities | -                                   
|                                          |                                     
|Net increase (decrease) in cash           | 1,061                               
|Cash, beginning of period                 | 819                                 
|                                          |                                     
|Cash, end of period                       | $      1,880                        



Note 14 – Subsequent Events



During the six month period ended April 30, 2010, the
Company issued 5.5 million shares of its $.0001 par value common stock to third party investors for a total cash payment of $27,500;
the shares were valued at $.005 per share.



At March 31, 2011, the Company owed Dr. K. Terry, a
related party shareholder, a total of $1,353,420, which represented $436,500 for accrued rent, $705,000 for convertible notes,
and $211,920 for accrued interest against the convertible notes. On April 1, 2011, the total due Dr. Terry of $1,353,420 was purchased
by Ventures Capital Partners, LLC, another related party, which provided Dr.Terry an equity interest in Ventures Capital Partners,
LLC.



In November 2012, the Company changed its name from
Destination Television, Inc. to the Movie Studio, Inc.









18







THE MOVIE STUDIO, INC.

(FORMERLY DESTINATION
TELEVISION, INC.)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

JANUARY 31, 2011



Note 14 – Subsequent Events
(continued)



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















































































19















Item 2. Management’s
Discussion and Analysis of Financial Conditions and

Results of Operations



THIS FILING CONTAINS FORWARD-LOOKING STATEMENTS.
THE WORDS “ANTICIPATED,” “BELIEVE,” “EXPECT,” “PLAN,” “INTEND,” “SEEK,”
“ESTIMATE,” “PROJECT,” “WILL,” “COULD,” “MAY,” AND SIMILAR EXPRESSIONS
ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS INCLUDE, AMONG OTHERS, INFORMATION REGARDING FUTURE OPERATIONS,
FUTURE CAPITAL EXPENDITURES, AND FUTURE NET CASH FLOW. SUCH STATEMENTS REFLECT THE COMPANY’S CURRENT VIEWS WITH RESPECT TO
FUTURE EVENTS AND FINANCIAL PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT LIMITATION, GENERAL ECONOMIC AND
BUSINESS CONDITIONS, CHANGES IN FOREIGN, POLITICAL, SOCIAL, AND ECONOMIC CONDITIONS, REGULATORY INITIATIVES AND COMPLIANCE WITH
GOVERNMENTAL REGULATIONS, THE ABILITY TO ACHIEVE FURTHER MARKET PENETRATION AND ADDITIONAL CUSTOMERS, AND VARIOUS OTHER MATTERS,
MANY OF WHICH ARE BEYOND THE COMPANY’S CONTROL. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES OCCUR, OR SHOULD UNDERLYING
ASSUMPTIONS PROVE TO BE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY AND ADVERSELY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED,
OR OTHERWISE INDICATED. CONSEQUENTLY, ALL OF THE FORWARD-LOOKING STATEMENTS MADE IN THIS FILING ARE QUALIFIED BY THESE CAUTIONARY
STATEMENTS AND THERE CAN BE NO ASSURANCE OF THE ACTUAL RESULTS OR DEVELOPMENTS.



The following discussion and analysis of our
financial condition and plan of operations should be read in conjunction with our financial statements and related notes appearing
elsewhere herein. This discussion and analysis contains forward-looking statements including information about possible or assumed
results of our financial conditions, operations, plans, objectives and performance that involve risk, uncertainties and assumptions.
The actual results may differ materially from those anticipated in such forward-looking statements. For example, when we indicate
that we expect to increase our product sales and potentially establish additional license relationships, these are forward-looking
statements. The words expect, anticipate, estimate or similar expressions are also used to indicate forward-looking statements.



Plan of Operation



The Movie Studio, Inc. F/K/A Destination
Television, Inc. (the "Company" or the "Registrant") was incorporated in the State of Delaware in 1961 under
the name Magic Fingers, Inc. By amendment of its certificate of incorporation, the Company's name was changed in 1999 to Magicinc.com
and in April 2002 to Magic Media Networks, Inc. and in February 2007 to Destination Television, Inc. In November of 2012 the Company
filed an amendment to change its name to The Movie Studio, Inc. Through the period ended October 31, 1999, the Company devoted
substantially all its efforts to reorganizing its financial affairs and settling its debt obligations. During the fiscal years
ended October 31, 2000 and October 31, 2001, the Company was engaged primarily in the planning and development of an interactive
network to provide entertainment via the Internet. Subsequent to October 31, 2001, the Company redirected its business focus to
the development of a private television network, in high traffic locations such as bars and nightclubs. During the development
process, the Company received incidental revenue from the sale of advertising and the production of commercials.

























20

Results of Operation



Three Months Ended January 31, 2011 Compared to Three Months
Ended July 31, 2010



Revenue



Revenue decreased from $8,985 to $-0- for the
three months ended January 31, 2011 compared to the same period in 2010. The $8,985 decrease in revenue is primarily attributable
to the decrease in subscription revenue.



