As filed with the Securities and Exchange Commission on March 18, 2011

Registration No. 333-169970

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AMENDMENT NO. 5 TO FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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Movie Trailer Galaxy, Inc.

(Exact Name of Registrant in its Charter)

Nevada		32-0309203
(State or other Jurisdiction of Incorporation)	(Primary Standard Industrial Classification Code)	(IRS Employer Identification No.)

Movie Trailer Galaxy, Inc.

11022 Aqua Vista Street, Suite 10

Studio City, CA 91602

Tel.: (310) 746-6464

 (Address and Telephone Number of Registrant’s Principal

Executive Offices and Principal Place of Business)

CSC Services of Nevada

502 East John Street

Carson City, Nevada 89706

(866) 411-2002

 (Name, Address and Telephone Number of Agent for Service)

Copies of communications to:

Gregg E. Jaclin, Esq.

Anslow & Jaclin, LLP

195 Route 9 South, Suite204

Manalapan, NJ 07726

Tel. No.: (732) 409-1212

 Fax No.: (732) 577-1188

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. 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.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

CALCULATION OF REGISTRATION FEE

Title of Each Class Of Securities to be Registered	Amount to be Registered		Proposed Maximum Aggregate Offering Price per share		Proposed Maximum Aggregate Offering Price		Amount of Registration fee
Common Stock, $0.0001 par value per share		280,985	$	0.05	$	14,049.25	$	1.63

(1) This Registration Statement covers the resale by our selling shareholders of up to 280,985 shares of common stock previously issued to such selling shareholders.

(2) The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price of the shares that were sold to our shareholders in a private placement memorandum. The price of $0.05 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTCBB at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.

PRELIMINARY PROSPECTUS

Subject to completion, dated March 18, 2011

Movie Trailer Galaxy, Inc.

280,985 SHARES OF COMMON STOCK

The selling security holders named in this prospectus are offering all of the shares of common stock offered through this prospectus.  We will not receive any proceeds from the sale of the common stock covered by this prospectus.

Our common stock is presently not traded on any market or securities exchange. The selling security holders have not engaged any underwriter in connection with the sale of their shares of common stock.  Common stock being registered in this registration statement may be sold by selling security holders at a fixed price of $0.05 per share until our common stock is quoted on the OTC Bulletin Board (“OTCBB”) and thereafter at a prevailing market prices or privately negotiated prices or in transactions that are not in the public market. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”), which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares of the selling security holders.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 7 to read about factors you should consider before buying shares of our common stock.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission (“SEC”) is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

The Date of This Prospectus is: March 18, 2011

TABLE OF CONTENTS

	PAGE
Prospectus Summary	1
Summary Financials	2
Risk Factors	3
Special Note Regarding Forward-Looking Statements	6
Use of Proceeds	6
Determination of Offering Price	6
Dilution	6
Selling Shareholders	6
Plan of Distribution	8
Description of Securities to be Registered	9
Interests of Named Experts and Counsel	9
Description of Business	10
Description of Property	12
Legal Proceedings	12
Market for Common Equity and Related Stockholder Matters	13
Index to Financial Statements	F-
Management Discussion and Analysis of Financial Condition and Financial Results	14
Plan of Operations	14
Executive Compensation	17
Security Ownership of Certain Beneficial Owners and Management	18
Transactions with Related Persons, Promoters and Certain Control Persons	18

ITEM 3.  Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges.

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus.  This summary does not contain all the information that you should consider before investing in the common stock.  You should carefully read the entire prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an investment decision. In this Prospectus, the terms “Company,” “we,” “us” and “our” refer to Movie Trailer Galaxy, Inc.

Overview

We were incorporated in the State of Nevada on April 27, 2010 as Movie Trailer Galaxy, Inc. and are based in Studio City, California. We are a development stage company and have not commenced operations. We are proceeding with our business plan by providing moviegoers with a comprehensive portal to preview the latest movie information. We have begun taking certain steps in furtherance of our business plan by constructing and updating our website.

Our website, www.movietrailergalaxy.com, serves as a movie blog which displays the latest movies, trailers and box office information.  The website will be fully automated, gathering information from official movie website sources such as the Internet Movie Database (“IMDB”), Yahoo Movies and Youtube. We have received a going concern opinion from our auditor. We anticipate that we will be able to generate revenue through website advertisements via the use of Google Adsense, as well as through Amazon banner advertisements, which will provide for payments on a per click basis.

We do not consider our self a blank check company and we do not have any plan, arrangement, or understanding to engage in a merger or acquisition with any other entity. We do not consider ourselves a blank check company, as we have a specific business plan and have moved forward with our business operations. Specifically we, while in the development stage, are proceeding with our business plan by constructing and implementing an automated website. We have taken certain steps in furtherance of this business plan including establishing the website and programming. In the first quarter of 2011, we anticipate beginning marketing activities for our automated website, in an attempt to rouse support for our website. Thereafter, we anticipate launching our fully automated website in March 2011. Beginning in June 2011, we plan to integrate our Amazon and Google accounts and ads. Finally, from August until the end of 2011 we hope to generate revenues.

Where You Can Find Us

Our principal executive office is located at 11022 Aqua Vista Street, Suite 10, Studio City, CA 91602 and our telephone number is (310) 746-6464.

Terms of the Offering

The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. The selling stockholders are selling shares of common stock covered by this prospectus for their own account.

We will not receive any of the proceeds from the resale of these shares. The offering price of $0.05 was determined by the price shares were sold to our shareholders in a private placement memorandum and is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board, at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.

1

Summary of Consolidated Financial Information

The following summary financial data should be read in conjunction with “Management’s Discussion and Analysis,” “Plan of Operation” and the Financial Statements and Notes thereto, included elsewhere in this prospectus. The statement of operations and balance sheet data from April 27, 2010 (inception) through November 30, 2010 are derived from our unaudited financial statements. The data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our financial statements and the related notes included in this prospectus.

	For the Period from Inception through November 30, 2010
STATEMENT OF OPERATIONS
Revenues		-
Professional Fees	$	11,025.00
General and Administrative Expenses	$	1,770.00
Total Operating Expenses	$	12,795.00
Net Loss	$	12,795.00

	As of November 30, 2010
BALANCE SHEET DATA
Cash	$	32,420.00
Total Assets	$	32,420.00
Total Liabilities		2,775.00
Stockholders’ Equity	$	29,645.00

2

RISK FACTORS

The shares of our common stock being offered for resale by the selling security holders are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose the entire amount invested in the common stock. Before purchasing any of the shares of common stock, you should carefully consider the following factors relating to our business and prospects. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of your investment.  You should carefully consider the risks described below and the other information in this process before investing in our common stock.

Risks Related to Our Business

OUR AUDITOR HAS EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN.

Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. We are a development stage company that has generated little to no revenue. Specifically the Company, while in the development stage, is proceeding with its business plan by constructing, updating and modifying its portal website for the movie community. If we cannot obtain sufficient funding, we may have to delay or cease the implementation of our business strategy.

WE HAVE LIMITED OPERATING HISTORY AND FACE MANY OF THE RISKS AND DIFFICULTIES FREQUENTLY ENCOUNTERED BY DEVELOPMENT STAGE COMPANY.

We are a development stage company, and to date, our development efforts have been focused primarily on the development and marketing of our business model. We have limited operating history for investors to evaluate the potential of our business development. We have not built our customer base and our brand name. In addition, we also face many of the risks and difficulties inherent in gaining market share as a new company:

·        Develop an effective business plan;

·        Meet customer standards;

·        Attain customer loyalty;

·        Develop and upgrade our service

Our future will depend on our ability to bring our service to the market place, which requires careful planning of providing a portal that meets industry standards without incurring unnecessary cost and expense.

WE NEED ADDITIONAL CAPITAL TO DEVELOP OUR BUSINESS.  IF WE FAIL TO OBTAIN ADDITIONAL CAPITAL WE MAY NOT BE ABLE TO IMPLEMENT OUR BUSINESS PLAN.

The development of our services will require the commitment of substantial resources to implement our business plan. Currently, we have no established bank-financing arrangements. Therefore, it is likely that we will need to seek additional financing through subsequent future private offering of our equity securities, or through strategic partnerships and other arrangements with corporate partners. Currently we plan for additional $36,000 financing for the next 12 months. Our expenses are at a minimum and therefore most of the capitals raised will be invested in marketing.

We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us. The sale of additional equity securities will result in dilution to our stockholders. The occurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financing covenants that would restrict our operations. If adequate additional financing is not available on acceptable terms, we may not be able to implement our business development plan or continue our business operations.

3

OUR PRINCIPAL STOCKHOLDER HAS SIGNIFICANT VOTING POWER AND MAY TAKE ACTIONS THAT MAY NOT BE IN THE BEST INTEREST OF ALL OTHER STOCKHOLDERS

Our sole officer and director controls approximately 63.99% of our current outstanding shares of voting common stock. She may be able to exert significant control over our management and affairs requiring stockholder approval, including approval of significant corporate transactions. This concentration of ownership may expedite approvals of company decisions, or have the effect of delaying or preventing a change in control or be in the best interests of all our stockholders.

