UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-Q


(MarkOne)


x
Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934For the quarterly period ended March 31, 2012o
Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period from                 to





Commission File Number: 000-50468





Modern City Entertainment, Inc.


(Exact name of registrant as specified in its charter)





Washington

98-0206033(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)





1815 Griffin Road, Suite 207, Fort Lauderdale, Florida

33004(Address of principal executive offices)

(Zip Code)





305-970-4898


(Registrant’s telephone number, including area code)





(Former name, former address and former fiscal year, if changed since last report)





Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 x   No o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.





Large accelerated filer    o
Accelerated filer      oNon-accelerated filer      o
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  o   No x





Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.





Class

Outstanding at May  4, 2012Common stock, $0.001 par value

23,051,993




-1-








PART I – FINANCIAL INFORMATION





Item 1.  Financial Statements





MODERN CITY ENTERTAINMENT INC.Condensed Consolidated Balance SheetsMarch 31, 2012 and December 31, 2011March 31,


December 31,2012


2011ASSETSCurrent AssetsCash

$
232,695


$
267,955Total current assets


232,695



267,955Property & equipment, net of accumulateddepreciation


-



-Total Assets

$
232,695


$
267,955LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent LiabilitiesAccounts payable and accrued expenses

$
10,489


$
10,000Total current liabilities


10,489



10,000Stockholders’ EquityPreferred Stock, $0.0001 par value20,000,000 shares authorized; none issued


-



-Common stock, $0.0001 par value; 50,000,000 shares authorizedand

23,051,993  and34,753,428 issued and outstanding respectively


2,298



2,298Additional paid-in capital


1,057,762



1,057,762Accumulated Deficit


(296,446)



(260,697)Deficit accumulated during the development stage


(541,408)



(541,408)Total stockholders’ equity


222,206



257,955Total Liabilities and Stockholders’ Equity

$
232,695


$
267,955The accompanying notes are an integral part of these financial statements





-2-
 MODERN CITY ENTERTAINMENT INC.Condensed Consolidated Statements of OperationsFor the three months ended March 31, 2012 and 20112012


2011Revenues

$
-


-ExpensesPayroll expenses


11,646



4,672Professional fees


1,275



803Travel, meals and entertainment


-



-Depreciation expense


-



80Office expenses


23,124



1,246Total  expenses


36,045



6,801Other Income (Expense)Interest Income


297



278Net Loss

$
(35,748)


$
(6,523)Loss per share –basic and diluted

$
(0.001
)

$
(0.001
)Weighted average number of shares outstanding-basic and diluted


23,051,993



23,051,993The accompanying notes are an integral part of these financial statements
  -3-


MODERN CITY ENTERTAINMENT, INC.


Condensed Consolidated Statements of Cash Flows


For the Three months ended March 31,





2012


2011Cash flows used in operating activitiesNet loss

$
(35,748)


$
(6,523)Add items not involving cash:Depreciation


-



80Changes in non-cash working capital item related

to operations:Reduction of Production costsAccounts payable and accrued expenses


488



114Net cash used in operating activities


(35,260)



(6,329)Cash flows used in investing activitiesNet cash used in investing activities


-



-Cash flows provided by financing activities(Decrease) in amount due to related party


-



-(Decrease) in loan payable to stockholders


-



-Net cash used in financing activities


-



-(Decrease) increase in cash during the period


(35,260)



(6,329)Cash, beginning of the period


267,955



329,080Cash, end of the period

$
232,695


$
322,751Supplementary disclosure of cash flow informationCash paid for:Interest

$
-


$
-The accompanying notes are an integral part of these financial statements







-4-





MODERN CITY ENTERTAINMENT, INC.


NOTES TO FINANCIAL STATEMENTS








Note 1                      Nature and Continuance of Operations


Note 1                      Nature and Continuance of Operations





Modern City Entertainment, Inc. (formerly Azul Studios International Inc.) (the “Company”) was incorporated on September 23, 1996 under the laws of the State of Texas as Alvin Consulting Inc.  On July 15, 1999, the stockholders of the Company approved a merger with a newly incorporated company in the State of Washington and the surviving company, Realty Technologies Inc., operates under the laws of the State of Washington.  On August 12, 1999 stockholders of the Company approved an amendment to the articles of the Company changing its name to Equinta Corp.  On April 10, 2000, the stockholders of the Company approved a change to the articles of the Company changing its name
to Courier Corps Inc.  On May 16, 2000, the stockholders the Company approved a change in the name of the Company to eCourierCorps Inc.  On March 12, 2004, the Company changed its name to Azul Studios International Inc. and adopted a business plan to develop a group of boutique hotels catering to the professional photographers and film artists.  In July 2004 the Company incorporated Azul Studios Properties S.L., in Barcelona, Spain, a wholly-owned subsidiary.  The Company also incorporated a wholly-owned corporation, Azul Media Inc., in the State of Washington on March 8, 2005.  The Company intended to develop a group of professional photographic studios in select locales around the world.  On June 29, 2006, the Company sold all of the issued and outstanding shares of its wholly-owned subsidiary, Azul Studios Property,
S.L..  On February 28, 2007, the Company agreed to acquire Modern City Entertainment LLC (“MCE”), a Miami based development stage independent movie company, which is in the business of acquiring, producing and distributing feature films internationally.  Currently the Company has no revenue.