Expenses



Selling, general and administrative expenses
decreased $18,818 from $66,342 to $47,464 for the three months ended January 31, 2011, as compared to the same period in 2010.
These decreases were primarily due to the Company’s decreasing payroll costs.



Other



For the three months ended January 31, 2011
and 2010, the Company reported interest expense of $20,191 and $19,166, respectively, an increase of $1,025 or 5.4%.



Liquidity and Capital Resources



As of January 31,
2011 the Company had assets of $11,475 as against total liabilities of $2,163,998.The Company has an accumulated deficit
of approximately $8.9 million as of January 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.



Item 3. Quantitative
and Qualitative Disclosures About Market Risk



Not applicable.





Item 4. Controls and Procedures



| | (a) | Evaluation of disclosure controls and procedures.
| | --- | -------------------------------------------------



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 (Exchange Act) as a process designed
by or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors,
management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies
and procedures that:







21







Pertain to the maintenance of records
that is in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets



Provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of our management
and directors: and



Provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a
material effect on the financial statements.





Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.



Management assessed the effectiveness of the
Company’s Internal Control over financial reporting as of January 31, 2010. In making this assessment, management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in this Internal Control-Integrated
Framework.



Base on our assessment, we believe that, as
of January 31, 2010 our internal control over financial reporting was not effective.



Evaluation of Disclosure Controls and Procedures



We maintain disclosure controls and procedures
(as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that are designed to ensure that information required to be
disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management,
including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding disclosure.  In
designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.



Our management, with the participation of our
chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures
as of January 31, 2010. Based on their evaluation, our chief executive officer and chief financial officer have concluded that,
as of January 31, 2010, our disclosure controls and procedures were not effective.



(b)	Changes in internal controls.



There have not been any changes in the Company’s
internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during
the quarter ended January 31, 2010 that have materially affected, or are reasonably likely to materially affect, the Company’s
internal control over financial reporting.









22









PART
II - OTHER INFORMATION



Item 1. Legal Proceedings



During the month of November 2012, the Company
became involved in litigation regarding the ownership of equipment left in the building by a previous tenant. The building serves
as the corporate headquarters for the Company. The Company was ordered by the court to preserve the equipment until ownership can
be established by the court. The Company has made no claim of ownership of the equipment and expects to be dismissed from the litigation.



Item 2.     Unregistered Sales
of Equity Securities and Use of Proceeds



During the three month period ended January
31, 2010, there was no modification of any instruments defining the rights of holders of the Company’s common stock and no
limitation or qualification of the rights evidenced by the Company’s common stock as a result of the issuance of any other
class of securities or the modification thereof.



Item 3.     Defaults upon Senior
Securities



There have been no defaults in any material
payments during the covered period.



Item 4.     Mine Safety Disclosures



Not applicable.



Item 5.     Other Information



The Company does not have any other material
information to report with respect to the nine month period ended January 31, 2011.



Item 6. Exhibits and Reports
on Form 8-K



(a)Exhibits



33.1
Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002



33.2
Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002



| | (b) | Reports on Form 8-K
| | --- | -------------------



No
reports on Form 8-K were filed during the quarter ended January 31, 2011.





























23











SIGNATURES



In accordance with the requirements
of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





THE MOVIE STUDIO, INC.



Date: June 17, 2013



/s/ Gordon Scott Venters

Gordon Scott Venters

President, Secretary and Director







































































24







EXHIBIT 33.1





CERTIFICATION OF CHIEF EXECUTIVE OFFICER

AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002



I, Gordon Scott Venters, certify that:



| | 1. | I have reviewed this Quarterly Report on Form 10-Q of The Movie Studio, Inc.
| | -- | ----------------------------------------------------------------------------



| | 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods present in this report;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | The small business issuer’s other certifying officer(s) and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report
is being prepared;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | Disclosed in this report any change in the small business issuer’s internal control over
financing reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,
the small business issuer’s internal control over financial reporting; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | The small business issuer’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the small business
issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing
the equivalent functions):
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







25







| | (a) | All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process,
summarize and report financial information; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Any fraud, whether or not material, that involved management or other employees who have a significant
role in the small business issuer’s internal control over financial reporting.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





Dated: June 17, 2013



/s/ Gordon Scott Venters

Gordon Scott Venters

Chief Executive Officer

Chief Accounting Officer

















































































26







EXHIBIT 33.2



CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002



In connection with this Quarterly Report of The Movie Studio, Inc.
(the “Company”) on Form 10-Q for the period ending January 31, 2010, as filed with the Securities and Exchange Commission
on the date hereof (the “Report”), I, Gordon Scott Venters, Chief Executive Officer and Chief Accounting Officer of
the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 that:



| | 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
| | -- | ---------------------------------------------------------------------------------------------------------------------



| | 2. | The information contained in the Report fairly presents, in all material respects, the financial
condition and result of operations of the Company.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------



By: /s/ Gordon Scott Venters

Gordon Scott Venters

Chief Executive Officer

Chief Accounting Officer



Dated: June 17, 2013





























































27