UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

 

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

 

For the quarterly period ended June 30, 2015

 

WRIT MEDIA GROUP, INC.

 

a Delaware corporation

 

8200 Wilshire Boulevard,

Suite 200

Beverly Hills, CA  90211

310.461.3737

  

Commission file number: 333-156832

 

I.R.S. Employer I.D. #: 56-2646829

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes  [ ] No

 

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

 

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

 

Large accelerated filer [ ] Accelerated filer  [ ]
Non-accelerated filer  [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)      

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  o Yes   x No

 

The number of shares outstanding of our Common Stock is 2,332,372 as of January 26, 2016.

 

The number of shares outstanding of our Preferred Stock is 7,500 as of January 26, 2016.

 

There are no other classes of stock.

 

 

FINANCIAL INFORMATION

 

ITEM 1.   FINANCIAL STATEMENTS 

 

WRIT Media Group, Inc.
Consolidated Balance Sheets
(Unaudited)
         
    June 30,   March 31,
    2015   2015
Assets                
Current Assets                
Cash and cash equivalents   $ 569     $ 255  
Accounts receivable     470       470  
Total current assets     1,039       725  
                 
Long Term Assets                
Property, plant and equipment, net     1,112       1,112  
                 
                 
Total Assets   $ 2,151     $ 1,837  
                 
Liabilities and Shareholders' Equity (Deficit)                
Current Liabilities                
Accounts payable   $ 282,730     $ 198,349  
Accounts payable, related party     —         112,500  
Accrued liability     58,982       106,442  
Convertible debts, net of unamortized discount of $20,487 and $103,836, respectively     208,688       131,089  
Notes payable     10,800       7,500  
Due to related parties     10,173       9,510  
Deferred Revenue     55,395       55,395  
Total current liabilities     626,768       620,785  
Total Liabilities     626,768       620,785  
                 
Shareholders' Deficit                
Preferred Stock:                
Series A convertible preferred stock, $.00001 par, 130,000,000 shares authorized, 7,500 and 10,000 shares issued and outstanding, respectively     —         —    
Series B convertible preferred stock, $.00001 par, 70,000,000 shares authorized, none issued and outstanding     —         —    
Series C convertible preferred stock, $.00001 par, 20,000,000 shares authorized, none issued and outstanding     —         —    
Common stock, $0.00001 par, 20,000,000,000 shares authorized,  2,306,056 and 194,378 shares issued and outstanding, respectively     23       2  
Additional paid in capital     1,557,767       1,164,603  
Accumulated deficit     (2,182,407 )     (1,783,553 )
Total shareholders' deficit     (624,617 )     (618,948 )
Total Liabilities and Shareholders' deficit   $ 2,151     $ 1,837  

The accompanying notes are an integral part of these unaudited consolidated financial statements.

  1  
 

WRIT Media Group, Inc.
Consolidated Statements of Operations
(Unaudited)
    For The Three Months Ended June  30,
    2015   2014
         
 Operating Costs and Expenses                
 Wages and benefits     75,000       68,547  
 Audit and accounting     1,500       4,738  
 Legal fee     750       16,903  
 Other general and administrative     227,164       43,242  
 Total operating expenses     304,414       133,430  
                 
 Loss from operations     (304,414 )     (133,430 )
                 
 Other income (expense)                
 Interest expense     (94,440 )     (24,581 )
 Net loss     (398,854 )     (158,011 )
                 
 Net loss per share:                
 Basic   $ (0.42 )   $ (2.36 )
 Diluted   $ (0.42 )   $ (2.36 )
                 
 Weighted average common shares outstanding:                
 Basic     949,532       67,062  
 Diluted     949,532       67,062  

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.                

             

  2  
 

WRIT Media Group, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
    For The Three Months Ended June 30,
    2015   2014
Cash Flows From Operating Activities                
 Net loss   $ (398,854 )   $ (158,011 )
 Adjustments to reconcile net loss to net cash used in operating activities:                
 Shares issued for services     249,185       —    
 Amortization of debt discount     83,649       22,754  
 Changes in operating assets and liabilities:                
 Accounts receivable     —         (1,800 )
 Prepaid expenses and other assets     —         (1,815 )
 Accounts payable     (28,119 )     (35,197 )
 Accrued liabilities     85,790       1,827  
 Net cash used in operating activities     (8,349 )     (172,242 )
                 
 Cash Flows From Investing Activities                
 Cash paid for software development costs and license     —         (120,005 )
 Cash paid for software development costs incurred on account in prior year     —         (33,450 )
 Net cash used in investing activities     —         (153,455 )
                 
 Cash Flows From Financing Activities                
 Advances from related party     663       —    
 Cash received from subscription receivable     —         25,000  
 Proceeds from sale of stock     5,000       226,781  
 Borrowing on short term notes payable     3,000       58,000  
 Payment of short-term notes payable     —         (5,000 )
 Net cash provided by financing activities     8,663       304,781  
                 
 Net increase (decrease) in cash and cash equivalents     314       (20,916 )
 Cash and cash equivalents, beginning of period     255       25,810  
 Cash and cash equivalents, end of period   $ 569     $ 4,894  
                 
                 
 Supplemental disclosure information:                
 Income taxes paid   $ —       $ —    
 Interest paid   $ —       $ —    
 Non-cash financing activities:                
 Common Shares issued for convertible debt and accrued interest   $ 5,750     $ 42,312  
 Reclassification of related party accounts payable to accounts payable   $ 112,500     $ —    
 Reclassification of accrued interest to convertible debt   $ —       $ 1,827  
 Reclassification of debt to additional paid in capital due to beneficial conversion feature   $ —       $ 32,599  
 Common Shares issued for accrued compensation   $ 133,250     $ —    
 Common Shares issued for series A convertible preferred stock   $ 11     $ —    

The accompanying notes are an integral part of these unaudited consolidated financial statements. 

  3  
 

WRIT MEDIA GROUP, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2015

 

NOTE 1 – ORGANIZATION, BUSINESS OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

 

Organization and Business Operations

 

WRIT Media Group, Inc. (“we”, “our”, “WRIT” or the “Company”) (formerly Writers’ Group Film Corp.) was incorporated in Delaware on March 9, 2007 to produce films, television programs and similar entertainment programs for various media formats. The Company has three wholly owned subsidiaries: Front Row Networks, Inc., Amiga Games, Inc., and Retro Infinity, Inc.

 

Front Row Networks, Inc. is a content creation company which produces, acquires and distributes live concerts in 3D for initial worldwide digital broadcast into digitally-enabled movie theaters, TV and mobile streaming providers.

 

On August 19, 2013, the Company acquired certain software through the purchase of 100% of Amiga Games Inc. in exchange for 500,000 shares. Amiga Games Inc. became WRIT’s wholly-owned subsidiary.

 

Amiga Games Inc. licenses classic pre-Windows computer game libraries and adapts and republishes the most popular titles for smartphones, modern game consoles, PCs, tablets, and other television streaming devices.