On April 27, 2007, the Company changed its name to Modern City Entertainment, Inc.





The Company was a development stage company as defined under Statement of Financial Accounting Standards (“FAS”) No. 7 through the year ended December 31, 2007.  Prior to April 1, 2000, the Company developed and sold the rights to a web based internet application in the real estate industry.  During 2008, the company commenced incurring production costs related to the production of the aforementioned screenplay.





These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  At March 31, 2010, the Company had not yet achieved profitable operations, has accumulated losses of approximately $700,000 since its
recapitalization, and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern.  The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.





BASIS OF PRESENTATION





The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP").  The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of  the consolidated financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates.











-5-





MODERN CITY ENTERTAINMENT, INC.


NOTES TO FINANCIAL STATEMENTS


March 31, 2012








CASH AND CASH EQUIVALENTS





The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. At March 31, 2012 and December 31, 2011, the Company had cash equivalents in the amount of approximately $233,000, and $268,000, respectively, all in low risk investments.





CONCENTRATION OF CREDIT RISK





Financial   instruments   that   potentially   subject   the   Company to concentrations of credit risk consist principally of cash. The Company maintains  cash  balances  at one financial institution, which is insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC insured institution insures up to $250,000 on account balances. As of March 31, 2012 and December 31, 2011 there were approximately $0 and $18,000, respectively of cash and cash equivalents held by the Company above the FDIC limit. The financial institution has a strong credit
rating and management believes the risk to the Company is minimal.  The company has not experienced any losses in such accounts.





ACCOUNTS RECEIVABLE





The Company conducts business and extends credit based on the evaluation of its customers' financial condition. Exposure to losses on receivables is expected to vary by customer due to the financial condition of each customer. The Company monitors credit losses and maintains allowances for anticipated losses considered necessary under the circumstances. Recoveries of accounts previously written off are recognized as income in the periods in which the recoveries are made. The Company had no accounts receivable at March 31, 2012 and  December 31, 2011.





IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF





The Company accounts for the impairment of long-lived assets in accordance with ASC Topic 360, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of” (“ACS Topic 360”) requires write-downs to be recorded 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 amount.





If the long-lived assets are identified as being planned for disposal or sale, they would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. As of March 31, 2012 this does not apply.








GOODWILL AND OTHER INTANGIBLE ASSETS





ASC Topic 350, “Intangibles – Goodwill and Other statement addresses financial accounting and reporting for acquired goodwill and other intangible assets.  It addresses how intangible assets that are acquired individually or with a group of other assets (but not those acquired in a business combination) should be accounted for in financial statements upon their acquisition.  This Statement also addresses how goodwill and other intangible assets should be accounted for after they have been initially recognized in the financial statements.





Goodwill and intangible assets with indefinite useful lives are not amortized. Intangible assets with finite useful lives are amortized generally on a straight-line basis over the periods benefited, with a weighted average useful life of 15 years.











-6-





MODERN CITY ENTERTAINMENT, INC.


NOTES TO FINANCIAL STATEMENTS


March 31, 2012





In performing this assessment, management uses the income approach and the similar transactions method of the market approach to develop the fair value of the acquisition in order to assess its potential impairment of goodwill. The income approach is based on a discounted cash flow model which relies on a number of factors, including operating results, business plans, economic projections and anticipated future cash flows. Rates used to discount future cash flows are dependent upon interest rates and the cost of capital at a point in time. The similar transactions method is a market approach methodology in which the fair value of a business is estimated by analyzing the prices at which companies similar to the
subject, which are used as guidelines, have sold in controlling interest transactions (mergers and acquisitions). Target companies are compared to the subject company, and multiples paid in transactions are analyzed and applied to subject company data, resulting in value indications. Comparability can be affected by, among other things, the product or service produced or sold, geographic markets served, competitive position, profitability, growth expectations, size, risk perception, and capital structure. There are inherent uncertainties related to these factors and management’s judgment in applying them to the analysis of goodwill impairment. It is possible that assumptions underlying the impairment analysis will change in such a manner that impairment in value may occur in the future.





REVENUE RECOGNITION





The Company recognizes revenue in accordance with the Securities and Exchange Commission, Staff Accounting Bulletin (SAB) No. 104, “Revenue Recognition” (“SAB No. 104”). SAB 104 clarifies application of generally accepted accounting principles related to revenue transactions. The Company also follows the guidance in FASB Accounting Standards Codification (ASC) Topic 605-25, Revenue Arrangements with Multiple Deliverables (formally "EITF Issue No. 00-08-1"), in arrangements with multiple deliverables.





The Company recognizes revenues when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery of products and services has occurred, (3) the fee is fixed or determinable and (4) collectability is reasonably assured.





