MEDIENT STUDIOS, INC.

Balance Sheets

As of March 31, 2013 and December 31, 2012

(Unaudited)

The Accompanying Notes are an Integral Part of these Financial Statements.

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MEDIENT STUDIOS, INC.

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(Unaudited)

The Accompanying Notes are an Integral Part of these Financial Statements.

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MEDIENT STUDIOS, INC.

Statements of Cash Flows

For the Three Months Ended March 31, 2013 and 2012

(Unaudited)

The Accompanying Notes are an Integral Part of these Financial Statements.

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Notes to the Financial Statements
March 31, 2013
(Unaudited)

NOTE 1 - BUSINESS AND BASIS OF PRESENTATION

Business

Medient Studios, Inc. (“Medient”, "the Company", “We”, “Our”) was incorporated on September 10, 2007 in the state of Nevada. The Company operates on a calendar year-end.

Medient is a global film production and distribution company with a strong presence in the key markets of North America and India. Medient's management team has approximately 150 years of experience in the motion picture industry and is responsible for producing or financing in excess of 250 movies. To date, some 14 movies, two music acts and several hundred live performance shows have been produced under the Medient banner. The Company is in the process of significantly scaling up its operations, including its planned entry into the lucrative and rapidly growing electronic games sector.

On November 26, 2012, the Company purchased all the membership interests in Kumaran Holding, LLC (“KH”) an Oklahoma limited liability corporation that was founded for the acquisition and exploitation of theatrical quality motion pictures on a global basis. The founder of KH, Mr. Manu Kumaran, (who is also the majority shareholder of the Company), has personally produced over nineteen films in four languages. The Company’s first film rights acquisition, Storage 24, was filmed and produced in the United Kingdom. Storage 24 has been licensed globally, and was world premiered in London by Universal Pictures Visual Programming Limited. The Company's second major film rights acquisition, Yellow, was written and directed by Nick Cassavetes, the director of The Notebook and My Sister’s Keeper. Yellow was filmed in the United States, and the film world premiered in September 2012 at the Toronto International Film Festival. The Company is currently reviewing dates for the film’s domestic and international releases. The transactions closed on November 26, 2012.

On March 19, 2013, the Company entered into a Memorandum of Understanding with Effingham County Industrial Development Authority, Georgia, under which the Company may have the beneficial ownership of approximately 1500 acres real property together with an option to purchase the legal title to the property. The Company intends to build a film production studio complex on the property.

Basis of Presentation

The Company prepares its financial statements on the accrual basis of accounting.  All intercompany balances and transactions are eliminated.   Management believes that all adjustments necessary for a fair presentation of the results of the three months ended March 31, 2013 and 2012 respectively have been made.

The Company currently does not have any subsidiaries, but anticipates when they do, will consolidate its subsidiaries in accordance with ASC 810, “ Business Combinations”, and specifically ASC 810-10-15-8 which states, "The usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, or over 50% of the outstanding voting shares of another entity is a condition pointing toward consolidation."

Investments in subsidiaries, that the Company may acquire, where it has a controlling interest, will be reported using the equity method.  For those businesses that the Company acquires and does not have a controlling interest, they will be accounted through the Noncontrolling Interest method.

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Unaudited Interim Financial Statements

The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission. These financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring accruals) necessary to present fairly the balance sheet, statement of operations, statement of stockholders’ equity and statement of cash flows for the periods presented in accordance with accounting principles generally accepted in the United States. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to SEC rules and regulations. It is presumed that users of this interim financial information have read or have access to the audited financial statements and footnote disclosure for the preceding fiscal year contained in the Company’s Annual Report on Form 10-K. The results of operations for the three months ended March 31, 2013 are not necessarily indicative of the results of operations for the full year or any other interim period.  The information included in this Form 10-Q should be read in conjunction with Management's Discussion and Analysis and Financial Statements and notes thereto included in the Company’s December 31, 2012 Form 10-K.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Significant Accounting Policies

The Company’s management selects accounting principles generally accepted in the United States of America and adopts methods for their application.  The application of accounting principles requires the estimating, matching and timing of revenue and expense.  It is also necessary for management to determine, measure and allocate resources and obligations within the financial process according to those principles.  The accounting policies used conform to generally accepted accounting principles which have been consistently applied in the preparation of these financial statements.