 

WRIT also established a new company, Retro Infinity Inc., to publish and brand games that were not originally released for Amiga brand computers. The two companies tap into the growing “retro gaming” marketplace, building on the "Amiga", “Atari”, and “MS-DOS” brands, delivering retro-gaming titles adapted for modern devices as well as merchandise featuring brands and characters from the games.

 

On January 22, 2014, the Company changed the name of the corporation to WRIT Media Group, Inc.

 

The accompanying unaudited interim financial statements of WRIT Media Group, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the initial period ended March 31, 2015 as filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements as reported in the annual report on Form 10-K have been omitted.

  

NOTE 2 – GOING CONCERN

 

As reflected in the accompanying consolidated financial statements, the Company has an accumulated deficit of $2,182,407 which includes a loss of $398,854 at June 30, 2015 and a working capital deficiency of $625,729. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might result from outcome of this uncertainty. Although management is currently attempting to implement its business plan, and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful.

 

  4  
 

NOTE 3 – NOTES PAYABLE

 

Note payable consists of the following:

   

June 30,

2015

 

March 31,

2015

Note payable   $ 10,800     $ 7,500  

 

Falmouth Street Holdings, LLC

 

On March 2, 2015, the Company borrowed $7,500 from Falmouth Street Holdings, LLC. The maturity date of this note is August 29, 2015 and this loan bears an interest rate of 12% per annum from the issuance date. The note is still outstanding as of June 30, 2015. As of today the debt is still outstanding and therefore is in default.

 

S. Karban

 

On June 9, 2015, the Company borrowed $3,300 from S.Karban and $3,000 was received with the remaining $300 recorded as debt discount. The maturity date of this note is June 22, 2015, and this loan bears an interest rate of 10% per annum from the issuance date. As of June 30, 2015 and today, the note is still outstanding and therefore in default. During the three months ended June 30, 2015, $300 was recorded as amortization of debt discount.

 

NOTE 4 – CONVERTIBLE DEBT

 

Convertible debt outstanding, net of debt discount of $103,836 on March 31, 2015   $ 131,089  
Less: principal converted into common stock     (5,750 )
Add: amortization of debt discount     83,349  
Convertible debt outstanding, net of debt discount of $20,487 on June 30, 2015   $ 208,688  

 

During the three months ended June 30, 2015, $5,750 of convertible debts was converted into 25,879 shares of common stock.

 

Magna Group LLC/Hanover Holdings

 

On July 10, 2014, the Company borrowed a convertible promissory note of $22,000 from Hanover Holdings I, LLC. The maturity date of this note is July 10, 2015. This loan bears an interest rate of 12% per annum. Interest on overdue principal after default accrues at an annual rate of 22%. The conversion price is 55% multiplied by the lowest value weighted average price (VWAP) for the Common Stock during the 5 trading day period ending on the latest complete trading day prior to the conversion date. The conversion price has a floor price of $.008 per share. An amount equal to $2,500 of the principal balance of the note was converted into 4,545 common shares on February 4, 2015, leaving a principal balance of $19,500 as of March 31, 2015. During April 2015, an amount equal to $5,750 of the principal balance of the note was converted into 25,879 common shares. As of June 30, 2015, the principal balance of the note is $13,750. As of today the debt is still outstanding and therefore is in default.

 

On September 10, 2014, the Company borrowed a convertible promissory note of $33,000 from Magna Equities II, LLC. The maturity date of this note is September 10, 2015. This loan bears an interest rate of 12% per annum. Interest on overdue principal after default accrues at an annual rate of 22%. The conversion price is 55% multiplied by the lowest value weighted average price (VWAP) for the Common Stock during the 5 trading day period ending on the latest complete trading day prior to the conversion date. The conversion price has a floor price of $.008 per share. As of June 30, 2015, the note is not converted yet and is still outstanding. As of today the debt is still outstanding and therefore is in default.

 

  5  
 

On October 28, 2014, the Company borrowed a convertible promissory note of $25,000 from Magna Equities II, LLC. The maturity date of this note is October 28, 2015. This loan bears an interest rate of 12% per annum. Interest on overdue principal after default accrues at an annual rate of 22%. The conversion price is 55% multiplied by the lowest value weighted average price (VWAP) for the Common Stock during the 5 trading day period ending on the latest complete trading day prior to the conversion date. The conversion price has a floor price of $.008 per share. As of June 30, 2015, the note is not converted yet and is still outstanding. As of today the debt is still outstanding and therefore is in default.

 

On December 17, 2014, the Company borrowed a convertible promissory note of $14,000 from Magna Equities II, LLC. The maturity date of this note is December 17, 2015. This loan bears an interest rate of 12% per annum. Interest on overdue principal after default accrues at an annual rate of 22%. The conversion price is 55% multiplied by the lowest value weighted average price (VWAP) for the Common Stock during the 5 trading day period ending on the latest complete trading day prior to the conversion date. The conversion price has a floor price of $.008 per share. As of June 30, 2015, the note is not converted yet and is still outstanding. As of today the debt is still outstanding and therefore is in default.

 

The Company evaluated the embedded conversion feature within the above Magna convertible notes payable under ASC 815-15 and ASC 81 -40 and determined embedded conversion feature does not meet the definition of a liability. Then the Company evaluated the conversion feature for a beneficial conversion feature at inception. The Company accounted for the intrinsic value of a Beneficial Conversion Feature inherent to the convertible notes payable and a total debt discount of $87,203 was recorded on the Magna notes. During the period ended June 30, 2015, debt discount of $21,128 was amortized, and the unamortized debt discount is $20,487 as of June 30, 2015.

 

KBM Worldwide Inc.

 

On June 3, 2014, the Company borrowed $53,000 from KBM Worldwide Inc. The maturity date of this note is March 5, 2015. This loan bears an interest rate of 8% per annum. Interest on overdue principal after default accrues at an annual rate of 22%. After 180 days following the date of the note, KBM Worldwide Inc. has the right to convert all or a portion of the remaining outstanding principal amount of this note into shares of the Company’s Common Stock. The conversion price will be 55% multiplied by the lowest three trading prices for the Common Stock during the 10 trading day period ending on the latest complete trading day prior to the conversion date. The conversion price has a floor price of $.008 per share. As of March 31, 2015, KBM Worldwide Inc. converted debt principal of $5,735 into 8,193 common shares, bringing the note balance to $47,265. As of June 30, 2015, the note is still outstanding. As of today the debt is still outstanding and therefore is in default.

 

On July 29, 2014, the Company borrowed a convertible promissory note of $32,500 from KBM Worldwide, Inc. The maturity date of this note is May 1, 2015. This loan bears an interest rate of 8% per annum. Interest on overdue principal after default accrues at an annual rate of 22%. After 180 days following the date of the note, KBM Worldwide Inc. has the right to convert all or a portion of the remaining outstanding principal amount of this note into shares of the Company’s Common Stock. The conversion price is 55% multiplied by the average of the lowest 3 trading day prices for the Common Stock during the 10 trading day period ending on the latest complete trading day prior to the conversion date. On July 30, 2014, an amendment to the note defined a floor to the conversion price to be $.008 per share. As of June 30, 2015, the note is not converted yet and is still outstanding. As of today the debt is still outstanding and therefore is in default.