In certain cases, the Company enters into agreements with customers that involve the delivery of more than one product or service.  Revenue for such arrangements is allocated to the separate units of accounting using the relative fair value method in accordance with ASC Topic No. 605-25. The delivered item(s) is considered a separate unit of accounting if all of the following criteria are met: (1) the delivered item(s) has value to the customer on a standalone basis, (2) there is objective and reliable evidence of the fair value of the undelivered item(s) and (3) if the arrangement includes a general right of return, delivery or performance of the undelivered item(s) is considered probable and substantially
in the control of the vendor. If all the conditions above are met and there is objective and reliable evidence of fair value for all units of accounting in an arrangement, the arrangement consideration is allocated to the separate units of accounting based on their relative fair values.





Explicit return rights are not offered to customers; however, the Company may accept returns in limited circumstances. There have been no returns through March 31, 2012.   Therefore, a sales return allowance has not been established since management believes returns will be insignificant.





PROPERTY AND EQUIPMENT





Property and equipment are stated at cost.  Depreciation is computed using the  straight-line method over the estimated  useful lives of the assets. Expenditures for major  betterments and additions are  capitalized,  while replacement, maintenance and repairs, which do not extend the lives of the respective assets,  are currently charged to expense.  Any gain or loss on  disposition of assets is recognized currently in the statement of income.











-7-








MODERN CITY ENTERTAINMENT, INC.


NOTES TO FINANCIAL STATEMENTS


March 31, 2012








FAIR VALUE OF FINANCIAL INSTRUMENTS





The Company's  financial  instruments  consist primarily of cash, accounts  payable and  accrued  expenses,  and debt.  The  carrying  amounts of such  financial  instruments  approximate their respective  estimated fair value


due to the short-term  maturities and approximate market interest rates of  these instruments.  The estimated fair value is not necessarily indicative of the amounts the Company would realize in a current  market  exchange or


from future earnings or cash flows.





EARNINGS (LOSS) PER SHARE





Earnings (loss) per share is computed in accordance with ASC Topic 260, "Earnings per Share". Basic earnings (loss) per share is computed by dividing net income (loss), after deducting preferred stock dividends accumulated during the period, by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. The outstanding warrants for the three months ended March 31, 2012 and 2011 are anti-dilutive and therefore are not included in earnings (loss) per share.





ACCOUNTING FOR STOCK-BASED COMPENSATION





The Company applies ASC Topic 718 “Share-Based Payments” (“ASC Topic 718”) to share-based compensation, which requires the measurement of the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award.  Compensation cost is recognized when the event occurs.  The Black-Scholes option-pricing model is used to estimate the fair value of options granted.


For the three months ended March 31, 2012 and 2011, the Company did not grant any stock options.





NON-EMPLOYEE STOCK BASED COMPENSATION





The cost of stock based compensation awards issued to non-employees for services are recorded, in accordance with ASC Topic 505- 50 “Equity-Based Payments to Non-Employees,” at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines.





COMMON STOCK PURCHASE WARRANTS





The Company accounts for common stock purchase warrants in accordance ASC Topic 815 “Derivatives and Hedging”. The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement, or (ii) gives the company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement).  The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the company), or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or
net-share settlement).














-8-








MODERN CITY ENTERTAINMENT, INC.


NOTES TO FINANCIAL STATEMENTS


March 31, 2012








INCOME TAXES





Deferred income taxes are provided based on the provisions of ASC Topic 740, "Accounting for Income Taxes", to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.  Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.





The Company adopted the provisions of ASC Topic 740; "Accounting For Uncertainty In Income Taxes-An Interpretation Of ASC Topic 740 ("Topic 740").  Topic 740 contains a two-step approach to recognizing and measuring uncertain tax positions.  The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement.  The Company considers many factors
when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At March 31, 2012 the Company did not record any liabilities for uncertain tax positions, operations, or cash flows.





NOTE 2 - RECENT  ISSUED ACCOUNTING PRONOUNCEMENTS





Adoption of New Accounting Standards





Accounting Standards Codification





In June 2009, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles(the “Codification”). This standard replaces SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles, and establishes only two levels of U.S. generally accepted accounting principles (“GAAP”), authoritative and nonauthoritative. The FASB ASC has become the source of authoritative, nongovernmental GAAP, except for rules and interpretive
releases of the SEC, which are sources of authoritative GAAP for SEC registrants. All other nongrandfathered, non-SEC accounting literature not included in the Codification will become nonauthoritative. This standard is effective for financial statements for interim or annual reporting periods ending after September 15, 2009. The adoption of the Codification changed the Company’s references to GAAP accounting standards but did not impact the Company’s results of operations, financial position or liquidity.





Participating Securities Granted in Share-Based Transactions





Effective January 1, 2009, the Company adopted a new accounting standard included in ASC 260, Earnings Per Share(formerly FASB Staff Position (“FSP”) Emerging Issues Task Force (“EITF”) 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities).The new guidance clarifies that non-vested share-based payment awards that entitle their holders to receive nonforfeitable dividends or dividend equivalents before vesting should be considered participating securities and included in basic earnings per share. The
Company’s adoption of the new accounting standard did not have a material effect on previously issued or current earnings per share.