WE MAY ENCOUNTER SUBSTANTIAL COMPETITION IN OUR BUSINESS AND OUR FAILURE TO COMPETE EFFECTIVELY MAY ADVERSELY AFFECT OUR ABILITY TO GENERATE REVENUE.

We believe that existing and new competitors will continue to improve their services and to introduce new services with competitive price and performance characteristics. We expect that we will be required to continue to invest in upgrading our website to compete effectively in our markets. Our competitors could develop a more efficient product or undertake more aggressive and costly marketing campaigns than ours, which may adversely affect our marketing strategies and could have a material adverse effect on our business, results of operations and financial condition. Furthermore, our more established competitors, who provide similar services, currently compete for the same pool of customers as well as compete for prospective advertisers. These competitors may make it difficult to attract customers as well as obtain revenue streams from advertising businesses.

WE MAY INCUR SIGNIFICANT COSTS TO BE A PUBLIC COMPANY TO ENSURE COMPLIANCE WITH U.S. CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS AND WE MAY NOT BE ABLE TO ABSORB SUCH COSTS.

We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition, we may not be able to absorb these costs of being a public company which will negatively affect our business operations.

THE LACK OF PUBLIC COMPANY EXPERIENCE OF OUR MANAGEMENT TEAM COULD ADVERSELY IMPACT OUR ABILITY TO COMPLY WITH THE REPORTING REQUIREMENTS OF U.S. SECURITIES LAWS.

OurChief Executive Officer (“CEO”) lacks public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Our CEO has never been responsible for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including establishing and maintaining internal controls over financial reporting.  Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934 which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company. 

OUR FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED SERVICE OF STEPHANIE WYSS. WITHOUT HER CONTINUED SERVICE, WE MAY BE FORCED TO INTERRUPT OR EVENTUALLY CEASE OUR OPERATIONS

We are presently dependent to a great extent upon the experience, abilities and continued services of Stephanie Wyss, our President and Chief Executive Officer. We currently have an employment agreement with Ms. Wyss which expires on August 31, 2013. The loss of her services could have a material adverse effect on our business, financial condition or results of operation.

Risk Related To Our Capital Stock

WE MAY NEVER PAY ANY DIVIDENDS TO SHAREHOLDERS.

We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.

4

OUR ARTICLESOF INCORPORATION PROVIDE FOR INDEMNIFICATION OF OFFICERS AND DIRECTORS AT OUR EXPENSE AND LIMIT THEIR LIABILITY WHICH MAY RESULT IN A MAJOR COST TO US AND HURT THE INTERESTS OF OUR SHAREHOLDERS BECAUSE CORPORATE RESOURCES MAY BE EXPENDED FOR THE BENEFIT OF OFFICERS AND/OR DIRECTORS.  

Our articles of incorporation and applicable Nevada law provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s written promise to repay us if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us which we will be unable to recoup.

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, eitherof which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.    

THE OFFERING PRICE OF THE COMMON STOCK WAS DETERMINED BASED ON THE PRICE OF OUR PRIVATE OFFERING, AND THEREFORE SHOULD NOT BE USED AS AN INDICATOR OF THE FUTURE MARKET PRICE OF THE SECURITIES. THEREFORE, THE OFFERING PRICE BEARS NO RELATIONSHIP TO OUR ACTUAL VALUE, AND MAY MAKE OUR SHARES DIFFICULT TO SELL.

Since our shares are not listed or quoted on any exchange or quotation system, the offering price of $0.05 per share for the shares of common stock was determined based on the price of our private offering. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. The offering price bears no relationship to the book value, assets or earnings of our company or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities.

YOU WILL EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST BECAUSE OF THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK AND OUR PREFERRED STOCK.

In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We are currently authorized to issue an aggregate of 510,000,000 shares of capital stock consisting of 500,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share.

We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock or other securities may create downward pressure on the trading price of our common stock. There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes or for other business purposes, including at a price (or exercise prices) below the price at which shares of our common stock are currently quoted on the OTCBB.

OUR COMMON STOCK IS CONSIDERED A PENNY STOCK, WHICH MAY BE SUBJECT TO RESTRICTIONS ON MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.

If our common stock becomes quoted in the secondary market, we will be subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities.

5

Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

THERE IS NO ASSURANCE OF A PUBLIC MARKET OR THAT OUR COMMON STOCK WILL EVER TRADE ON A RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT IN OUR STOCK.

There is no established public trading market for our common stock. Our shares have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.

SOME OF THE SELLING SHAREHOLDERS IN THIS OFFERING ARE FREQUENT SELLING SHAREHOLDERS IN OTHER INITIAL PUBLIC OFFERINGS FOR COMPANIES THAT HAVE NOT COMMENCED OPERATIONS OR BEGUN TO REALIZE REVENUES FROM THEIR OPERATIONS.

Some of the shareholders selling their shares in this offering have previously sold their shares in other initial public offerings, where those companies had not commenced operations,are in the same stage of their business plan since inception, and have not begun to realize revenues from their operations. Such companies include Ciglarette, Inc., Resume in Minutes, Inc. and Rapid Holdings, Inc. These facts suggest that our business may be commensurate in scope with the uncertainty ordinarily associated with a blank check company.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this report, including in the documents incorporated by reference into this report, includes some statement that are not purely historical and that are “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our and their management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, results of operations, and the expected impact of the Share Exchange on the parties’ individual and combined financial performance. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this report are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the following forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions.

Item 4.  Use of Proceeds

We will not receive any proceeds from the sale of common stock by the selling security holders. All of the net proceeds from the sale of our common stock will go to the selling security holders as described below in the sections entitled “Selling Security Holders” and “Plan of Distribution”.  We have agreed to bear the expenses relating to the registration of the common stock for the selling security holders.

Item 5.  Determination of Offering Price

Since our common stock is not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was determined by the price of the common stock that was sold to our security holders pursuant to an exemption under Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated under the Securities Act of 1933.

The offering price of the shares of our common stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market.

Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the OTCBB concurrently with the filing of this prospectus. In order to be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

In addition, there is no assurance that our common stock will trade at market prices in excess of the initial offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.

Item 6.  Dilution

The common stock to be sold by the selling shareholders are provided in the “Selling Security Holders” section is common stock that is currently issued. Accordingly, there will be no dilution to our existing shareholders.

Item 7.  Selling Security Holders

The common shares being offered for resale by the selling security holders consist of the 280,985 shares of our common stock held by 40 shareholders. Such shareholders include the holders of the 280,985 shares sold in our private offering pursuant to Regulation D Rule 506 completed in September 2010 at an offering price of $0.05.

6

The following table sets forth the name of the selling security holders, the number of shares of common stock beneficially owned by each of the selling stockholders as of March 18, 2011 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.

Name	Shares Beneficially Owned Prior To Offering	Shares to be Offered	Amount Beneficially Owned After Offering	Percent Beneficially Owned After Offering *
James M. Miranda	22,000	7,326	14,674	.63%
Mathew Fiddler	19,000	6,327	12,673	.54%
Schuyer Royal	17,000	5,661	11,339	.48%
Kevin Gutierrez	16,000	5,328	10,672	.46%
Sergio Rivas	20,000	6,660	13,340	.57%
Trevor Waring	22,000	7,326	14,674	.63%
Ruben Dominguez	24,000	7,992	16,008	.68%
Kevin Lagunas	19,000	6,327	12,673	.54%
Jigar Thakarar	16,000	5,328	10,672	.46%
Derek Crandall	18,000	5,994	12,006	.51%
Justin Kornmann	20,000	6,660	13,340	.57%
Chris Gugino	18,000	5,994	12,006	.51%
Cristobal Curiel	17,000	5,661	11,339	.48%
Francisco Soria	18,000	5,994	12,006	.51%
David Soria	19,600	6,527	13,073	.56%
Flor Hernandez	25,000	8,325	16,675	.71%
Wesley Johnson	26,000	8,658	17,342	.74%
Efren Barron	14,000	4,662	9,338	.40%
Joon Ho Han	18,600	6,194	12,406	.53%
Luke Kurzon	26,000	8,658	17,342	.74%
Kathleen Quinn	25,400	8,458	16,942	.72%
Brenan Day	20,000	6,660	13,340	.57%
Brian Nabbie	24,000	7,992	16,008	.68%
Mark Farraj	24,000	7,992	16,008	.68%
Chelsea Saccio	32,000	10,656	21,344	.91%
Yuhsiang Tsai	20,000	6,660	13,340	.57%
Jaime Farraj	28,000	9,324	18,676	.80%
Joey Munoz	12,400	4,129	8,271	.35%
Nahla Farraj	20,000	6,660	13,340	.57%
Angelina Mendez	28,600	9,524	19,076	.81%
Rodolfo Cruz	20,000	6,660	13,340	.57%
Isabel Ochoa	17,000	5,661	11,339	.48%
Ernesto Riegos	28,000	9,324	18,676	.80%
Ziapone Luckette	18,000	5,994	12,006	.51%
Mark Gallandt	20,800	6,926	13,874	.59%
Sandra T. Richlin	24,000	7,992	16,008	.68%
Celina Moore	26,000	8,658	17,342	.74%
Jose Tamayo	20,000	6,660	13,340	.57%
Alicia Rey	19,000	6,327	12,673	.54%
Milton Ipina	21,400	7,126	14,274	.61%

* - Based on 2,343,800 shares outstanding at March 18, 2011.