 

On September 15, 2014, the Company borrowed a convertible promissory note of $63,000 from KBM Worldwide, Inc. The maturity date of this note is June 17, 2015. This loan bears an interest rate of 8% per annum. Interest on overdue principal after default accrues at an annual rate of 22%. After 180 days following the date of the note, KBM Worldwide Inc. has the right to convert all or a portion of the remaining outstanding principal amount of this note into shares of the Company’s Common Stock. The conversion price is 55% multiplied by the average of the lowest 3 trading day prices for the Common Stock during the 10 trading day period ending on the latest complete trading day prior to the conversion date. The conversion price has a floor price of $.008 per share. As of June 30, 2015, the note is not converted yet and is still outstanding. As of today the debt is still outstanding and therefore is in default.

 

  6  
 

The Company evaluated the embedded conversion feature within the above KBM convertible notes payable under ASC 815-15 and ASC 81 -40 and determined embedded conversion feature does not meet the definition of a liability. Then the Company evaluated the conversion feature for a beneficial conversion feature at inception. The Company accounted for the intrinsic value of a Beneficial Conversion Feature inherent to the convertible notes payable and a total debt discount of $148,500 was recorded on the KBM notes. During the period ended June 30, 2015, debt discount of $62,221 was amortized, and the unamortized debt discount is $0 as of June 30, 2015.

 

Other Convertible Notes

 

Convertible debts were issued September 2009, bearing interest at a rate of 8% per annum, due in one year, and are convertible at $2.00 per share. The note is in default. During the year ended March 31, 2015, debt principal of $2,470 and interest of $104 reclassified into note principal were converted into 6,427 common shares. As of March 31, 2015, other convertible notes have a principal balance of $660. As of June 30, 2015, other convertible notes have a principal balance of $660.

 

NOTE 5 – PREFERRED STOCK

 

Each share of Series A preferred stock is convertible at any time into the number of common shares equal to four times the sum of all outstanding common and Series B and Series C preferred shares at the time of conversion divided by the number of Series A preferred shares. Series A shareholders may receive dividends as declared by the Board.  The Company has 10,000 Series A preferred shares outstanding at March 31, 2015.

 

On June 15, 2015, EAM Delaware LLC, a Delaware limited liability company controlled by Eric Mitchell, the current President and Chairman of WRIT Media Group, Inc., converted 2,500 Preferred Series A shares into 1,133,030 common shares.

 

Each share of Series B preferred stock is convertible into the number of common shares equal to the designated $2 initial price of the Series B preferred stock divided by one hundred times the par value of the common stock subject to adjustments as may be determined by the Board of Directors from time to time. Series B shareholders may receive dividends as declared by the Board. The Company has no Series B shares outstanding at March 31, 2015 and June 30, 2015.

 

Each share of Series C preferred stock is convertible at any time into 500 common shares. Series C holders may receive dividends as declared by the Board. The Company has no Series C shares outstanding at March 31, 2015 and June 30, 2015.

 

The Company evaluated the application of ASC 815-15 and ASC 815-40 for the embedded conversion feature of preferred stock listed above and concluded the embedded conversion option should be classified as equity.

 

NOTE 6 – EQUITY

 

On June 25, 2015, shareholders approved of a 1 for 200 reverse split of the Company’s issued and outstanding common shares. The Company accounted for the reverse stock split retrospectively and is presented accordingly in the Company’s financial statements as of June 30, 2015 and March 31, 2015.

 

Common Shares issued for convertible notes and accrued interest:

 

During the three months ended June 30, 2015, $5,750 of convertible debt was converted into 25,879 shares of common stock. See Note 4.

 

  7  
 

Common Shares issued for cash

 

During the three months ended June 30, 2015, the Company issued 37,500 common shares for cash totaling $5,000.

 

Common Shares issued for services

 

During the three months ended June 30, 2015, the Company issued 268,554 shares to Eric Mitchell, the Company CEO and CFO, as compensation and to settle accrued compensation at their aggregate fair value of $133,250.

 

During the three months ended June 30, 2015, the Company issued 646,715 shares to third party consultants as compensation at their fair value of $249,185.

 

Common Shares issued for convertible Series A Preferred stock:

 

On June 15, 2015, EAM Delaware LLC, a Delaware limited liability company controlled by Eric Mitchell, the current President and Chairman of WRIT Media Group, Inc., converted 2,500 Preferred Series A shares into 1,133,030 common shares.

 

Warrants Issued

 

Under a subscription agreement dated March 18, 2014, the Company issued 3,125 restricted common shares to Irwin Zalcberg for cash totaling $50,000. Along with the subscription agreement, the Company issued warrants to purchase 3,125 shares of common stock. The warrants expire 2 years after issuance and have an exercise price of $24.00. The warrants do not entitle the holder to any voting rights or other rights as a shareholder of the Company. The warrants remain un-exercised.

 

Under a subscription agreement dated April 21, 2014, the Company issued 16,667 restricted common shares to Irwin Zalcberg for cash totaling $200,000. Along with the subscription agreement, the Company issued warrants to purchase 20,833 shares of common stock. The warrants expire 2 years after issuance and have an exercise price of $50.00. The warrants do not entitle the holder to any voting rights or other rights as a shareholder of the Company. The warrants remain un-exercised.

 

The following table summarizes the Company’s warrant activity for the period ended June 30, 2015:

 

    Number of Units   Weighted-Average Exercise Price   Weighted-Average Remaining Contractual Term (in years)   Intrinsic value
  Outstanding at March 31, 2015       23,958     $ 46.00       1.05     $ —    
  Issuance       —         —         —         —    
  Exercises       —         —         —         —    
  Forfeitures       —         —         —         —    
 

Outstanding at June 30,  2015

      23,958     $ 46.00       0.80     $ —    

 

NOTE 7 – RELATED PARTY BALANCES AND TRANSACTIONS

 

During the three months ended June 30, 2015, the Company incurred $75,000 compensation expense for Eric Mitchell, the Company CEO and CFO. Out of the $157,636 compensation expense consisting of $75,000 for the current period and $82,636 from prior year, $0 was paid in cash; $133,250 was paid by issuance of common stock to settle accrued compensation, while the remaining $24,386 was still not paid. As of June 30, 2015 and March 31, 2015, the accrued compensation owed to Eric Mitchell is $24,386 and $82,636, respectively.

 

  8  
 

During the three months ended June 30, 2015, an aggregate amount of $10,173 was advanced by Eric Mitchell and the advance is due on demand with 0% interest.