-9-








MODERN CITY ENTERTAINMENT, INC.


NOTES TO FINANCIAL STATEMENTS


March 31, 2012





Business Combinations and Noncontrolling Interests





Effective January 1, 2009, the Company adopted a new accounting standard included in ASC 805, Business Combinations(formerly SFAS No. 141(R), Business Combinations).The new standard applies to all transactions or other events in which an entity obtains control of one or more businesses. Additionally, the new standard requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement date for all assets acquired and liabilities assumed; and requires
the acquirer to disclose additional information needed to evaluate and understand the nature and financial effect of the business combination. The Company’s adoption of the new accounting standard did not have a material effect on the Company’s consolidated financial statements.





Effective January 1, 2009, the Company adopted a new accounting standard included in ASC 810, Consolidations(formerly SFAS 160, Noncontrolling Interests in Consolidated Financial Statements). The new accounting standard establishes accounting and reporting standards for the noncontrolling interest (or minority interests) in a subsidiary and for the deconsolidation of a subsidiary by requiring all noncontrolling interests in subsidiaries be reported in the same way, as equity in the consolidated financial statements. As such, this guidance has eliminated the diversity in accounting for
transactions between an entity and noncontrolling interests by requiring they be treated as equity transactions. The Company’s adoption of this new accounting standard did not have a material effect on the Company’s consolidated financial statements.





In December 2010, the FASB issued a new standard addressing the disclosure of supplemental pro forma information for business combinations that occur during the current year.  The new standard requires public entities that present comparative financial statements to disclose the revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the prior annual reporting period.  The standard is effective for the Company as of January 1, 2011. The Company does not expect it will have a material impact on its financial position or results of operations.





Fair Value Measurement and Disclosure





Effective January 1, 2009, the Company adopted a new accounting standard included in ASC 820, Fair Value Measurements and Disclosures(“ASC 820”) (formerly FASB FSP No 157-2, Effective Date of FASB Statement No. 157),which delayed the effective date for disclosing all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value on a recurring basis (at least annually). This standard did not have a material impact on the Company’s consolidated financial statements.





In April 2009, the FASB issued new guidance for determining when a transaction is not orderly and for estimating fair value when there has been a significant decrease in the volume and level of activity for an asset or liability. The new guidance, which is now part of ASC 820 (formerly FSP 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly), requires disclosure of the inputs and valuation techniques used, as well as any changes in valuation techniques and inputs used during the period, to measure fair value in interim and annual
periods. In addition, the presentation of the fair value hierarchy is required to be presented by major security type as described in ASC 320, Investments — Debt and Equity Securities. The provisions of the new standard were effective for interim periods ending after June 15, 2009. The adoption of the new standard on April 1, 2009 did not have a material effect on the Company’s consolidated financial statements.





In April 2009, the Company adopted a new accounting standard included in ASC 820, (formerly FSP 107-1 and Accounting Principles Board (“APB”) 28-1, Interim Disclosures about Fair Value of Financial Instruments).The new standard requires disclosures of the fair value of financial instruments for interim reporting periods of publicly traded companies in addition to the annual disclosure required at year-end. The provisions of the new standard were effective for the interim periods ending after June 15, 2009. The Company’s adoption of this new accounting standard did not have a material effect on the
Company’s consolidated financial statements.





In August 2009, the FASB issued new guidance relating to the accounting for the fair value measurement of liabilities. The new guidance, which is now part of ASC 820, provides clarification that in certain circumstances in which a quoted price in an active market for the identical liability is not available, a company is required to measure fair value using one or more of the following valuation techniques: the quoted price of the identical liability when traded as an asset, the quoted prices for similar liabilities or similar liabilities when traded as assets, or another valuation technique that is consistent with the principles of fair value measurements. The new guidance clarifies that


a company is not required to include an adjustment for restrictions that prevent the transfer of the liability and if an adjustment is applied to the quoted price used in a valuation technique, the result is a Level 2 or 3 fair value measurement. The new guidance is effective for interim and annual periods beginning after August 27, 2009. The Company’s adoption of the new guidance did not have a material effect on the Company’s consolidated financial statements.


-10-
 
 
 MODERN CITY ENTERTAINMENT, INC.
 NOTES TO FINANCIAL STATEMENTS
 March 31, 2012
 In January 2010, the FASB issued guidance that requires reporting entities to make new disclosures about recurring or nonrecurring fair-value measurements, including significant transfers into and out of Level 1 and Level 2 fair value measurements and information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair value measurements. The Company adopted the new accounting guidance beginning January 1, 2010. This update had no impact on the Company’s financial position, cash flows or results of operations.





Derivative Instruments and Hedging Activities





Effective January 1, 2009, the Company adopted a new accounting standard included in ASC 815, Derivatives and Hedging(SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of SFAS No. 133). The new accounting standard requires enhanced disclosures about an entity’s derivative and hedging activities and is effective for fiscal years and interim periods beginning after November 15, 2008. Since the new accounting standard only required additional disclosure, the adoption did not impact the Company’s consolidated financial
statements.