There are no agreements between the company and any selling shareholder pursuant to which the shares subject to this registration statement were issued.

To our knowledge, none of the selling shareholders or their beneficial owners:

- has had a material relationship with us other than as a shareholder at any time within the past three years; or

- has ever been one of our officers or directors or an officer or director of our predecessors or affiliates 

-   are broker-dealers or affiliated with broker-dealers. 

7

Item 8.  Plan of Distribution

The selling security holders may sell some or all of their shares at a fixed price of $0.05 per share until our shares are quoted on the OTCBB and thereafter at prevailing market prices or privately negotiated prices. Prior to being quoted on the OTC Bulletin Board, shareholders may sell their shares in private transactions to other individuals. Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the OTCBB concurrently with the filing of this prospectus. In order to be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. However, sales by selling security holder must be made at the fixed price of $0.05 until a market develops for the stock.

Once a market has developed for our common stock, the shares may be sold or distributed from time to time by the selling stockholders, who may be deemed to be underwriters, directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:

· ordinary brokers transactions, which may include long or short sales;

· transactions involving cross or block trades on any securities or market where our common stock is trading, market where our common stock is trading;

· through direct sales to purchasers or sales effected through agents;

· through transactions in options, swaps or other derivatives (whether exchange listed or otherwise); or

· any combination of the foregoing;

In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus. To our best knowledge, none of the selling security holders are broker-dealers or affiliates of broker dealers.

We will advise the selling security holders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling security holders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling security holders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling security holders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares. We will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $20,000.00

Notwithstanding anything set forth herein, no FINRA member will charge commissions that exceed 8% of the total proceeds of the offering.

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Item 9.  Description of Securities to be Registered

General

We are authorized to issue an aggregate number of 510,000,000 shares of capital stock, of which 500,000,000 shares are common stock, $0.0001 par value per share, and there are 10,000,000 preferred shares, $0.0001 par value per share authorized.

Common Stock

We are authorized to issue 500,000,000 shares of common stock, $0.0001 par value per share. Currently we have 2,343,800 shares ofcommon stock issued and outstanding. 

Each share of common stock shall have one (1) vote per share for all purpose. Our common stock does not provide a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are not entitled to cumulative voting for election of Board of Directors.

Preferred Stock

We are authorized to issue 10,000,000 shares of preferred stock, $0.0001 par value per share.  Currently we have no shares of preferred stock issued and outstanding.

Dividends

We have not paid any cash dividends to our shareholders.  The declaration of any future cash dividends is at the discretion of our board of directors and depends  upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions.  It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Warrants

There are no outstanding warrants to purchase our securities.

Options

There are no outstanding options to purchase our securities.

Transfer Agent and Registrar

Currently we do not have a stock transfer agent.

Item 10. Interests of Named Experts and Counsel

The validity of the common stock offered by this prospectus will be passed upon for us by Anslow & Jaclin, LLP, Manalapan, New Jersey.No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

The financial statements included in this prospectus and the registration statement have been audited by Li & Company, PC to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

Anslow & Jaclin, LLP, 195 Route 9 South, Suite 204, Manalapan, New Jersey 07726, telephone (732) 409-1212 has acted as our legal counsel.

9

Item 11.  Information about the Registrant

DESCRIPTION OF BUSINESS

Overview

We were incorporated in the State of Nevada on April 27, 2010 as Movie Trailer Galaxy, Inc. and are based in Studio City, California. We are proceeding with our business plan by providing moviegoers with a comprehensive portal to preview the latest movie information. We have begun taking certain steps in furtherance of our business plan by constructing and updating our website. Specifically we, while in the development stage, are proceeding with our business plan by constructing and implementing an automated website. We have taken certain steps in furtherance of this business plan including establishing the website and programming. In the first quarter of 2011, we anticipate beginning marketing activities for our automated website, in an attempt to rouse support for our website. Thereafter, we anticipate launching our fully automated website in March 2011. Beginning in June 2011, we plan to integrate our Amazon and Google accounts and ads. Finally, from August until the end of 2011 we hope to generate revenues.

Our website, www.movietrailergalaxy.com, serves as a movie blog which displays the latest movies, trailers and box office information.  The website is not yet fully automated. When the website is fully automated, it will  gather information from official movie website sources such as the Internet Movie Database (“IMDB”), Yahoo Movies and Youtube.

Business Strategy and Objectives

Our blog is powered by a growing web portal resource for movie information communications enthusiasts based on the development of new movies to online technology. We plan to provide up-to-date information for movie lovers and access to related products through our website, MovieTrailerGalaxy.com. Our mission is to become the movie lover’s online hub in the global market. We intend to spread our reach throughout the global world as we empower the movie enthusiast’s culture. At Movie Trailer Galaxy, Inc., we intend to strive to give the Movie Enthusiast’s community a way to support each other and benefit from one another.

We have objectives in order to fulfill our desire to participate and achieve an ever-growing market share of the exciting industry that it is entering. These key objectives include:

1.	Establishing ourselves throughout the Global world as the movie lover’s online hub of choice, and penetrate the market in the business of providing education, information, and networking ability from the Web Portal.
2.	Utilize creative, first-class public relations, advertising, and marketing to raise public awareness of the site.

3.   Develop management capabilities to ensure a strong foundation for participation in a rapidly growing company.

Our Operating Strategy

Our website is being programmed to display the latest movies, trailers and box office information. The website will be fully automated and will not require user interaction for maintenance. We will achieve the automated update process by implementing custom made scripts that will gather information from official movie sources like IMDB, Yahoo Movies and YouTube. The update script will run every day and should not affect the site’s availability during the process, as we expect it to takes about 10-20 seconds to complete.

Information such as posters, trailer links and movie information, will be stored in the internal database. The links for the movie trailers will be stored in the database and the actual trailers will stream directly from the source in the form of links. This process is similar to what bloggers do to get their content. Bloggers find information on the internet from various sources, and if it contains video, they can simply embed it in their blogs or link directly to it.

Our website links to the actual movie trailers hosted at IMDB, Yahoo or YouTube using a “light box” or “iframe” that elegantly displays the trailers without the user having to leave our site. Linking the trailers saves money on hosting expenses, as video streaming requires costly high-capacity servers. Our website can be hosted in a shared hosting environment, which typically costs approximately $10-$25 per month. The website includes a 600+ movie database, the automation script, the domain name, an on-line function which allows the user to add, edit, and delete individual movies and the information.

There is no guarantee that anyone will visit the site.  Our initial focus is to provide movie trailers of the latest movies, and then branch into foreign movies as well. We feel there is a market for previewing all movie trailers on one site.

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We believe the world of video communications enthusiasts comprises a lot of people, from amateurs, to expert professionals. We believe that a website which provides such resources is likely to become a popular online destination point for consumers in the global market.

Competition

The industry we intend to compete in is the Movie Trailer industry. We have competition from various other websites that offer similar services such as themovieblog.com, moviesblog.mtv.com, and ugo.com/movies. We intend to compete with other movie trailer websites by implementing our marketing plan.

Marketing Plan and Overview

 MovieTrailerGalaxy.com has a comprehensive marketing plan which includes online and industry magazine advertising, search engine articles, radio spots, podcasts, and press pieces. In addition, we will advertise to our customers throughvideo email and video cell phone transmissions. We expect that our current customers will recommend and refer us to other target users. We have chosen this strategy because we believe it represents the most efficient correlation of costs, communication to our target market, and brand recognition.

We intend to promote our business operations through a comprehensive marketing plan including search engine optimization (“SEO”), online advertising, viral marketing, social networking, blogs, various industry magazines, search engine articles, radio spots, podcasts, press pieces, and pieces in interest-specific magazines. In addition, we plan to emphasize spreading important messages through video email and video cell phone transmissions to users.

We have chosen this strategy because it represents the most efficient correlation of costs, communication to our target market, and brand recognition. We intend to continue to monitor how this translates to sales and will be open to experimenting with alternative opportunities for increasing sales. We also place a great emphasis on our ability to generate good word-of-mouth business among our target users.

We believe ourprimary role in the marketplace is being a provider of a preferred Movie Lovers Online Destination. We want our target users to think about us whenever they think about new movie releases or finding great deals in the industry. We want them to choose to visit with us because it will facilitate their deal-making and love of movies in exciting ways.   

Our management believes very strongly in finding the most cost-effective ways to market and promote the Company. We will base our promotion strategy on a combination of online marketing strategies. We will utilize internet presence in conjunction with search engine methodology, and good word-of-mouth advertising. We will emphasize video email and cell phone transmissions of important messages to users. The company also places great emphasis on the training of key personnel and employees such that they represent a continual promotion opportunity for the company. We expect our single greatest promotional tool will be the good will and positive word-of-mouth advertising we generate among our individual users and our businesses. Our promotion strategy is based in serving our target users. Search Engine Optimization

Our website is already optimized for search engines (SEO). This helps search engines like Google, Yahoo, and Bing to properly index our site. We anticipate that after we start marketing our site we will see noticeable increases and decreases in our website traffic daily. We believe this is typical in the marketing phase. Once our site is fully automated, we will concentrate on the marketing of the website.