 

During the three months ended June 30, 2015, the Company reclassified DEVCAP Partners LLC related party accounts payable of $112,500 to accounts payable due to the fact that DEVCAP Partners LLC owns less than 10% of the Company’s issued and outstanding common shares.

 

NOTE 8 – SUBSEQUENT EVENTS

 

On July 2, 2015 the Company issued a Subscription receivable for cash totaling $5,000 in exchange for shares totaling 26,316.

 

On July 22, 2015, the Company converted software development cost incurred on account of $67,024 into an 18% Note Payable.

 

On August 4, 2015, the Company converted accounts payable of $112,500 into a 12% Note Payable.

 

On August 24, 2015, the Company converted software development cost incurred on account of $75,520 into an 18% Note Payable.

  9  
 

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

 

Special Note Regarding Forward Looking Statements

 

In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will” or similar expressions which are intended to identify forward-looking statements. Such statements include, among others, those concerning market and industry segment growth and demand and acceptance of new and existing products; any projections of sales, earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding future economic conditions or performance; as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including those identified in Item 1A “Risk Factors” in our annual report on Form 10-K for fiscal year ended March 31, 2015, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause the results of the Company to differ materially from those expressed or implied by such forward-looking statements. Forward looking statements made by penny stock issuers are excluded from the safe harbors in Section 27A of the Securities Act of 1933 and in Section 21E of the Securities Exchange Act of 1934.

 

Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the Security and Exchange Commission (“SEC”). These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.

 

Overview

 

Writ Media Group, Inc. (“we”, “us”, “our”, “WRIT”, or the “Company”) (formerly Writers’ Group Film Corp.) was incorporated in Delaware on March 9, 2007 to produce films, television programs and similar entertainment programs for various media formats.

 

Front Row Networks (“FRN”) was incorporated on July 27, 2010 in the State of Nevada. The Company is a content creation company which intends to produce, acquire, license, and distribute music-related content in 3D and ultra-high definition (4K) for initial worldwide digital broadcast into digitally-enabled movie theaters. Through the distribution of music-related “alternative content,” the Company intends to present live concerts, music documentaries, and other music-related content at affordable prices, to a massive fan base worldwide in a cost-effective manner. Following an initial theatrical run, or as an initial distribution window, the content will be licensed, in both 2D, 4K and 3D formats, to DVD and Blu-Ray retailers, Free TV broadcasters, cable and emerging 3D cable channels, and mobile streaming providers. In some cases, Front Row Networks will also sell merchandising and other products, bolstered by both in-theater and in-App advertising, tailored around each Artist and/or event, to maximize potential merchandising and sponsorship revenues.

 

In February 2011, FRN completed a reverse acquisition transaction through a share exchange with WRIT, whereby WRIT acquired 100% of the issued and outstanding capital stock of FRN in exchange for 100,000 shares of the Common Stock of WRIT. As a result of the reverse acquisition, FRN became WRIT’s wholly-owned subsidiary and the former FRN’s shareholders became controlling stockholders of WRIT. The share exchange transaction with WRIT was treated as a reverse acquisition, with FRN as the accounting acquirer and WRIT as the acquired party.

 

Consequently, the assets and liabilities and the historical operations were reflected in the consolidated financial statements for periods prior to the Share Exchange Agreement were those of FRN and will be recorded at the historical cost basis. After the completion of the Share Exchange Agreement, the Company’s consolidated financial statements included the assets and liabilities of both FRN and WRIT, the historical operations of FRN and the operations of WRIT from the closing date of the Share Exchange Agreement.

 

  10  
 

On July 7, 2011, we modified our February 2011 Share Exchange Agreement and agreed to assume $100,000 in new debt which is shown as a reduction of our Paid-In Capital.

 

While the core business of Front Row Networks remains the licensing, production, acquisition and distribution of music-related content and programming, the core business is dependent upon negotiating and financing projects with schedules that are solely determined by third parties, such as Artists and rights owners. In order to secure less cyclical entertainment product, the Company sought to license or purchase entertainment content that could be easily secured and distributed through the multiple distribution arrangements already established by the Company and via the rapidly growing marketplace represented by consumers of mobile, internet, and TV set-top devices. To reach this goal during the fiscal year, the Company set out to acquire exclusive branded content and entertainment programming, and achieved this goal through the acquisition of Amiga Games Inc.

 

On August 19, 2013, the Company completed an acquisition transaction through a share exchange with Amiga Games Inc., whereby WRIT acquired 100% of the issued and outstanding capital stock, assets, and trademarks of Amiga Games Inc. in exchange for 500,000 shares of the Common Stock of WRIT. As a result of the acquisition, Amiga Games Inc. became WRIT’s wholly-owned subsidiary.

 

Amiga Games Inc. licenses classic pre-Windows computer game libraries and adapts and republishes the most popular titles for smartphones, modern game consoles, PCs, tablets, and other television streaming devices. WRIT also established a new company, Retro Infinity Inc., to publish and brand games that were not originally released for Amiga brand computers. The two companies tap into the growing “retro gaming” marketplace, building on the "Amiga", “Atari”, and “MS-DOS” brands, delivering retro-gaming titles adapted for modern devices as well as merchandise featuring brands and characters from the games.

 

During the 2014 fiscal year, Amiga Games Inc. and Retro Infinity Inc. entered several marketing and distribution agreements, including those with Microsoft Corporation and Roku Inc. Both agreements include minimum guarantees, defined as advances against future sales. Additionally, the Retro Infinity Inc. licensed dozens of classic games for distribution via the Windows 8, Roku player, iOS (Apple), and Android platforms. Although it was the Company’s strategic goal to distribute a broad range of video game titles on the Windows 8 and iOS platforms in the 4th quarter of 2014, lack of operating capital caused the Company to temporarily halt software development funding, which delayed the Company’s overall gaming product release schedule. This temporary reduction in operating capital was due to mainly to regulatory delays encountered in structuring WRIT’s equity-line financing, and the Company’s difficulty in raising alternative investment capital, due to its sub-penny share price at the time.

 

On January 22, 2014, the Company changed the name of the corporation to WRIT Media Group, Inc., and authorized a 1 for 1,000 reverse split of the Company’s issued and outstanding shares of Common Stock. The name change was authorized to encompass the Company's broadened activities, including additional business plans and models, and the acquisition and formation of new subsidiaries. The equity restructuring was authorized to achieve the following: (a) price per share -- the rollback will increase the price per share to above $0.01, sub-penny markets are getting harder to trade and next to impossible to finance; (b) funding -- with a sub penny share price the Company was unable to fund because of dilution, post rollback the share price should be well above $0.01 and allow management to close on numerous funding opportunities that have been presented; (c) larger potential audience -- with a higher share price the Company will have access to investors who do not trade sub penny stocks such as institutions and Europeans; (d) listing in Europe -- the Company will now be able to list its common shares for trading on a European Stock Exchange, as co-listings in Europe are not accepted with a sub penny share price; and (e) acquisitions -- the Company will be able to use common shares to acquire larger assets and other industry related companies. 