Other-Than-Temporary Impairments





In April 2009, the FASB issued new guidance for the accounting for other-than-temporary impairments. Under the new guidance, which is part of ASC 320, Investments — Debt and Equity Securities(formerly FSP 115-2 and 124-2, Recognition and Presentation of Other-Than-Temporary Impairments),an other-than-temporary impairment is recognized when an entity has the intent to sell a debt security or when it is more likely than not that an entity will be required to sell the debt security before its anticipated recovery in value.The new
guidance does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities and is effective for interim and annual reporting periods ending after June 15, 2009. The Company’s adoption of the new guidance did not have a material effect on the Company’s consolidated financial statements.





Subsequent Events





In May 2009, the FASB issued new guidance for subsequent events. The new guidance, which is part of ASC 855, Subsequent Events(formerly SFAS No. 165, Subsequent Events)is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, this guidance sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the
financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The new guidance is effective for fiscal years and interim periods ended after June 15, 2009 and will be applied prospectively. The Company’s adoption of the new guidance did not have a material effect on the Company’s consolidated financial statements.




Accounting for the Transfers of Financial Assets





In June 2009, the FASB issued new guidance relating to the accounting for transfers of financial assets. The new guidance, which was issued as SFAS No. 166, Accounting for Transfers of Financial Assets, an amendment


to SFAS No.140, was adopted into Codification in December 2009 through the issuance of Accounting Standards Updated (“ASU”) 2009-16. The new standard eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. The new guidance is effective for fiscal years beginning after November 15, 2009. The Company adopted the new guidance in 2010 with no material impact on the Company’s consolidated financial statements.


-11-
 
 
 MODERN CITY ENTERTAINMENT, INC.
 NOTES TO FINANCIAL STATEMENTS
 March 31, 2012
 In June 2009, the Financial Accounting Standards Board (FASB) issued new accounting guidance on accounting for transfers of financial assets which removes the concept of a qualifying special-purpose entity (QSPE) and clarifies the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. The Company adopted the new accounting guidance beginning January 1, 2010. This new accounting guidance did not have a signficant impact on the Company’s financial position, cash flows or results of operations.





Accounting for Variable Interest Entities





In June 2009, the FASB issued revised guidance on the accounting for variable interest entities. The revised guidance, which was issued as SFAS No. 167, Amending FASB Interpretation No. 46(R),was adopted into Codification in December 2009 through the issuance of ASU 2009-17. The revised guidance amends FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities, in determining whether an enterprise has a controlling financial interest in a variable interest entity. This determination identifies the primary beneficiary of a variable interest entity as the
enterprise that has both the power to direct the activities of a variable interest entity that most significantly impacts the entity’s economic performance, and the obligation to absorb losses or the right to receive benefits of the entity that could potentially be significant to the variable interest entity. The revised guidance requires ongoing reassessments of whether an enterprise is the primary beneficiary and eliminates the quantitative approach previously required for determining the primary beneficiary. The Company does not expect that the provisions of the new guidance will have a material effect on its consolidated financial statements.





In June 2009, the FASB issued new accounting guidance which revises the approach to determining the primary beneficiary of a variable interest entity (VIE) to be more qualitative in nature and requires companies to more frequently reassess whether they must consolidate a VIE. The Company adopted the new accounting guidance beginning January 1, 2010. This new accounting guidance did not have a signficant impact on the Company’s financial position, cash flows or results of operations





Revenue Recognition





In October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue Arrangements. The new standard changes the requirements for establishing separate units of accounting in a multiple element arrangement and requires the allocation of arrangement consideration to each deliverable based on the relative selling price. The selling price for each deliverable is based on vendor-specific objective evidence (“VSOE”) if available, third-party evidence if VSOE is not available, or estimated selling price if neither VSOE or third-party evidence is available. ASU 2009-13 is effective for revenue arrangements entered into in fiscal years
beginning on or after June 15, 2010. The Company does not expect that the provisions of the new guidance will have a material effect on its consolidated financial statements.





In October 2009, the FASB issued Accounting Standards Update No. 2009-14, "Certain Revenue Arrangements That Include Software Elements"("ASU No. 2009-14"). ASU No. 2009-14 amends guidance included within ASC Topic 985-605 to exclude tangible products containing software components and non-software components that function together to deliver the product’s essential functionality.  Entities that sell joint hardware and software products that meet this scope exception will be required to follow the guidance of ASU No. 2009-13.  ASU No. 2009-14 is effective prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010.  Early adoption and retrospective application are also permitted.  The company is currently evaluating the impact of adopting the provisions of ASU No. 2009-14.




In October 2009, the FASB issued authoritative guidance about the accounting for revenue contracts containing multiple elements, allowing the use of companies’ estimated selling prices as the value for deliverable elements under certain circumstances and to eliminate the use of the residual method for allocation of deliverable elements. This guidance is effective for the Company beginning January 1, 2011. The Company does not expect that this standard will have a significant impact on its financial position or results of operations.