Our Pricing Strategy

Weseek a balance between quality of offering, price, and the value that may be derived from the competition. We believe we offer the best balance of these aspects in the minds of our target users. Our pricing strategy is linked to our value proposition and our sales, and marketing strategies highlight this connection in ways that are easy for target users to understand. Ultimately, our goal is for our target users equate MovieTrailerGalaxy.com with great value.

Promotion Strategy

Our managementbelieves strongly in finding the most cost-effective ways to market and promote the offerings. We will base our promotion strategy on a combination of online marketing strategies. We will utilize internet presence in conjunction with search engine methodology, and word-of-mouth advertising. We will emphasize video email and cell phone transmissions of important messages to users.

Our single greatest promotional tool will be the goodwill and positive word-of-mouth advertising we generate among our individual users and our businesses. Our promotion strategy is based in serving our target users. We believe that if we make sure that our target users are fulfilled and satisfied with their purchase, then every marketing or sales program we utilize will resonate with our ethic of service.

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Sales Strategy

Wehave one channel of sales: online. We intend to grow our sales force to meet our sales and revenue goals. Our web portal will be our critical sales channel for our Company. We plan to view our sales strategy as being partially fulfilled through the implementation of our marketing plan, which includes print ads, and internet advertising. We will consider i.) our key personnel, and ii.) our existing clientele, to be the most important assets of our sales strategy.

Revenue

In order to generate revenue, we have established accounts with Google Adsense and an Amazon Store. Google Adsense ads pay on a per click basis. We plan to link our Google Adsense and Amazon Store accounts to our website beginning in June 2011 in order to generate revenues from these ads, however we have not done so yet. When the Google Adsense and Amazon Store accounts are linked to our website, every time a user enters our website, Google will display relevant ads to the user and if the user clicks the ad, we will get paid a percentage of what Google charges to the advertiser. The movie entertainment niche has high-paying keywords on the Google Adsense network. We expect to see individual clicks paying more than one dollar in this niche. Top advertisers include movie rental services and TV providers such as Netflix, Blockbuster, DirecTV, Dish Network, individual Movie studios and many more. All the ads displayed by Google are fetched automatically and displayed in our website. All we need is a Google Adsense account. The Amazon store runs on autopilot also, and pays us a flat commission on every item purchased by our visitors.

We also plan to display Amazon banners throughout the whole website. We intend to have an Amazon affiliate account. Furthermore, our ad system is scalable such that we can virtually integrate any kind of ad, lead, or CAP network into the site. We can also sell banner ads privately or adapt any other type of monetization method. The website is already optimized for search engines (SEO). This helps search engines like Google, Yahoo, Bing, etc. to properly index our site as we start creating back links and submitting our site to various directories. After we start marketing our site and creating back links, we will start seeing traffic spikes go up and down every day. This is very normal in the marketing phase and every site will experience the so called “Google dance” after it starts to take off. The site will get traffic even if it is not marketed at all, as new movies and more content get added weekly; this is one of the many advantages of the Word press platform, Google likes its structure and will keep indexing the new content.

We plan to offer Trailers of Foreign Movies as well, and targeting International markets such as Bollywood in India, the largest movie industry in the world.   We also plan to offer Movie News, and interactive functionality with other social networks (such as Facebook and MySpace) with certain unique movie-related abilities for advertising.

Employees

As of March 18, 2011, we have no full time employees. Our President and sole officer and director spends approximately 20 hours per week on Company matters.  We plan to employ more qualified employees in the near future.

DESCRIPTION OF PROPERTY

Our principal executive office is located at 11022 Aqua Vista Street, Suite 10, Studio City, CA 91602.  Our telephone number is (310) 746-6464.  Office space is provided by Stephanie Wyss at no cost.

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

Pursuant to Item 401 (f) of Regulation S-K there are no events that occurred during the past ten (10) years that are material to an evaluation of the ability or integrity of any director, person nominated to become a director or executive officer of the registrant:

·	No petition  under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
o
·	The registrant has not been convicted in a criminal proceeding and is not named subject of a pending criminal proceeding

·	Such registrant was not the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
o
o		Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
o		Engaging in any type of business practice; or
o		Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

· Such registrant was not the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in Regulation S-K, Item 401 paragraph (f)(3)(i) entitled Involvement in Certain Legal Proceedings , or to be associated with persons engaged in any such activity;

12

·	Such registrant was not found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
o
·	Such registrant was not found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

· Such registrant was not the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

  o   Any Federal or State securities or commodities law or regulation; or

o   Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

o   Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

· Such registrant was not the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is presently no public market for our shares of common stock. We anticipate applying for quoting of our common stock on the OTCBB upon the effectiveness of the registration statement of which this prospectus forms apart. However, we can provide no assurance that our shares of common stock will be quoted on the OTCBB or, if quoted, that a public market will materialize.

Holders of Capital Stock

As of March 18, 2011 we have 41 holders of our common stock.

Rule 144 Shares

As of the date of this registration statement, we do not have any shares of our common stock that are currently available for sale to the public in accordance with the volume and trading limitations of Rule 144.

Stock Option Grants

We do not have any stock option plans.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

13

MOVIE TRAILER GALAXY, INC.

(A DEVELOPMENT STAGE COMPANY)

August 31, 2010

INDEX TO FINANCIAL STATEMENTS

Contents	Page(s)
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheet at August 31, 2010	F-3
Statement of Operations for the Period from April 27, 2010 (Inception) through August 31, 2010	F-4
Statement of Stockholders’ Equity for the Period from April 27, 2010 (Inception) through August 31, 2010	F-5
Statement of Cash Flows for the Period from April 27, 2010 (Inception) through August 31, 2010	F-6
Notes to the Financial Statements	F-7 to F-13
Interim Financial Statements	F-14

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Movie Trailer Galaxy, Inc.

(A development stage company)

Studio City, California

We have audited the accompanying balance sheet of Movie Trailer Galaxy, Inc. (a development stage company) (the “Company”) as of August 31, 2010 and the related statements of operations, stockholders’ equity and cash flows for the period from April 27, 2010 (inception) through August 31, 2010. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of August 31, 2010 and the results of its operations and its cash flows for the period from April 27, 2010 (inception) through August 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company had a deficit accumulated during the development stage at August 31, 2010, had a net loss and net cash used in operating activities for the period from April 27, 2010 (inception) through August 31, 2010 with no revenues earned since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Li & Company, PC

Li & Company, PC

Skillman, New Jersey

October 15, 2010

F-2

MOVIE TRAILER GALAXY, INC.

(A development stage company)

Balance Sheet

August 31, 2010

ASSETS
CURRENT ASSETS:
Cash	$	42,246
TOTAL ASSETS	$	42,246
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accrued expenses	$	350
STOCKHOLDERS’ EQUITY:
Preferred stock at $0.0001 par value; 10,000,000 shares authorized; none issued or outstanding		-
Common stock at $0.0001 par value; 500,000,000 shares authorized; 2,343,800 shares issued and outstanding		234
Additional paid-in capital		42,206
Deficit accumulated during the development stage		(544	)
Stockholders’ Equity		41,896
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	42,246

See accompanying notes to the financial statements

F-3

MOVIE TRAILER GALAXY, INC.

(A development stage company)

Statement of Operations

For the Period from April 27, 2010 (Inception) through August 31, 2010

Revenue	$	-
Operating expenses
Professional fees		350
General and administrative		194
Total operating expenses		544
Loss before income taxes		(544	)
Income tax provision		-
Net loss	$	(544	)
Net loss per common share – basic and diluted	$	(0.00	)
Weighted average number of common shares outstanding – basic and diluted		1,667,212

See accompanying notes to the financial statements

F-4

MOVIE TRAILER GALAXY, INC.

 (A development stage company)

Statement of Stockholders’ Equity

For the Period from April 27, 2010 (Inception) through August 31, 2010

	Common Shares	Amount		Additional Paid-in Capital		Deficit Accumulated During the Development Stage			Total Stockholders’ Equity
April 27, 2010 (Inception)	1,500,000	$	150	$	-	$	-		$	150
Contribution to capital					100					100
Shares issued for cash from June 23, 2010 through August 31, 2010 at $0.05 per share	843,800		84		42,106					42,190
Net loss							(544	)		(544	)
Balance, August 31, 2010	2,343,800	$	234	$	42,206	$	(544	)	$	41,896

See accompanying notes to the financial statements

F-5

MOVIE TRAILER GALAXY, INC.

 (A development stage company)

Statement of Cash Flows

For the Period from April 27, 2010 (Inception) through August 31, 2010

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(544	)
Adjustments to reconcile net loss to net cash used in operating activities:
Shares issued for compensation		150
Changes in operating assets and liabilities:
Accrued expenses		350
Net Cash Used in Operating Activities		(44	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock		42,190
Capital contribution		100
Net Cash Provided by Financing Activities		42,290
NET INCREASE IN CASH		42,246
CASH AT BEGINNING OF PERIOD		-
CASH AT END OF PERIOD	$	42,246
SUPPLEMENTAL DISCLOSURE OF CASH    FLOW INFORMATION:
Interest paid	$	-
Income taxes paid	$	-

See accompanying notes to the financial statements

F-6

MOVIE TRAILER GALAXY, INC.