 

  11  
 

On January 16, 2014 WRIT’s Equity Line Financing (“ELF”) agreement with Dutchess Opportunity Fund II, and its corresponding S1 registration statement, was declared effective by the SEC. The ELF agreement, executed in September 2013, allows but does not require WRIT to sell up to US$10,000,000 of common stock to Dutchess at a 5% discount to market price, during the 36 month term. Compared to the Company’s convertible debt financing, ELFs provide a lower discount to market that minimize dilution while increasing operating capital. This additional financing source allowed the company to reduce debt and reduce the balance of the more expensive convertible notes that were outstanding during the last quarter of the fiscal year. As of March 31, 2014, 21,829 common shares were sold generating a net amount to the company of $4,023.

 

On February 4, 2014 the Company completed its administrative and legal work with the Depository Trust & Clearing Corporation ("DTCC") and the DTCC's long-standing "Administrative Chill" on clearing WRIT stock certificates was removed. DTCC resumed accepting deposits of the Company's common stock for book entry transfer services. As a result, shareholders with online brokerage accounts at firms such as Scottrade, ETRADE, TD Ameritrade and other full service brokerage firms are allowed to deposit new shares of WRIT's common stock in the electronic system that controls clearance and settlement. The reinstatement of the DTC depository services is an instrumental and enormous accomplishment for WRIT, which greatly reduced the costs and expenses associated with private equity investments in the Company.

 

In September 2014 the Company launched two online point of sale platforms; www.RetroInfinity.com and www.AmigaGamesInc.com to market its “retro” gaming titles directly to consumers. Both sales platforms initially offer only downloads for windows based computers. The online store launch was completed in conjunction with an initial marketing program which featured NASCAR, the RWR Retro Infinity NASCAR race team, and the “Drive to Championship Weekend” branding program. In December 2014 the Company intended to launch additional titles on additional mobile platforms, such as Windows phone, iOS, and Android platforms, so that the video game titles can be downloaded as Apps on various mobile devices, the Company experienced additional financing delays which interrupted software development and caused the Company to reschedule the anticipated release on mobile platforms into 2015. The online store launch generated an increase in consumer traffic to the Company’s websites and created awareness in the Company’s product, but generated minimal sales, most consumers were interested only in the mobile versions of the gaming titles, which were not yet available and still in development.

 

The websites are currently being modified to accept payment for crowdfunding transactions, and we launched the Retro Infinity/Amiga Games crowdfunding platform, supported by a social marketing campaign, in the 3rd quarter of 2015. The initial crowdfunding campaign was not successful, so the Company is seeking additional financing from strategic partners that will allow the Company to resume and complete software development, and commence product marketing activities.

 

On June 25, 2015, the Company authorized a 1 for 200 reverse split of the Company’s issued and outstanding shares of Common Stock. The equity restructuring was authorized to achieve the following: (a) price per share -- the rollback will increase the price per share to above $0.01, sub-penny markets are getting harder to trade and next to impossible to finance; (b) funding -- with a sub penny share price the Company was unable to fund because of dilution, post rollback the share price should be well above $0.01 and allow management to close on numerous funding opportunities that have been presented; (c) larger potential audience -- with a higher share price the Company will have access to investors who do not trade sub penny stocks such as institutions and Europeans; (d) listing in Europe -- the Company will now be able to list its common shares for trading on a European Stock Exchange, as co-listings in Europe are not accepted with a sub penny share price; and (e) acquisitions -- the Company will be able to use common shares to acquire larger assets and other industry related companies. 

 

We believe WRIT is well positioned to benefit from the market growth and increased demand for mobile gaming content, and intend to continue to look for opportunities to finance and complete its software development so that it can distribute both music and video game content, though acquisitions and licensing arrangements. Throughout the year, the Company also intends to continue to explore business relationships with entities that have the resources to offer financing, distribution and marketing of WRIT’s product.

 

  12  
 

Results of Operations

 

Three Months Ended June 30, 2015 and 2014

 

Revenues. No revenues were recognized for the three months ended June 30, 2015 and 2014.

 

Wages and benefits.  Wages and benefits expenses of $75,000 increased by $6,453 and 9% for the three months ended June 30, 2015 as compared to the same period in 2014. The increase is mainly due to the Company issuing shares for payment of accrued salary.

 

Audit and accounting.  Audit and accounting expenses of $1,500 decreased $3,238 and 68% for the three months ended June 30, 2015 as compared to the same period in 2014. The decrease in the audit and accounting expense is mainly related to the Company accrual of accounting expenses.

 

Legal Fee.  Legal fee expenses of $750 decreased $16,153 and 96% for the three months ended June 30, 2015 as compared to the same period in 2014. The decrease in legal fee expense is mainly related to a decrease in financing activities.

 

Other general and administrative expenses. Other general and administrative expenses $227,164 increased by$183,922 and 425% for the three months ended June 30, 2015 as compared to the same period in 2014. Those expenses consist primarily of company’s business development, consulting fees and other expenses incurred in connection with general operations. The increase is mainly related to the consulting fees related to business development.


Loss from operations. Our loss from operations was $304,414 for the three months ended June 30, 2015 and $133,430 for the same period in 2014.

 

Interest expense. We incurred $94,440 interest expense for the three months ended June 30, 2015 and $24,581 for the same period in 2014. The increase in interest expense is mainly related to the increase of amortization of debt discount.

 

Net income or loss. As a result of the foregoing factors, we generated a net loss of $398,854 for the three months ended June 30, 2015, and we generated a net loss of $158,011 for the same period in 2014.

 

Liquidity and Capital Resources

 

As reflected in the accompanying consolidated financial statements, the Company has an accumulated deficit of $2,182,407 at June 30, 2015 that includes the net loss of $398,854 for the three months ended June 30, 2015. The Company also had a working capital deficiency of $625,729 as of June 30, 2015.  These factors raise substantial doubt about the ability of the Company to continue as a going concern. Although management is currently attempting to implement its business plan, and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful.

 

As of June 30, 2015 and March 31, 2015, we have $569 and $255 cash and cash equivalents, respectively. To date, we have financed our operations primarily through cash flows from borrowings from third and related parties.

 

Operating activities

 

Net Cash used in operating activities of $8,349 for the three months ended June 30, 2015 reflected our net loss of $398,854, adjusted for $249,185 of shares issued for services and $83,649 for amortization of debt discount. There was a decrease in accounts payable of $28,119. There was an increase in accrued liabilities of $85,790.

 

Net Cash used in operating activities of $172,242 for the three months ended June 30, 2014 reflected our net loss of $158,011, adjusted for $22,754 of amortization of debt discount. There were uses of cash by decreases in accounts receivable of $1,800, prepaid expenses and other assets of $1,815, accounts payable of $35,197. There was an increase in accrued liabilities of $1,827.

 

  13  
 

Investing activities

 

During the three months ended June 30, 2015 there were no investing activities.