In July 2010, the FASB issued Accounting Standards Update No. 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses(“ASU 2010-20”). This ASU requires enhanced disclosures with disaggregated information regarding the credit quality of an entity’s financing receivables and its allowance for credit losses. The update also requires disclosure of credit quality indicators, past due information, and modifications of financing receivables. This ASU is effective for interim and annual reporting periods ending after December 15, 2010. The Company adopted this ASU beginning with its annual reporting period ended
December 31, 2010. This new accounting guidance did not have a significant impact on the Company’s financial position, cash flows or results of operations.





Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.





-12-
 
 
 MODERN CITY ENTERTAINMENT, INC.
 NOTES TO FINANCIAL STATEMENTS
 March 31, 2012


NOTE 3 -INCOME TAXES





As at March 31, 2012, the Company has accumulated non-capital losses totaling approximately $1,600,000, which are available to reduce taxable income in future taxation years.  These losses expire beginning in 2017.  The potential benefit of these losses, if any, has not been recorded in the financial statements. The losses are available to offset future income. The net operating  loss carryfowards will expire in various years  through 2028 subject to limitations of Section 382 of the Internal Revenue Code, as amended. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, because in the opinion of management based upon
the earning history of the Company, it is more likely than not that the benefits will not be realized.





The Company adopted ASC 740 which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between Consolidated Financial Statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant.





The  Tax  Reform  Act of  1986  imposed  substantial  restrictions  on the  utilization  of net  operating  losses and tax  credits in the event of an  "ownership  change",  as defined by the Internal Revenue Code. Federal and   state net operating losses are subject to limitations as a result of these  restrictions.  The Company experienced a substantial      change in ownership  exceeding 50%. As a result,  the Company's ability
to  utilize  its  net  operating   losses   against  future  income  has  been  significantly reduced.





The following table summarizes the significant components of the Company’s future tax assets:


2012


2011Future tax assetsNon-capital loss carry-forward

$
598,378


$
580,378Valuation allowance for deferred tax asset


(598,378
)


(580,378
)$
-


$
-





The amount taken into income as future tax assets must reflect that portion of the income tax loss carry-forwards that is more likely-than-not to be realized from future operations.  The Company has chosen to provide an allowance of 100% against all available income tax loss carry-forwards, regardless of their time of expiry.





In assessing the amount of deferred tax asset to be recognized, management  considers  whether it is more likely than not that some of the losses will be used in the future.  Management expects that they will not have benefit  in  the  future. Accordingly, a full valuation  allowance  has  been  established.








NOTE 4– FAIR VALUE OF FINANCIAL INSTRUMENTS





The Company’s financial instruments consist primarily of cash, cash equivalents, and marketable securities. account receivable, accounts payable, accrued expenses, and debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and/or approximate market interest rates of these instruments.  The estimated fair value is not necessarily indicative of the amounts the Company would realize in a current market exchange or from future earnings or cash flows.


-13-
 
 
 MODERN CITY ENTERTAINMENT, INC.
 NOTES TO FINANCIAL STATEMENTS
 March 31, 2012


The Company adopted Statement of ASC Topic 820  Fair Value Measurements (“ACS Topic 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.  The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements
based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.





The three-level hierarchy for fair value measurements is defined as follows:





·
Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets;





·
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable or the asset or liability other than quoted prices, either directly or indirectly including inputs in markets that are not considered to be active;





·
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement


Assets measured at fair value on a recurring basis are summarized below:


Fair value measurement at reporting date usingDescription

March 31,

2012

Quoted Prices in Active

Markets for Identical Assets

(Level 1)
Significant Other

Observable Inputs

(Level 2)
Significant

Unobservable Inputs

(Level 3)AssetsCash and  Cash Equivalents:Money market

$
232,695

$   232,695
—
—





No other than temporary impairments were recognized for the three months ended March 31, 2012.





Note 5      Property and Equipment





The Company’s property and equipment are as follows as of  March 31, 2012 and December 31, 2011:


2012AccumulatedCost


Depreciation


NetComputer equipment

$
1,690


$
1,690


$
-





2011AccumulatedCost


Depreciation


NetComputer equipment

$
1,690


$
1,690


$
-


Depreciation expense for the three months ended March 31, 2012 and 2011 was $0 and $0, respectively.





-14-
 
 
 MODERN CITY ENTERTAINMENT, INC.
 NOTES TO FINANCIAL STATEMENTS
 March 31, 2012
 
 Note 6                      Capital Stock





Reverse Split


Effective December 30, 2005, the Company reverse split its issued common stock on the basis of one new share for two old shares and the Articles of Incorporation of the Company was amended to reduce the authorized shares of common stock of the Company from 100,000,000 to 50,000,000. The number of shares referred to in these financial statements has been restated wherever applicable to give retroactive effect to the reverse stock split.





The retroactive restatement of the issued common shares is required by the Securities and Exchange Commission’s Staff Accounting Bulletin, Topic 4c.