(A Development Stage Company)

August 31, 2010

Notes to the Financial Statements

NOTE 1 - ORGANIZATION

Movie Trailer Galaxy, Inc, a development stage company, (the “Company”), was incorporated on April 27, 2010 under the laws of the State of Nevada. The Company plans to provide information for movie lovers and access to related products.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCONTING POLICIES

Basis of presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Development stage company

The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.  All losses accumulated since inception have been considered as part of the Company's development stage activities.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Fiscal year-end

The Company elected August 31 as its fiscal year ending date.

Cash equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

F-7

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments.

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at August 31, 2010, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the period from April 27, 2010 (inception) through August 31, 2010.

Revenue recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

Income taxes

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification.  Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

Net loss per common share

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.  Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding for the period from April 27, 2010 (inception) through August 31, 2010.

Commitments and contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

F-8

Cash flows reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Subsequent events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recently issued accounting pronouncements

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-01 “Equity Topic 505 – Accounting for Distributions to Shareholders with Components of Stock and Cash”, which clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share (“EPS”)).  Those distributions should be accounted for and included in EPS calculations in accordance with paragraphs 480-10-25- 14 and 260-10-45-45 through 45-47 of the FASB Accounting Standards codification.  The amendments in this Update also provide a technical correction to the Accounting Standards Codification.  The correction moves guidance that was previously included in the Overview and Background Section to the definition of a stock dividend in the Master Glossary.  That guidance indicates that a stock dividend takes nothing from the property of the corporation and adds nothing to the interests of the stockholders.  It also indicates that the proportional interest of each shareholder remains the same, and is a key factor to consider in determining whether a distribution is a stock dividend.

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-02 “Consolidation Topic 810 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification”, which provides amendments to Subtopic 810-10 and related guidance within U.S. GAAP to clarify that the scope of the decrease in ownership provisions of the Subtopic and related guidance applies to the following:

1.	A subsidiary or group of assets that is a business or nonprofit activity
2.	A subsidiary that is a business or nonprofit activity that is transferred to an equity method investee or joint venture

3. An exchange of a group of assets that constitutes a business or nonprofit activity for a non-controlling interest in an entity (including an equity method investee or joint venture).

The amendments in this Update also clarify that the decrease in ownership guidance in Subtopic 810-10 does not apply to the following transactions even if they involve businesses:

1.	Sales of in substance real estate.  Entities should apply the sale of real estate guidance in Subtopics 360-20 (Property, Plant, and Equipment) and 976-605 (Retail/Land) to such transactions.
2.	Conveyances of oil and gas mineral rights.  Entities should apply the mineral property conveyance and related transactions guidance in Subtopic 932-360 (Oil and Gas-Property, Plant, and Equipment) to such transactions.

If a decrease in ownership occurs in a subsidiary that is not a business or nonprofit activity, an entity first needs to consider whether the substance of the transaction causing the decrease in ownership is addressed in other U.S. GAAP, such as transfers of financial assets, revenue recognition, exchanges of nonmonetary assets, sales of in substance real estate, or conveyances of oil and gas mineral rights, and apply that guidance as applicable. If no other guidance exists, an entity should apply the guidance in Subtopic 810-10.

F-9

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements”, which provides amendments to Subtopic 820-10 that require new disclosures as follows:

1.	Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.
2.	Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).

This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows:

1.	Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.
2.	Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.

This Update also includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the terminology from major categories of assets to classes of assets and provide a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.

In February 2010, the FASB issued the FASB Accounting Standards Update No. 2010-09 “Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements”, which provides amendments to Subtopic 855-10 as follows:

1.

An entity that either (a) is an SEC filer or(b) is a conduit bond obligor for conduit debt securities that are traded in a public market (a domestic or foreign stock exchange or an over-the-counter market, including local or regional markets) is required to evaluate subsequent events through the date that the financial statements are issued. If an entity meets neither of those criteria, then it should evaluate subsequent events through the date the financial statements are available to be issued.

2.

An entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the SEC's requirements.

3. The scope of the reissuance disclosure requirements is refined to include revised financial statements only. The term revised financial statements is added to the glossary of Topic 855. Revised financial statements include financial statements revised either as a result of correction of an error or retrospective application of U.S. generally accepted accounting principles.

All of the amendments in this Update are effective upon issuance of the final Update, except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010.

In April 2010, the FASB issued the FASB Accounting Standards Update No. 2010-17 “Revenue Recognition — Milestone Method (Topic 605) Milestone Method of Revenue Recognition”, which provides guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate. A vendor can recognize consideration that is contingent upon achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive.

Determining whether a milestone is substantive is a matter of judgment made at the inception of the arrangement. The following criteria must be met for a milestone to be considered substantive. The consideration earned by achieving the milestone should:

1.	Be commensurate with either of the following:
	a.	The vendor's performance to achieve the milestone

	b.	The enhancement of the value of the item delivered as a result of a specific outcome resulting from the vendor's performance to achieve the milestone
2.	Relate solely to past performance

3. Be reasonable relative to all deliverables and payment terms in the arrangement.

F-10

A milestone should be considered substantive in its entirety. An individual milestone may not be bifurcated. An arrangement may include more than one milestone, and each milestone should be evaluated separately to determine whether the milestone is substantive. Accordingly, an arrangement may contain both substantive and nonsubstantive milestones.

A vendor's decision to use the milestone method of revenue recognition for transactions within the scope of the amendments in this Update is a policy election. Other proportional revenue recognition methods also may be applied as long as the application of those other methods does not result in the recognition of consideration in its entirety in the period the milestone is achieved.

A vendor that is affected by the amendments in this Update is required to provide all of the following disclosures:

1.	A description of the overall arrangement
2.	A description of each milestone and related contingent consideration

3.	A determination of whether each milestone is considered substantive
4.	The factors that the entity considered in determining whether the milestone or milestones are substantive

5.   The amount of consideration recognized during the period for the milestone or milestones.

The amendments in this Update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity's fiscal year, the entity should apply the amendments retrospectively from the beginning of the year of adoption. Additionally, a vendor electing early adoption should disclose the following information at a minimum for all previously reported interim periods in the fiscal year of adoption:

1.	Revenue
2.	Income before income taxes

3.	Net income
4.	Earnings per share

5.   The effect of the change for the captions presented.

A vendor may elect, but is not required, to adopt the amendments in this Update retrospectively for all prior periods.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $544 at August 31, 2010, a net loss of $544 and net cash used in operating activities of $44 for the period from April 27, 2010 (inception) through August 31, 2010, respectively, with no revenues earned during the period.

While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations. The continuation of the Company as a going concern is dependent upon receiving financial support from its shareholders, loans from its officer/director, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 - STOCKHOLDERS’ EQUITY

Preferred stock

Preferred stock includes 10,000,000 shares authorized at a par value of $0.0001, of which none are issued or outstanding.

F-11

Common stock

Common stock includes 500,000,000 shares authorized at a par value of $0.0001, of which 1,500,000 shares have been issued to its Chief Executive Officer at the par value of $0.0001 per share or $150 for compensation upon formation of the Company.

For the period from June 23through August 31, 2010, the Company sold 843,800 shares of its common stock in a private placement at $0.05 per share to 40 individuals for $42,190.

Capital contribution

In May 2010, the Company’s Chief Executive Officer contributed $100 for general working capital to the Company.

NOTE 5 – INCOME TAXES

Deferred tax assets

At August 31, 2010, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $544 that may be offset against future taxable income through 2030.  No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $185 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance of $185.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards.  The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization.  The valuation allowance increased approximately $185 for the period from April 27, 2010 (inception) through August 31, 2010.

Components of deferred tax assets at August 31, 2010 are as follows:

	August 31, 2010
Net deferred tax assets – Non-current:
Expected income tax benefit from NOL carry-forwards	$	185
Less valuation allowance		(185	)
Deferred tax assets, net of valuation allowance	$	-

Income taxes in the statements of operations

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:

	For the Period from April 27, 2010 (inception) through August 31, 2010
Federal statutory income tax rate		34.0	%
Change in valuation allowance on net operating loss carry-forwards		(34.0	)%
Effective income tax rate		0.0	%

F-12

NOTE 6 – SUBSEQUENT EVENTS

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there was certain reportable subsequent events to be disclosed as follows as follows:

Entry into an employment agreement

On September 1, 2010, the Company entered into an employment agreement (“Employment Agreement”) with its president and chief executive officer (“Employee”), which requires that the Employee to be paid a minimum of $500 per month for three (3) years from date of signing. Either employee or the Company has the right to terminate the Employment Agreement upon thirty (30) days’ notice to the other party.