 

During the three months ended June 30, 2014 the net cash used in investing activities is for payments for intangible assets of $153,455.

  

Financing activities

 

Net cash provided by financing activities of $8,663 for the three months ended June 30, 2015 includes funds of $3,000 borrowed from third party, proceeds from shares issued for cash of $5,000, advances from related party of $663

 

Net cash provided by financing activities of $304,781 for the three months ended June 30, 2014 includes cash receipt from subscription receivable of $25,000, funds of $58,000 borrowed from third party, payment of $5,000 in debts and proceeds shares issued for cash of $226,781.

 

Loan Commitments

 

Borrowings from Third Parties

 

On March 2, 2015, the Company borrowed $7,500 from Falmouth Street Holdings, LLC. The maturity date of this note is August 29, 2015 and this loan bears an interest rate of 12% per annum from the issuance date. The note is still outstanding as of June 30, 2015. As of today the debt is still outstanding and therefore is in default.

 

On June 9, 2015, the Company borrowed $3,300 from Mr. S. Karban. The maturity date of this note is June 22, 2015. This loan bears an interest rate of 10% per annum from the issuance date before default.  Interest on overdue principal after default accrues at an annual rate of 20%. The note is still outstanding as of June 30, 2015, and therefore is in default. As of today the debt is still outstanding and is in default.

 

Obligations under Material Contracts

 

Except with respect to the loan obligations disclosed above, we have no obligations to pay cash or deliver cash to any other party.

 

Inflation

 

Inflation and changing prices have not had a material effect on our business and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future. However, our management will closely monitor price changes in our industry and continually maintain effective cost controls in operations.

 

Off Balance Sheet Arrangements

 

We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.

 

Seasonality

 

Our operating results and operating cash flows historically have not been subject to seasonal variations. This pattern may change, however, as a result of new market opportunities or new product introduction.

 

  14  
 

Critical Accounting Policies

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial conditions and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements:

 

Long Lived Assets

 

In accordance with ASC 360 "Property Plant and Equipment," the Company reviews the carrying value of intangibles subject to amortization and long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value.

 

Recent Accounting Pronouncements

 

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

  

CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this Quarterly Report, we conducted an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on this evaluation, the CEO and CFO concluded that, because of the material weaknesses in our internal control over financial reporting described below, our disclosure controls and procedures were not effective as of June 30, 2015. See our discussion at “Item 9A Controls and Procedures” on Form 10-K for the year ended March 31, 2015.  

 

We have noted the following material weaknesses in our control environment: 

 

1. Material weaknesses in Our Control Environment. Our control environment did not sufficiently promote effective internal control over financial reporting throughout the organization. This material weakness exists because of the aggregate effect of multiple deficiencies in internal control which affect our control environment, including: a) the lack of an effective risk assessment process for the identification of fraud risks; b) the lack of an internal audit function or other effective mechanism for ongoing monitoring of the effectiveness of internal controls; c) and insufficient documentation and communication of our accounting policies and procedures as of June 30, 2015.

 

2. Material weaknesses in the staffing of our financial accounting department. Management had engaged an outside consultant to assist in the financial reporting. However, the number of qualified accounting personnel with experience in public company SEC reporting and GAAP is limited. This weakness does not enable us to maintain adequate controls over our financial accounting and reporting processes regarding the accounting for non-routine and non-systematic transactions. There is a risk that a material misstatement of the financial statements could be caused, or at least not be detected in a timely manner, by this shortage of qualified resources.

 

  15  
 

3. Material weaknesses in Segregation of Duties. The limited number of qualified accounting personnel results in an inability to have independent review and approval of financial accounting entries. Furthermore, management and financial accounting personnel have wide-spread access to create and post entries in our financial accounting system. There is a risk that a material misstatement of the financial statements could be caused, or at least not be detected in a timely manner, due to insufficient segregation of duties. Because of its inherent limitation, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management is still determining additional measures to remediate deficiencies related to staffing.

 

Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process certain safeguards to reduce, though not eliminate, this risk. Management is responsible for establishing and maintaining adequate internal control over our financial reporting.

  

Changes in Internal Controls

 

There have been no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

LEGAL PROCEEDINGS

 

There is no litigation pending or threatened by or against the Company.

 

Exhibits.

 

Consolidated Financial statements are included in the body of this report.

 

Exhibit Index:

 

*  Rule 15d-14(a) Certifications  Exhibit (31)(i) and (ii)
* Section 1350 Certification    Exhibit (32)

 

  16  
 

Signatures.

 

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

 

  WRITERS’ GROUP FILM CORP  
       
January 27, 2016 By: /s/ Eric Mitchell  
    Eric Mitchell, President and Sole Director  
       
  By: /s/ Eric Mitchell  
    Chief Financial Officer and Chief Accounting Officer/Controller  
       

 

  17  

 



EXHIBIT 31.1

 

WRIT MEDIA GROUP, INC.

a Delaware corporation

8200 Wilshire Boulevard,

Suite 200

Beverly Hills, CA 90211

310.461.3737

 

Rule 15d­14(a) Certifications

 

I, Eric Mitchell, certify that:

1. I have reviewed this 10­Q of WRIT Media Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a­15(e) and 15d­15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a­15(f) and 15d­15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 27, 2016

By: /s/ Eric Mitchell

Eric Mitchell,

President, Principal Executive Officer



EXHIBIT 31.2

 

WRIT MEDIA GROUP, INC.

a Delaware corporation

8200 Wilshire Boulevard,

Suite 200

Beverly Hills, CA 90211

310.461.3737

 

Rule 15d-14(a) Certification

 

I, Eric Mitchell, certify that:

1. I have reviewed this 10-Q of WRIT Media Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: January 27, 2016

By: /s/ Eric Mitchell

Eric Mitchell,

Treasurer and Director, Principal Financial Officer



EXHIBIT 32.1

 

WRIT MEDIA GROUP, INC.