The financial statements and notes are representations of the Company’s management that is responsible for their integrity and objectivity.  Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud.  The Company's system of internal accounting control is designed to assure, among other items, that  1) recorded  transactions  are valid;  2) valid  transactions  are recorded;  and  3) transactions  are  recorded in the proper  period in a timely  manner to produce financial  statements which present fairly the financial  condition,  results of operations  and cash  flows of the  Company  for the  respective  periods  being presented. 

Use of Estimates

The preparation of the 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less and money market instruments to be cash equivalents.

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Revenue Recognition

The Company recognizes revenue from the sale of products in accordance with ASC 605-15 “Revenue Recognition”, (formerly Staff Accounting Bulletin No. 104, "Revenue Recognition in Financial Statements" ("SAB 104").  Revenue will be recognized only when all of the following criteria have been met.

1. Persuasive evidence of an arrangement exists

2. Ownership and all risks of loss have been transferred to buyer, which is generally upon delivery

3. The price is fixed and determinable, and

4. Collectability is reasonably assured.

Earnings per Share

Earnings per share (basic) is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding for the period covered.  The Company has ten million preferred shares outstanding, convertible into ten million shares of common stock. Earnings per share is calculated for the number of common shares issued and outstanding for the period.

Comprehensive Income

ASC 220 establishes standards for reporting and display of comprehensive income and its components in a full set of general purpose financial statements.  For the quarters ended March 31, 2013 and 2012, the Company had no items of other comprehensive income.  Therefore, the net loss equals the comprehensive loss for the periods then ended.

Income Taxes

Provision for income taxes represents actual or estimated amounts payable on tax return filings each year. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the accompanying balance sheets, and for operating loss and tax credit carry forwards. The change in deferred tax assets and liabilities for the period measures the deferred tax provision or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustment to the tax provision or benefit in the period of enactment.

Fair Value of Financial Instruments

In accordance with the reporting requirements of ASC 820, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments  under this statement and includes this additional information in the notes to the financial statements  when the fair value is different  than the  carrying  value of those financial instruments.   At March 31, 2013, the Company did not have any financial instruments.

Recent Accounting Pronouncements

There were various accounting standards and interpretations issued during the three months ended March 31, 2013, none of which are expected to have a material impact on the Company's financial position, operations or cash flows.

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NOTE 3 - CREDIT LINE

The Company’s line of credit was repaid by the former majority shareholders of the Company in 2012. As of March 31, 2013, the Company has no current credit lines or outstanding liabilities on any credit facilities.

NOTE 4 - STOCKHOLDERS' EQUITY

The authorized capital stock of the Company is 500,000,000 shares with a $0.001 par value. At March 31, 2013, the Company had 33,856,551 shares of its common stock issued and outstanding. The Company has 50,000,000 preferred shares authorized.  At March 31, 2013, the Company had 10,000,000 preferred shares issued and outstanding.

During the three months ended March 31, 2013, the Company issued the following shares of its common stock:

On January 9, 2013, and February 6, 2013, the Company issued a total of 2,500,000 common shares to Prime Focus and assignees, in exchange for the conversion of $1,000,000 of liabilities.

On March 19, 2013 the Company issued a total of 2,898,551 of common shares to Circle West in exchange for the conversion of $2,000,000 of liabilities.

On April 11, 2013, the Company issued 2,625,000 shares that were remaining to be issued as per the Kumaran Holding, LLC acquisition agreement.

NOTE 5 - INCOME TAXES

The Company has adopted ASC 740-10 that requires the use of the liability method in the computation of income tax expense and the current and deferred income taxes payable (deferred tax liability) or benefit (deferred tax asset).   Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

NOTE 6 - SUBSEQUENT EVENTS

The Company has evaluated it activities subsequent to the three months ended March 31, 2013 and noted the following reportable events:

On April 11, 2013, the Company issued 2,625,000 shares that were remaining to be issued as per the Kumaran Holding, LLC acquisition agreement.