Stock Option Plan and Stock-based Compensation


In June 2003, the Board of Directors approved a stock option plan for the Company which provides for allocation of options to purchase up to 375,000 common shares of the Company.  The Board of Directors also approved the issuance of options to a director to acquire up to 125,000 common shares of the Company at $0.50 per share.  The options have a term of ten years expiring in June 2013.





In March 2004, the Board of Directors approved the issuance of options to a director of the Company to acquire up to 125,000 shares of common stock at $0.50 per share.  The options vest over a period of two years evenly every 3 months from the date of issuance and once vested may be exercised at any time up to ten years expiring in March, 2014.  At March 31, 2006, these options were all exercisable.





In June 12, 2007, the Company approved the adoption of a 2007 employee and director stock option plan for the issuance of up to 2,100,000 options to acquire common stock of the Company at a price of $0.25 per share.  The Company further approved the issuance of 1,000,000 options out of the 2,100,000 to acquire stock, to certain officers, directors and consultants of the Company at the price of $0.25 per share.





The Company recorded compensation expense on the granting of stock options to employees.  The Company calculated the value of stock options issued by determining the fair value of the options using fair value option pricing models.





The Company granted no warrants or  stock options during the three months ended March 31, 2012 and 2011 and no options or warrants were exercised.





Note 7 Going Concern Issues





The accompanying Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America which contemplate continuation of the Company as a going concern.  However, the Company has period end losses from operations for the three months ended March 31, 2012 and 2011.  The Company has an accumulated net loss of $837,854.  Further, the Company has inadequate working capital to maintain or develop its operations, and is dependent upon funds from private investors and the support of certain stockholders.





These factors raise substantial doubt about the ability of the Company to continue as a going concern.  The Condensed Consolidated Financial Statements do not include any adjustments that might result from the outcome of these uncertainties.  In this regard, Management is planning to raise any necessary additional funds through loans and additional sales of its common stock. There is no assurance that the Company will be successful in raising additional capital.





The Company's ability to meet its obligations and continue as a going concern is dependent upon its ability to obtain additional financing, and the achievement of profitable operations.   The Company cannot reasonably be expected to earn revenue in the exploration stage of operations. Although the Company plans to pursue additional financing, there can be no assurance that the Company will be able to secure financing when needed or to obtain such financing on terms satisfactory to the Company, if at all.











-15-


Item 2.  Management’s Discussion and Analysis or Plan of Operation





The following is a discussion and analysis of the Company's financial position and results of operation and should be read in conjunction with the information set forth under Item 1 – Description of Business  and the consolidated financial statement and notes thereto appearing elsewhere in this report. Certain statements contained in this Annual Report on Form 10-K, including without limitation, statements containing the words "believes," "anticipates," "estimates," "expects," and words of similar import, constitute "forward looking statements." You should not place undue reliance on these forward looking statements. Our actual results could differ materially from those anticipated in these forward
looking statements for many reasons, including the risks faced by us described in the Annual Report and in other documents we file with the Securities and Exchange Commission.





GENERAL





The Company is in the process of building upon the developing business of its newly acquired subsidiary Modern City Entertainment LLC.  The Company is currently seeking equity financing in order to fund production of the Company’s initial screen play called Padre Pio, Signs of Heaven. To date, no operating revenues have been generated.  The Company's operations to date have consumed substantial amounts of cash.  The Company's negative cash flow from operations is expected to continue and to accelerate in the foreseeable future as the Company develops its initial production.





The Company was in the development stage through December 31, 2007, however during 2008 the Company commenced certain film production activities and paid certain expenditures related to costs associated with actual filming. Due to the commencement of these activities, the Company no longer considers itself in the development stage despite not earning revenues. Revenue for the film industry are generally not recognized until after certain distribution or licensing arrangements are executed, a process that may take a significant amount of time to complete even after a film project has been concluded and is ready for distribution.


-


On February 28, 2007, a shareholder of the Company entered into an agreement with the unit holders of MCE, whereby that shareholder tendered 19,071,546 of the common shares held in the Company to be held in trust for the unit holders of MCE in exchange for the transfer of 99% of the issued and outstanding units of MCE to the Company.  This transaction was accounted for as a reverse acquisition. The shares were issued December 12, 2007.





During the year ended December 31, 2007 and to date, the primary source of capital has been loans from existing shareholders, and equity sales. Upon the acquisition of Modern City Entertainment LLC, on February 28, 2007, the Company’s consolidated cash balance was increased to $757,906 comprised of the cash balance in the Company’s subsidiary Company. Since that time, the Company has made equity sales of $518,400 at $0.25 per share and an additional $256,200 sold at $1.00 per share. It is management’s intention to secure additional equity financings by way of further private placements of the Company’s common stock.





The Company's continued existence as a going concern is ultimately dependent upon its ability to secure funding on an ongoing basis.  The Company will be seeking investment capital for the development of its initial screenplay, and the marketing of that screenplay once complete. There can be no assurance that such additional funding will be available on acceptable terms, if at all.