8200 Wilshire Boulevard,

Suite 200

Beverly Hills, CA 90211

310.461.3737

 

Section 1350 Certification

As Adopted Pursuant To

Section 906 Of The Sarbanes-Oxley Act Of 2002

 

Certification of the Principal Executive Officer and Principal Financial Officer

 

In connection with the Form 10-Q of WRIT Media Group, Inc. (the “Company”) for the annual period ended June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned Principal Executive Officer and Principal Financial Officer of the Company certifies, to the best knowledge and belief of the signatory, pursuant to Section 1350 of Chapter 63 of title 18 of the United States Code (18 U.S.C. 1350), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Report fully complies with the requirements of Section 15(d) and Section 12(g) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: January 27, 2016

By: /s/ Eric Mitchell

Eric Mitchell,

President, Principal Executive Officer

 

Date: January 27, 2016

By: /s/ Eric Mitchell

Eric Mitchell,

Treasurer, Principal Financial Officer

 

This certification accompanying the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.



v3.3.1.900
Document and Entity Information - shares
3 Months Ended
Jun. 30, 2015
Jan. 26, 2016
Entity Registrant Name Writ Media Group, Inc.  
Entity Central Index Key 0001413547  
Document Type 10-Q  
Document Period End Date Jun. 30, 2015  
Amendment Flag false  
Current Fiscal Year End Date --03-31  
Is Entity a Well-known Seasoned Issuer? No  
Is Entity a Voluntary Filer? No  
Is Entity's Reporting Status Current? Yes  
Entity Filer Category Smaller Reporting Company  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2015  
Common Stock    
Entity Common Stock, Shares Outstanding   2,332,372
Preferred Stock    
Entity Common Stock, Shares Outstanding   7,500


v3.3.1.900
Balance Sheets (Unaudited) - USD ($)
Jun. 30, 2015
Mar. 31, 2015
Current Assets    
Cash and cash equivalents $ 569 $ 255
Accounts receivable 470 470
Total current assets 1,039 725
Long Term Assets    
Property, plant and equipment, net 1,112 1,112
Total Assets 2,151 1,837
Current Liabilities    
Accounts payable $ 282,730 198,349
Accounts payable, related party 112,500
Accrued liability $ 58,982 106,442
Convertible debts, net of unamortized discount of $20,487 and $103,836, respectively 208,688 131,089
Notes payable 10,800 7,500
Due to related parties 10,173 9,510
Deferred Revenue 55,395 55,395
Total current liabilities 626,768 620,785
Total Liabilities 626,768 620,785
Shareholders' Deficit    
Common stock, $0.00001 par, 20,000,000,000 shares authorized, 2,306,056 and 194,378 shares issued and outstanding, respectively 23 2
Additional paid in capital 1,557,767 1,164,603
Accumulated deficit (2,182,407) (1,783,553)
Total shareholders' deficit (624,617) (618,948)
Total Liabilities and Shareholders' deficit $ 2,151 $ 1,837
Preferred Stock - Series A    
Shareholders' Deficit    
Preferred Stock: Series A convertible preferred stock, $.00001 par, 130,000,000 shares authorized, 7,500 and 10,000 shares issued and outstanding, respectively; Series B convertible preferred stock, $.00001 par, 70,000,000 shares authorized, none issued and outstanding; Series C convertible preferred stock, $.00001 par, 20,000,000 shares authorized, none issued and outstanding
Preferred Series B    
Shareholders' Deficit    
Preferred Stock: Series A convertible preferred stock, $.00001 par, 130,000,000 shares authorized, 7,500 and 10,000 shares issued and outstanding, respectively; Series B convertible preferred stock, $.00001 par, 70,000,000 shares authorized, none issued and outstanding; Series C convertible preferred stock, $.00001 par, 20,000,000 shares authorized, none issued and outstanding
Preferred Series C    
Shareholders' Deficit    
Preferred Stock: Series A convertible preferred stock, $.00001 par, 130,000,000 shares authorized, 7,500 and 10,000 shares issued and outstanding, respectively; Series B convertible preferred stock, $.00001 par, 70,000,000 shares authorized, none issued and outstanding; Series C convertible preferred stock, $.00001 par, 20,000,000 shares authorized, none issued and outstanding


v3.3.1.900
Balance Sheets (Parenthetical) - USD ($)
Jun. 30, 2015
Mar. 31, 2015
Current Liabilities    
Unamortized discount on Convertible debts $ 20,487 $ 103,836
Shareholders' Equity    
Common stock, Par value $ .00001 $ .00001
Common stock, shares authorized 20,000,000,000 20,000,000,000
Common stock, shares issued 2,306,056 194,378
Common stock, shares outstanding 2,306,056 194,378
Preferred Stock - Series A    
Shareholders' Equity    
Preferred stock, Par value $ .00001 $ .00001
Preferred stock, authorized 130,000,000 130,000,000
Preferred stock, issued 7,500 10,000
Preferred stock, outstanding 7,500 10,000
Preferred Series B    
Shareholders' Equity    
Preferred stock, Par value $ 0.00001 $ 0.00001
Preferred stock, authorized 70,000,000 70,000,000
Preferred stock, issued
Preferred stock, outstanding
Preferred Series C    
Shareholders' Equity    
Preferred stock, Par value $ 0.00001 $ 0.00001
Preferred stock, authorized 20,000,000 20,000,000
Preferred stock, issued
Preferred stock, outstanding


v3.3.1.900
Statements of Operations (Unaudited) - USD ($)
3 Months Ended
Jun. 30, 2015
Jun. 30, 2014
Operating Costs and Expenses    
Wages and benefits $ 75,000 $ 68,547
Audit and accounting 1,500 4,738
Legal fee 750 16,903
Other general and administrative 227,164 43,242
Total operating expenses 304,414 133,430
Loss from operations (304,414) (133,430)
Other income (expense)    
Interest expense (94,440) (24,581)
Net loss $ (398,854) $ (158,011)
Net loss per share:    
Basic $ (0.42) $ (2.36)
Diluted $ (0.42) $ (2.36)
Weighted average common shares outstanding:    
Basic 949,532 67,062
Diluted 949,532 67,062


v3.3.1.900
Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended
Jun. 30, 2015
Jun. 30, 2014
Cash Flows From Operating Activities    
Net loss $ (398,854) $ (158,011)
Adjustments to reconcile net loss to net cash used in operating activities:    
Shares issued for services 249,185
Amortization of debt discount $ 83,649 $ 22,754
Changes in operating assets and liabilities:    
Accounts receivable (1,800)
Prepaid expenses and other assets (1,815)
Accounts payable $ (28,119) (35,197)
Accrued liabilities 85,790 1,827
Net cash used in operating activities $ (8,349) (172,242)
Cash Flows From Investing Activities    
Cash paid for software development costs and license (120,005)
Cash paid for software development costs incurred on account in prior year (33,450)
Net cash used in investing activities $ (153,455)
Cash Flows From Financing Activities    
Advances from related party $ 663
Cash received from subscription receivable $ 25,000
Proceeds from sale of stock $ 5,000 226,781
Borrowing on short term notes payable $ 3,000 58,000
Payment of short-term notes payable (5,000)
Net cash provided by financing activities $ 8,663 304,781
Net increase (decrease) in cash and cash equivalents 314 (20,916)
Cash and cash equivalents, beginning of period 255 25,810
Cash and cash equivalents, end of period $ 569 $ 4,894
Supplemental disclsoure information:    
Income taxes paid
Interest paid
Non-cash financing activities:    
Common Shares issued for convertible debt and accrued interest $ 5,750 $ 42,312
Reclassification of related party accounts payable to accounts payable $ 112,500
Reclassification of accrued interest to convertible debt $ 1,827
Reclassification of debt to additional paid in capital due to beneficial conversion feature $ 32,599
Common Shares issued for accrued compensation $ 133,250
Common Shares issued for series A convertible preferred stock 11


v3.3.1.900
1. ORGANIZATION, BUSINESS OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Jun. 30, 2015
Accounting Policies [Abstract]  
1. ORGANIZATION, BUSINESS OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 – ORGANIZATION, BUSINESS OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

 

Organization and Business Operations

 

WRIT Media Group, Inc. (“we”, “our”, “WRIT” or the “Company”) (formerly Writers’ Group Film Corp.) was incorporated in Delaware on March 9, 2007 to produce films, television programs and similar entertainment programs for various media formats. The Company has three wholly owned subsidiaries: Front Row Networks, Inc., Amiga Games, Inc., and Retro Infinity, Inc.