F-13

MOVIE TRAILER GALAXY, INC.
(A Development Stage Company)
BALANCE SHEETS
ASSETS
	November 30, 2010			August 31, 2010
CURRENT ASSETS	(Unaudited)
Cash	$	32,420		$	42,246
Total Current Assets		32,420			42,246
TOTAL ASSETS	$	32,420		$	42,246
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses	$	2,775		$	350
Total Current Liabilities		2,775			350
TOTAL LIABILITIES		2,775			350
STOCKHOLDERS' EQUITY
Preferred stock at  $0.0001 par value;
10,000,000 share authorized;
none issued or outstanding		-			-
Common stock at $0.0001 par value ;
500,000,000 shares authorized;
2,343,800 shares issued and outstanding		234			234
Additional paid-In capital		42,206			42,206
Deficit accumulated during the development stage		(12,795	)		(544	)
Total Stockholders' Equity		29,645			41,896
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	32,420		$	42,246

See accompanying notes to the financial statements

F-14

MOVIE TRAILER GALAXY, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
				For the period from
				April 27, 2010
	For the Three			(inception)
	Months ended			through
	November 30, 2010			November 30, 2010
Revenue	$	-		$	-
Operating expenses
Professional fees		10,675			11,025
General and administrative expenses		1,576			1,770
Total operating expenses		12,251			12,795
Loss before income taxes		(12,251	)		(12,795	)
income tax provision		-			-
Net loss	$	(12,251	)	$	(12,795	)
Net loss per common shares - basic and diluted	$	(0.01	)	$	(0.01	)
Weighted average number of common shares outstanding - basic & diluted		2,343,800			1,950,961

See accompanying notes to the financial statements

F-15

MOVIE TRAILER GALAXY, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the Period from April 27, 2010 (inception) through November 30, 2010
(Unaudited)
							Deficit
							Accumulated
	Common Stock				Additional		during the			Total
	Number of				Paid-In		Development			Stockholders'
	Shares		Amount		Capital		Stage			Equity
April 27, 2010 (inception)		1,500,000	$	150	$	-	$	-		$	150
Contribution to capital				-		100		-			100
											-
Shares issued for cash from June 23, 2010											-
through August 31, 2010 at $0.05 per share		843,800		84		42,106		-			42,190
											-
Net loss								(544	)		(544	)
Balance, August 31, 2010		2,343,800		234		42,206		(544	)		41,896
Net loss								(12,251	)		(12,251	)
Balance, November 30, 2010		2,343,800	$	234	$	42,206	$	(12,795	)	$	29,645

See accompanying notes to the financial statements

F-16

MOVIE TRAILER GALAXY, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
				For the period from
				April 27, 2010
	For the Three			(inception)
	Months ended			through
CASH FLOWS FROM OPERATING ACTIVITIES	November 30, 2010			November 30, 2010
Net loss	$	(12,251	)	$	(12,795	)
Adjustments to reconcile net loss to net cash used in operating
actvitites:
Shares issued for compensation		-			150
Changes in operating assets and liabilities:
Accrued expenses		2,425			2,775
Net cash used in operating activities		(9,826	)		(9,870	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		-			42,190
Capital contribution		-			100
Net cash provided by financing activities		-			42,290
NET CHANGE IN CASH		(9,826	)		32,420
Cash at beginning of period		42,246			-
Cash at end of period	$	32,420		$	32,420
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

See accompanying notes to the financial statements

F-17

MOVIE TRAILER GALAXY, INC.

 (A DEVELOPMENT STAGE COMPANY)

November 30, 2010

Notes to the Financial Statements

(Unaudited)

NOTE 1 - ORGANIZATION AND OPERATIONS

Movie Trailer Galaxy, Inc, a development stage company, (the “Company”), was incorporated on April 27, 2010 under the laws of the State of Nevada. The Company plans to provide information for movie lovers and access to related products.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented.  Unaudited interim results are not necessarily indicative of the results for the full fiscal year.  These financial statements should be read in conjunction with the financial statements of the Company for the period April 27, 2010 (inception) through August 31, 2010 and notes thereto contained in the information filed as part of the Company’s Registration Statement on Form S-1, of which this Prospectus is a part.

Development stage company

The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.  All losses accumulated since inception have been considered as part of the Company's development stage activities.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Fiscal year-end

The Company elected August 31 as its fiscal year end date.

Cash equivalents

F-18

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Fair value of financial instrument

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments.

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at November 30, 2010 or August 31, 2010, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the three months ended November 30, 2010, or for the period from April 27, 2010 (inception) through November 30, 2010.

Revenue recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

Income taxes

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification.  Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

F-19

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

Net loss per common share

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.  Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding for the period from April 27, 2010 (inception) through November 30, 2010.

Commitments and contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

Cash flows reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Subsequent events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

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Recently issued accounting pronouncements

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-01 “Equity Topic 505 – Accounting for Distributions to Shareholders with Components of Stock and Cash”, which clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share (“EPS”)).  Those distributions should be accounted for and included in EPS calculations in accordance with paragraphs 480-10-25- 14 and 260-10-45-45 through 45-47 of the FASB Accounting Standards codification.  The amendments in this Update also provide a technical correction to the Accounting Standards Codification.  The correction moves guidance that was previously included in the Overview and Background Section to the definition of a stock dividend in the Master Glossary.  That guidance indicates that a stock dividend takes nothing from the property of the corporation and adds nothing to the interests of the stockholders.  It also indicates that the proportional interest of each shareholder remains the same, and is a key factor to consider in determining whether a distribution is a stock dividend.

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-02 “Consolidation Topic 810 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification”, which provides amendments to Subtopic 810-10 and related guidance within U.S. GAAP to clarify that the scope of the decrease in ownership provisions of the Subtopic and related guidance applies to the following:

1. A subsidiary or group of assets that is a business or nonprofit activity

2. A subsidiary that is a business or nonprofit activity that is transferred to an equity method investee or joint venture

3. An exchange of a group of assets that constitutes a business or nonprofit activity for a non-controlling interest in an entity (including an equity method investee or joint venture).

The amendments in this Update also clarify that the decrease in ownership guidance in Subtopic 810-10 does not apply to the following transactions even if they involve businesses:

1. Sales of in substance real estate.  Entities should apply the sale of real estate guidance in Subtopics 360-20 (Property, Plant, and Equipment) and 976-605 (Retail/Land) to such transactions.

2. Conveyances of oil and gas mineral rights.  Entities should apply the mineral property conveyance and related transactions guidance in Subtopic 932-360 (Oil and Gas-Property, Plant, and Equipment) to such transactions.

If a decrease in ownership occurs in a subsidiary that is not a business or nonprofit activity, an entity first needs to consider whether the substance of the transaction causing the decrease in ownership is addressed in other U.S. GAAP, such as transfers of financial assets, revenue recognition, exchanges of nonmonetary assets, sales of in substance real estate, or conveyances of oil and gas mineral rights, and apply that guidance as applicable. If no other guidance exists, an entity should apply the guidance in Subtopic 810-10.

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements”, which provides amendments to Subtopic 820-10 that require new disclosures as follows:

F-21

1.	Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.
2.	Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).

This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows:

1.	Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.
2.	Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.

3.  

This Update also includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the terminology from major categories of assets to classes of assets and provide a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.

In February 2010, the FASB issued the FASB Accounting Standards Update No. 2010-09 “Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements”, which provides amendments to Subtopic 855-10 as follows:

1. An entity that either (a) is an SEC filer or(b) is a conduit bond obligor for conduit debt securities that are traded in a public market (a domestic or foreign stock exchange or an over-the-counter market, including local or regional markets) is required to evaluate subsequent events through the date that the financial statements are issued. If an entity meets neither of those criteria, then it should evaluate subsequent events through the date the financial statements are available to be issued.

2. An entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the SEC's requirements.

3. The scope of the reissuance disclosure requirements is refined to include revised financial statements only. The term revised financial statements is added to the glossary of Topic 855. Revised financial statements include financial statements revised either as a result of correction of an error or retrospective application of U.S. generally accepted accounting principles.

All of the amendments in this Update are effective upon issuance of the final Update, except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010.

In April 2010, the FASB issued the FASB Accounting Standards Update No. 2010-17 “Revenue Recognition — Milestone Method (Topic 605) Milestone Method of Revenue Recognition”, which provides guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate. A vendor can recognize consideration that is contingent upon achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive.

F-22

Determining whether a milestone is substantive is a matter of judgment made at the inception of the arrangement. The following criteria must be met for a milestone to be considered substantive. The consideration earned by achieving the milestone should:

1. Be commensurate with either of the following:

a. The vendor's performance to achieve the milestone

b. The enhancement of the value of the item delivered as a result of a specific outcome resulting from the vendor's performance to achieve the milestone

2. Relate solely to past performance

3. Be reasonable relative to all deliverables and payment terms in the arrangement.

A milestone should be considered substantive in its entirety. An individual milestone may not be bifurcated. An arrangement may include more than one milestone, and each milestone should be evaluated separately to determine whether the milestone is substantive. Accordingly, an arrangement may contain both substantive and non-substantive milestones.

A vendor's decision to use the milestone method of revenue recognition for transactions within the scope of the amendments in this Update is a policy election. Other proportional revenue recognition methods also may be applied as long as the application of those other methods does not result in the recognition of consideration in its entirety in the period the milestone is achieved.

A vendor that is affected by the amendments in this Update is required to provide all of the following disclosures:

1.	A description of the overall arrangement
2.	A description of each milestone and related contingent consideration

3.	A determination of whether each milestone is considered substantive
4.	The factors that the entity considered in determining whether the milestone or milestones are substantive

5.   The amount of consideration recognized during the period for the milestone or milestones.

The amendments in this Update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity's fiscal year, the entity should apply the amendments retrospectively from the beginning of the year of adoption. Additionally, a vendor electing early adoption should disclose the following information at a minimum for all previously reported interim periods in the fiscal year of adoption:

1.	Revenue
2.	Income before income taxes

3.	Net income
4.	Earnings per share

5.   The effect of the change for the captions presented.

A vendor may elect, but is not required, to adopt the amendments in this Update retrospectively for all prior periods.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

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NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $12,795 at November 30, 2010, a net loss of $12,251 and net cash used in operating activities of $9,826 for the three months then ended, respectively, with no revenues earned during the period.