No other significant subsequent events were noted.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Company’s unaudited financial statements and notes thereto included herein. In connection with, and because We desire to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, We caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on Our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond Our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on Our behalf. We disclaim any obligation to update forward-looking statements.

Plan of Operations

Medient Studios, Inc. (“Medient”, "the Company", “We”, “Our”) was incorporated on September 10, 2007 in the state of Nevada. The Company's fiscal year end is December 31st.

The Company intends to build and operate a movie studio, entertainment facility and campus on the approximately 1,500 acre property currently owned by the Effingham County Industrial Development Authority in Georgia. We have executed a memorandum of understanding with it, in which we may have beneficial ownership of the property and an option to purchase legal title to the property.

Facilities will include the studios, housing, cinema and electronic games experiences with large areas providing both recreational and retailing services to the general public. Once complete the studio will be the largest movie production facility anywhere in the world outside of Asia.

The Master Plan has been submitted to Effingham County Industrial Development Authority for formal approvals and construction is expected to commence this summer. Medient management have relocated to Savannah, GA, to complete due diligence, for ongoing negotiations and for sourcing vendors for the project.

We intend to obtain debt and/or equity financing to meet Our ongoing operating expenses and to acquire completed theatrical release quality films as well as produce Our own films. There is and can be no assurance that these events can be successfully completed. In particular there is no assurance that any such film assets will be acquired or that any stockholder will realize any return on its shares after such a transaction. Any acquisitions completed by the Company can be expected to have a significant dilutive effect on the percentage of shares held by Our current stockholders.

  RESULTS OF OPERATIONS

For the Three Months Ended March 31, 2013 Compared to the Three Months Ended March 31, 2012

During the three months ended March 31, 2013, We recognized $1,950,000 revenue from Our operations. During the three months ended March 31, 2012, We recognized revenues of $120 from our operations.

During the three months ended March 31, 2013, We incurred operating expenses expenses of $118,569 including licensing fees of $2,638, professional fees of $10,000 and $950 of depreciation. We incurred $52,327 of interest. As a result, We had net profit of $715,835 for the three months ended March 31, 2013.

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Comparatively, for the three months ended March 31, 2012 We recognizes $120 of revenue. We incurred general and administrative expense of $2,574, including licensing fees of $1,500, professional fees of $1,032 and depreciation of $0.  No interest was incurred. As a result, We had net loss of $2,454 for the three months ended March 31, 2012. The increase in expenses of $115,995 was a result of an increase in general and administrative expenses of $104,939, licensing fees of $1,138 professional fees of $10,000 and depreciation of $950.

LIQUIDITY

At March 30, 2013, We had total current assets of $5,218,325.

Capital Resources

We have only common stock as our capital resource.

We have no material commitments for capital expenditures within the next year.

ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

ITEM 4. CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is defined in Rules 13a 15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are designed to ensure that information required to be disclosed in Our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC's rules and forms and that the information is gathered and communicated to Our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure.

As required by SEC Rule 15d-15(b), our Chief Executive Officer and Chief Financial Officer, Mr. Manu Kumaran, carried out an evaluation under the supervision and with the participation of our management, of the effectiveness of the design and operation of Our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 as of the quarter ended March 31, 2013. Based on the foregoing evaluation, Mr. Manu Kumaran has concluded that Our disclosure controls and procedures are effective in timely alerting them to material information required to be included in Our periodic SEC filings and to ensure that information required to be disclosed in our periodic SEC filings is accumulated and communicated to our management, including Our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

There was no change in the Company's internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2013, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

None

Item 1A.  Risk Factors  

Not applicable for smaller reporting companies

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

None

Item 3.   Defaults Upon Senior Securities.

None

Item 4.   Mine Safety Disclosures

Not Applicable

Item 5.   Other Information

None

Item 6.   Exhibits

Exhibit 31* - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32* - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS**   XBRL Instance Document

101.SCH**   XBRL Taxonomy Extension Schema Document

101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**.  XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**   XBRL Taxonomy Extension Label Linkbase Document

101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document

*  Filed herewith

**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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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.  

Dated: May 20, 2013

Medient Studios, Inc.

By: /s/Manu Kumaran

Manu Kumaran

Principal Executive Officer

Principal Financial Officer

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