THREE MONTHS ENDED MARCH 31, 2012 COMPARED TO MARCH 31, 2011





The Company incurred a loss from operations of $35,748 compared to a loss of $6,523 in the previous fiscal year.   Current year expenditures represent expenditures related to general and administrative costs and salary. The decrease in the current year loss compared with 2010 is primarily due to the decrease payroll and travel and entertainment expenses.





LIQUIDITY AND CAPITAL RESOURCES





At March 31, 2012 the Company had a working capital balance of $222,207.  This is the result of the acquisition of Modern City Entertainment LLC, and subsequent equity financings.





The primary source of capital has been equity sales in prior years.





-16-


Critical Accounting Policies





Accounting Policies and Estimates





The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Our management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a
result of different assumptions or conditions.





As such, in accordance with the use of accounting principles generally accepted in the United States of America, our actual realized results may differ from management’s initial estimates as reported.  A summary of significant accounting policies are detailed in notes to the financial statements which are an integral component of this filing.





Revenue Recognition





The Company recognizes revenue in accordance with the Securities and Exchange Commission, Staff Accounting Bulletin (SAB) No. 104, “Revenue Recognition” (“SAB No. 104”). SAB 104 clarifies application of generally accepted accounting principles related to revenue transactions. The Company also follows the guidance in FASB Accounting Standards Codification (ASC) Topic 605-25, Revenue Arrangements with Multiple Deliverables (formally "EITF Issue No. 00-08-1"), in arrangements with multiple deliverables.





The Company recognizes revenues when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery of products and services has occurred, (3) the fee is fixed or determinable and (4) collectability is reasonably assured.





The Company receives revenue for consulting services, video streaming services, equipment sales and leasing, installation, and maintenance agreements.  Sales and leasing agreement terms generally are for one year, and are renewable year to year thereafter.  Revenue for consulting services is recognized as the services are provided to customers.  For upfront payments and licensing fees related to contract research or technology, the Company determines if these payments and fees represent the culmination of a separate earnings process or if they should be deferred and recognized as revenue as earned over the life of the related agreement. Milestone payments are recognized as revenue
upon achievement of contract-specified events and when there are no remaining performance obligations. Revenues from monthly video streaming agreements, as well as equipment maintenance, are recorded when earned. Operating equipment lease revenues are recorded as they become due from customers.  Revenues from equipment sales and installation are recognized when equipment delivery and installation have occurred, and when collectability is reasonably assured.





In certain cases, the Company enters into agreements with customers that involve the delivery of more than one product or service.  Revenue for such arrangements is allocated to the separate units of accounting using the relative fair value method in accordance with ASC Topic No. 605-25. The delivered item(s) is considered a separate unit of accounting if all of the following criteria are met: (1) the delivered item(s) has value to the customer on a standalone basis, (2) there is objective and reliable evidence of the fair value of the undelivered item(s) and (3) if the arrangement includes a general right of return, delivery or performance of the undelivered item(s) is considered probable and
substantially in the control of the vendor. If all the conditions above are met and there is objective and reliable evidence of fair value for all units of accounting in an arrangement, the arrangement consideration is allocated to the separate units of accounting based on their relative fair values.





Explicit return rights are not offered to customers; however, the Company may accept returns in limited circumstances. There have been no returns through March 31, 2012.   Therefore, a sales return allowance has not been established since management believes returns will be insignificant.




-17-





Item 3.





Not applicable.





Item 4A.  Controls and Procedures.





An evaluation was conducted by the registrant’s president of the effectiveness of the design and operation of the registrant’s disclosure controls and procedures as of March 31, 2012. Based on that evaluation, the president concluded that the registrant’s controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that the registrant files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. If the registrant develops new business or engages or hires a
chief financial officer or similar financial expert, the registrant intends to review its disclosure controls and procedures.





Management is aware that there is a lack of segregation of duties due to the small number of employees dealing with general administrative and financial matters. However, at this time management has decided that considering the abilities of the employees now involved and the control procedures in place, the risk associated with such lack of segregation is low and the potential benefits of adding employees to clearly segregate duties do not justify the substantial expenses associated with such increases. Management may reevaluate this situation as circumstances dictate.





The was no change in the registrant's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a–15 or Rule 15d–15 under the Securities Exchange Act of 1934 that occurred during the registrant's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.





Item 4T. Controls and Procedures.





Reference is made to the response to Item 4 above.








-18-





PART II- OTHER INFORMATION





Item 1.                      Legal Proceedings.





None





Item 1A.                      Risk Factors.





There are no material changes to the Company’s risk factors as previously reflected in the form 10-K that was filed on April 15, 2010.





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





a.
N/Ab.
N/A





c.
N/A





Item 3.                      Defaults upon Senior Securities.





N/A





Item 4.                      Submission of Matters to Vote of Security Holders.





None





Item 5.                      Other Information.





None.














-19-





SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





Modern City Entertainment Inc.Date:  May 14, 2012
By:
/s/ William ErfurthWilliam ErfurthPresident and Director














-20-