While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations.  Management intends to raise additional funds by way of a private or public offering.  Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern.  While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – STOCKHOLDERS’ EQUITY

Preferred stock

Preferred stock includes 10,000,000 shares authorized at a par value of $0.0001, of which none are issued or outstanding.

Common stock

Common stock includes 500,000,000 shares authorized at a par value of $0.0001, of which 1,500,000 shares have been issued to its Chief Executive Officer at the par value of $0.0001 per share or $150 for compensation upon formation of the Company

For the period from June 23, 2010through August 31, 2010, the Company sold 843,800 shares of its common stock in a private placement at $0.05 per share to 40 individuals for $42,190.

Capital contribution

In May 2010, the Company’s Chief Executive Officer contributed $100 for general working capital to the Company.

NOTE 5 – RELATED PARTY TRANSACTIONS

Free office space

The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statement.

Contribution to capital

In May 2010, the Company’s Chief Executive Officer contributed $100 for general working capital.

Employment agreement

F-24

On September 1, 2010, the Company entered into an employment agreement (“Employment Agreement”) with its president and chief executive officer (“Employee”), which requires that the Employee to be paid a minimum of $500 per month for three (3) years from date of signing. Either employee or the Company has the right to terminate the Employment Agreement upon thirty (30) days’ notice to the other party.

NOTE 6 – SUBSEQUENT EVENTS

The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed.

F-25

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULT OF OPERATIONS

The following provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

We were incorporated in the State of Nevada on April 27, 2010 as Movie Trailer Galaxy, Inc. and are based in Studio City, California. We are a development stage company.  Specifically, while in the development stage, we are proceeding with our business plan by providing moviegoers with a comprehensive portal to preview the latest movie information. We have begun taking certain steps in furtherance of our business plan by constructing and updating our website.

Our website, www.movietrailergalaxy.com, serves as a movie blog which displays the latest movies, trailers and box office information. The website will be fully automated, gathering information from official movie website sources such as the Internet Movie Database (“IMDB”), Yahoo Movies and Youtube. The "automated" portion of the website will work much like a highly modified blog, which is built on the Wordpress platform. The website will link to the actual movie trailers hosted at IMDB, Yahoo, or YouTube using a "light box" or "iframe" which then displays the trailers without the user leaving the site.  

We have received a going concern opinion from our auditor.

Relationships

Some of our shareholders are also shareholders of other companies which are recently filed  registration statements to go public. These other companies are Ciglarette, Inc., Resume In Minutes, Inc., and Rapid Holdings, Inc. Please note that these shareholders were identified by the CEO’s of each of the respective companies. However, there are certain shareholders that are shareholders of more than one of these entities because their relationships do exist amongst the CEOs of the aforementioned companies.

Our CEO, Ms. Stephanie Wyss is a Los Angeles resident and is friends with Mr. Anthony Barron, CEO of Rapid Holdings, Inc. as well as Grace Rahman, wife of Lisan Rahman, CEO of Ciglarette, Inc.  Based on these relationships, Ms. Wyss has collaborated and shared information with these individuals from time to time. In fact they  intend to share email marketing lists to cross promote each other's products and services.

Ms. Novaira Haider, CEO of Resume In Minutes, Inc., and Mr. Lisan Rahman are close family friends who have known each other for over 25 years. They often collaborate and assist each others projects. Mr. Rahman is friends with Anthony Barron. Currently, Mr. Barron is working on a Network Marketing program for Ciglarette, Inc. to launch the Ciglarette Ecig Brand in California and Internationally thru Network Marketing.  Mr. Barron has helped design the website of Cig;arête, Inc. and has assisted in drafting the compensation plan for the Network Marketing launch. Mr. Barron is going to be the CEO of a newly formed company, which will handle California and International sales, called Ciglarette International. Mr. Barron also assisted Ciglarette Inc in getting the company a Merchant Account with Bank of America Merchant Account Services.

Business Strategy and Objectives

Our blog is powered by a growing web portal resource for movie information communications enthusiasts based on the development of new movies to online technology. We plan to provide up-to-date information for movie lovers and access to related products through our website, MovieTrailerGalaxy.com. Our mission is to become the movie lover’s online hub in the global market. We intend to spread our reach throughout the global world as we empower the movie enthusiast’s culture. At Movie Trailer Galaxy, Inc., we intend to strive to give the Movie Enthusiast’s community a way to support each other and benefit from one another.

We have objectives in order to fulfill our desire to participate and achieve an ever-growing market share of the exciting industry that it is entering. These key objectives include:

1.	Establishing ourselves throughout the Global world as the movie lover’s online hub of choice, and penetrate the market in the business of providing education, information, and networking ability from the Web Portal.
2.	Utilize creative, first-class public relations, advertising, and marketing to raise public awareness of the site.
3.	Develop management capabilities to ensure a strong foundation for participation in a rapidly growing company.

Our Operating Strategy

Our website is programmed to display the latest movies, trailers and box office information. When the website is fully automated, it will not require user interaction for maintenance. The automated update process will be possible due to custom made scripts that gather information from official movie sources like IMDB, Yahoo Movies and YouTube. The update script will run every day and will not affect the site’s availability during the process, as we expect it to take about 10-20 seconds to complete.

Information such as posters, trailer links and movie information, is then stored into the internal database. The links for the movie trailers are stored in the database and the actual trailers are streamed directly from the source in the form of links. This process is similar to what bloggers do to get their content. Bloggers find information on the internet from various sources, and if it contains video, they can simply embed it in their blogs or link directly to it.

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Our website links to the actual movie trailers hosted at IMDB, Yahoo or YouTube using a “light box” or “iframe” that elegantly displays the trailers without the user having to leave our site. Linking the trailers saves money on hosting expenses, as video streaming requires costly high-capacity servers. Our website can be hosted in a shared hosting environment, which typically costs approximately $10-$25 per month. The website includes a 600+ movie database, the automation script, the domain name, an on-line function which allows the user to add, edit, and delete individual movies and the information.

We believe the world of video communications enthusiasts comprises a lot of people, from amateurs, to expert professionals. We believe that a website which provides such resources is likely to become a popular online destination point for consumers in the global market.

Business Timeline

In this section we outline important timelines for development in Year 1 for the three months preceding launch.

We will be concerned with preparing the following for launch:

Timeline Business Start-up:

·	Legal procedures – filing papers of incorporation                                    Month 1 (Completed)	$	1,200
·	Getting all necessary licenses and permits                                                 Month 1 (Completed)
·	Website development: finalize branding                                                     Month 2 - Month 3 (Completed)	$	5,000
·	Establishing Key People and Points of Contact                                        Month 1 - Month 2 (Completed)
·	Purchase of materials: Office hardware, software                                      Month 1 - Month 2 (Completed)	$	2,000
·	Start date for marketing activities                                                                 First quarter of 2011	$	25,000
·	Opening date for business                                                                            May 2011

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Limited Operating History

We have not yet commenced operations. We have generated no independent financial history and have not previously demonstrated that we will be able to expand our business. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our business model and/or sales methods.

For the period from April 27, 2010 (inception) through August 31, 2010, we had $0 in revenue. Our total operating expenses from inception through August 31, 2010 totaled $544.00 resulting in a net loss of $544.00. Expenses from inception consisted of $350.00 in professional fees and $194.00 for General and administrative expenses.

Capital Resources and Liquidity

As of November 30, 2010 we have $32,420.00 cash on hand.

Stephanie Wyss will be the only employee initially as the company seeks contracts and the cost to support Ms. Wyss will be minimal. Ms. Wyss did not begin taking a salary from the company until September 2010. As of September 2010, Ms Wyss is entitled to $500 per month in compensation.

The Company also anticipates its estimated costs in the next twelve month period to include legal and accounting services ($20,000), marketing costs ($25,000), hosting costs ($1,200), costs associated with website improvement and maintenance ($5,000) and salary for Stephanie Wyss ($6,000).

Based upon the above, we believe that we have enough cash to support our daily operations while we are attempting to commence operations and produce revenues. However, if we are unable to satisfy our cash requirements we may be unable to proceed with our plan of operations.  We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we will suspend or cease operations.

We do not have any immediate plans to raise capital.We will attempt to reduce its costs and, if necessary, we will attempt to go to family and friends on a best-efforts basis only to raise any additional capital.

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

Our liquidity may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in or disagreements with accountants on accounting or financial disclosure matters.

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the name and age of our sole officer and director as of March 18, 2011. Our Executive officer is elected annually by our Board of Director. Our executive officer holds office until she resigns, are removed by the Board, or her successor is elected and qualified.  

Name	Age	Position
Stephanie Wyss	30	President, Chief Financial Officer, Secretary, Treasurer and Director

Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.

Stephanie Wyss, President, Chief Financial Officer, Secretary, Treasurer and Director, Age 30,  From February 2004 through September 2007 Ms. Wyss served as the Assistant to Production Finance for Vivendi Universal and Living Element Pictures, both of which are movie producing companies located in Los Angeles, California where her responsibilities included working with Executive Producers and corporate investors to create films and commercials. From March 2004 through August 2009, Ms. Wyss served as the Special Event Merchandiser for Michele Diamond Watch Company, Burberry, and Armani, all of which are luxury apparel and accessories producers, as part of the Fossil Campaign where she promoted and sustained vendor commercial activity. From October 2006 through October 2008, Ms. Wyss served as the Executive Assistant to Jay Odell, Chief Executive Officer of Solutions Films, a movie producing company located in Los Angeles, California. Her responsibilities in this capacity included business plan execution, legal documentation completion and international meeting coordination regarding film finance.  From October 2007 through October 2010, Ms. Wyss worked in Print Media for the Beverly Hills Times of Los Angeles, California, a local newspaper agency, where she was the contributing writer for “Word Around Town, Culinary Division”. From May 2003 through present Ms. Wyss served as an International Marketing Promoter for special events.  Her clients include but are not limited to Mercedes Benz, Cartier, Nascar and Lexus. Stephanie Wyss attended the University of California Los Angeles where she received her associates degree in merchandising.  Due to Ms. Wyss’s extensive experience in marketing, merchandising, and sales we believe she is optimally suited to serve as our sole officer and director.

Ms. Wyss does not have any direct experience in website marketing, development or sales. She has never acted as a promoter of any other company nor has she had a controlling interest in any other company.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board

EXECUTIVE COMPENSATION

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us for the period from April 27, 2010 (Inception) through August 31, 2010.

SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Salary ($)

Bonus ($)

Stock  Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Non-Qualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Totals ($)

Stephanie Wyss, President, Chief Financial Officer,

2010**

$

0

0

0

0

0

0

$150.00*

$

150.00

Treasurer, Secretary, Director

* 1,500,000 shares have been issued to our Chief Executive Officer at par value $0.0001 per share for compensation upon formation of the Company.  The shares were issued for services and are not stock options and therefore there is no black- scholes assumption.  

** An estimated amount of $500 per month will be paid to Ms. Wyss for the remaining months of 2010 beginning from September 1, 2010.

Option Grants Table. There were no individual grants of stock options to purchase our common stock made to the executive officers named in the Summary Compensation Table for the period from inception through  October 4, 2010.

Aggregated Option Exercises and Fiscal Year-End Option Value Table. There were no stock options exercised since inception through October 4, 2010 by the executive officers named in the Summary Compensation Table.

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Long-Term Incentive Plan (“LTIP”) Awards Table. There were no awards made to a named executive officers in the last completed fiscal year under any LTIP

Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.

Employment Agreements

On September 1, 2010, we entered into an employment agreement with our president and chief executive officer, Stephanie Wyss, which requires that Ms. Wyss be paid a minimum of $500 per month for three (3) years from date of signing. Either employee or the Company has the right to terminate the employment agreement upon thirty (30) days’ notice to the other party.

We expect our payroll expense to increase as our revenues increase. There is currently no maximum payment limit set to the compensation plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of March 18, 2011 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and the shareholders listed possesses sole voting and investment power with respect to the shares shown.

Name	Number of Shares Beneficially Owned	Percent of Class (1)
Stephanie Wyss	1,500,000	63.99%
11022 Aqua Vista Street, Suite 10
Studio City, CA 91602
All Executive Officers and Directors as a group (1 person)	1,500,000	63.99%

(1) Based on 2,343,800 shares of common stock outstanding as of March 18, 2011.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

Immediately after incorporation of the Company on April 27, 2010 we issued 1,500,000 shares of common stock to Stephanie Wyss for consideration of founder services.

Other than the above, none of the following persons has any direct or indirect material interest in any transaction to which we are a party since our incorporation or in any proposed transaction to which we are proposed to be a party:

(A)	Any of our directors or officers;
(B)	Any proposed nominee for election as our director;
(C)	Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our common stock; or
(D)	Any relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who is a director or officer of any parent or subsidiary of our company.

Item 12A. Disclosure of Commission Position on Indemnification of Securities Act Liabilities.

Our directors and officers are indemnified as provided by the Nevada corporate law and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

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Movie Trailer Galaxy, Inc.

280,985 SHARES OF COMMON STOCK

PROSPECTUS

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Until _____________, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The Date of This Prospectus is March 18, 2011

PART II   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

Securities and Exchange Commission registration fee	$	3.01
Federal Taxes	$	0
State Taxes and Fees	$	0
Transfer Agent Fees	$	2,500
Accounting fees and expenses	$	7,500
Legal fees and expense	$	10,000
Blue Sky fees and expenses	$	0
Miscellaneous	$	0
Total	$	20,001.63

All amounts are estimates other than the Commission’s registration fee. We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

Item 14. Indemnification of Directors and Officers.

Our directors and officers are indemnified as provided by the Nevada corporate law and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

Item 15. Recent Sales of Unregistered Securities.

We were incorporated in the State of Nevada on April 27, 2010 and 1,500,000 shares of common stock were issued to Stephanie Wyss for consideration of founder services. These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and were issued as founders shares. These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, Ms. Wyss had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

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On June 21, 2010, the Company commenced a Regulation D Rule 506 offering with a total of 843,800 shares of common stock to 40 investors, at a price per share of $0.05 for an aggregate offering price of $42,190.00. The Company completed the Regulation D Rule 506 offering on October 12, 2010. The following sets forth the identity of the class of persons to whom we sold these shares and the amount of shares for each shareholder:

James M. Miranda	22,000
Mathew Fiddler	19,000
Schuyer Royal	17,000
Kevin Gutierrez	16,000
Sergio Rivas	20,000
Trevor Waring	22,000
Ruben Dominguez	24,000
Kevin Lagunas	19,000
Jigar Thakarar	16,000
Derek Crandall	18,000
Justin Kornmann	20,000
Chris Gugino	18,000
Cristobal Curiel	17,000
Francisco Soria	18,000
David Soria	19,600
Flor Hernandez	25,000
Wesley Johnson	26,000
Efren Barron	14,000
Joon Ho Han	18,600
Luke Kurzon	26,000
Kathleen Quinn	25,400
Brenan Day	20,000
Brian Nabbie	24,000
Mark Farraj	24,000
Chelsea Saccio	32,000
Yuhsiang Tsai	20,000
Jaime Farraj	28,000
Joey Munoz	12,400
Nahla Farraj	20,000
Angelina Mendez	28,600
Rodolfo Cruz	20,000
Isabel Ochoa	17,000
Ernesto Riegos	28,000
Ziapone Luckette	18,000
Mark Gallandt	20,800
Sandra T. Richlin	24,000
Celina Moore	26,000
Jose Tamayo	20,000
Alicia Rey	19,000
Milton Ipina	21,400

To our knowledge, none of the selling shareholders or their beneficial owners:

- has had a material relationship with us other than as a shareholder at any time within the past three years; or

- has ever been one of our officers or directors or an officer or director of our predecessors or affiliates 

-   are broker-dealers or affiliated with broker-dealers. 

Please note that pursuant to Rule 506, all shares purchased in the Regulation D Rule 506 offering were restricted in accordance with Rule 144 of the Securities Act of 1933. In addition, each of these shareholders were either accredited as defined in Rule 501 (a) of Regulation D promulgated under the Securities Act or sophisticated as defined in Rule 506(b)(2)(ii) of Regulation D promulgated under the Securities Act.

(A) At the time of the offering we were not: (1) subject to the reporting requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an “investment company” within the meaning of the federal securities laws.

(B) Neither we, nor any of our predecessors, nor any of our directors, nor any beneficial owner of 10% or more of any class of our equity securities, nor any promoter currently connected with us in any capacity has been convicted within the past ten years of any felony in connection with the purchase or sale of any security.

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(C)	The offers and sales of securities by us pursuant to the offerings were not attempts to evade any registration or resale requirements of the securities laws of the United States or any of its states.
(D)	None of the investors are affiliated with any of our directors, officers or promoters or any beneficial owner of 10% or more of our securities.

We have never utilized an underwriter for an offering of our securities. Other than the securities mentioned above, we have not issued or sold any securities.

Item 16. Exhibits and Financial Statement Schedules.

EXHIBIT NUMBER	DESCRIPTION
3.1	Articles of Incorporation*
3.2	By-Laws*
5.1	Opinion of Anslow & Jaclin, LLP
10.1 10.2	Employment Agreement between Movie Trailer, Galaxy, Inc. and Stephanie Wyss* Form Subscription Agreement
23.1	Consent of Li & Company, PC
23.2	Consent of Counsel, as in Exhibit 5.1

*     Filed as an exhibit to the S-1 Registration Filed with the SEC on December 16, 2010

Item 17. Undertakings.

(A) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i.    To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii.   To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

iii.  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 

(4) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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(5) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i.    Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii.   Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii.  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv.  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused  this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. in the City of Studio City, State of California on March 18, 2011.

Movie Trailer Galaxy, Inc.

/s/ Stephanie Wyss

Name: Stephanie Wyss

Position: President,

Principal Executive Officer,

Principal Financial Officer

Principal Accounting Officer, Director

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