 

Front Row Networks, Inc. is a content creation company which produces, acquires and distributes live concerts in 3D for initial worldwide digital broadcast into digitally-enabled movie theaters, TV and mobile streaming providers.

 

On August 19, 2013, the Company acquired certain software through the purchase of 100% of Amiga Games Inc. in exchange for 500,000 shares. Amiga Games Inc. became WRIT’s wholly-owned subsidiary.

 

Amiga Games Inc. licenses classic pre-Windows computer game libraries and adapts and republishes the most popular titles for smartphones, modern game consoles, PCs, tablets, and other television streaming devices.

 

WRIT also established a new company, Retro Infinity Inc., to publish and brand games that were not originally released for Amiga brand computers. The two companies tap into the growing “retro gaming” marketplace, building on the "Amiga", “Atari”, and “MS-DOS” brands, delivering retro-gaming titles adapted for modern devices as well as merchandise featuring brands and characters from the games.

 

On January 22, 2014, the Company changed the name of the corporation to WRIT Media Group, Inc.

 

The accompanying unaudited interim financial statements of WRIT Media Group, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the initial period ended March 31, 2015 as filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements as reported in the annual report on Form 10-K have been omitted.



v3.3.1.900
2. GOING CONCERN
3 Months Ended
Jun. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
2. GOING CONCERN

NOTE 2 – GOING CONCERN

 

As reflected in the accompanying consolidated financial statements, the Company has an accumulated deficit of $2,182,407 which includes a loss of $398,854 at June 30, 2015 and a working capital deficiency of $625,729. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might result from outcome of this uncertainty. Although management is currently attempting to implement its business plan, and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful.



v3.3.1.900
3. NOTES PAYABLE
3 Months Ended
Jun. 30, 2015
Payables and Accruals [Abstract]  
3. NOTES PAYABLE

NOTE 3 – NOTES PAYABLE

 

Note payable consists of the following:

   

June 30,

2015

 

March 31,

2015

Note payable   $ 10,800     $ 7,500  

 

Falmouth Street Holdings, LLC

 

On March 2, 2015, the Company borrowed $7,500 from Falmouth Street Holdings, LLC. The maturity date of this note is August 29, 2015 and this loan bears an interest rate of 12% per annum from the issuance date. The note is still outstanding as of June 30, 2015. As of today the debt is still outstanding and therefore is in default.

 

S. Karban

 

On June 9, 2015, the Company borrowed $3,300 from S.Karban and $3,000 was received with the remaining $300 recorded as debt discount. The maturity date of this note is June 22, 2015, and this loan bears an interest rate of 10% per annum from the issuance date. As of June 30, 2015 and today, the note is still outstanding and therefore in default. During the three months ended June 30, 2015, $300 was recorded as amortization of debt discount.



v3.3.1.900
4. CONVERTIBLE DEBT
3 Months Ended
Jun. 30, 2015
Debt Disclosure [Abstract]  
4. CONVERTIBLE DEBT

NOTE 4 – CONVERTIBLE DEBT

 

Convertible debt outstanding, net of debt discount of $103,836 on March 31, 2015   $ 131,089  
Less: principal converted into common stock     (5,750 )
Add: amortization of debt discount     83,349  
Convertible debt outstanding, net of debt discount of $20,487 on June 30, 2015   $ 208,688  

 

During the three months ended June 30, 2015, $5,750 of convertible debts was converted into 25,879 shares of common stock.

 

Magna Group LLC/Hanover Holdings

 

On July 10, 2014, the Company borrowed a convertible promissory note of $22,000 from Hanover Holdings I, LLC. The maturity date of this note is July 10, 2015. This loan bears an interest rate of 12% per annum. Interest on overdue principal after default accrues at an annual rate of 22%. The conversion price is 55% multiplied by the lowest value weighted average price (VWAP) for the Common Stock during the 5 trading day period ending on the latest complete trading day prior to the conversion date. The conversion price has a floor price of $.008 per share. An amount equal to $2,500 of the principal balance of the note was converted into 4,545 common shares on February 4, 2015, leaving a principal balance of $19,500 as of March 31, 2015. During April 2015, an amount equal to $5,750 of the principal balance of the note was converted into 25,879 common shares. As of June 30, 2015, the principal balance of the note is $13,750. As of today the debt is still outstanding and therefore is in default.

 

On September 10, 2014, the Company borrowed a convertible promissory note of $33,000 from Magna Equities II, LLC. The maturity date of this note is September 10, 2015. This loan bears an interest rate of 12% per annum. Interest on overdue principal after default accrues at an annual rate of 22%. The conversion price is 55% multiplied by the lowest value weighted average price (VWAP) for the Common Stock during the 5 trading day period ending on the latest complete trading day prior to the conversion date. The conversion price has a floor price of $.008 per share. As of June 30, 2015, the note is not converted yet and is still outstanding. As of today the debt is still outstanding and therefore is in default.

 

On October 28, 2014, the Company borrowed a convertible promissory note of $25,000 from Magna Equities II, LLC. The maturity date of this note is October 28, 2015. This loan bears an interest rate of 12% per annum. Interest on overdue principal after default accrues at an annual rate of 22%. The conversion price is 55% multiplied by the lowest value weighted average price (VWAP) for the Common Stock during the 5 trading day period ending on the latest complete trading day prior to the conversion date. The conversion price has a floor price of $.008 per share. As of June 30, 2015, the note is not converted yet and is still outstanding. As of today the debt is still outstanding and therefore is in default.

 

On December 17, 2014, the Company borrowed a convertible promissory note of $14,000 from Magna Equities II, LLC. The maturity date of this note is December 17, 2015. This loan bears an interest rate of 12% per annum. Interest on overdue principal after default accrues at an annual rate of 22%. The conversion price is 55% multiplied by the lowest value weighted average price (VWAP) for the Common Stock during the 5 trading day period ending on the latest complete trading day prior to the conversion date. The conversion price has a floor price of $.008 per share. As of June 30, 2015, the note is not converted yet and is still outstanding. As of today the debt is still outstanding and therefore is in default.

 

The Company evaluated the embedded conversion feature within the above Magna convertible notes payable under ASC 815-15 and ASC 81 -40 and determined embedded conversion feature does not meet the definition of a liability. Then the Company evaluated the conversion feature for a beneficial conversion feature at inception. The Company accounted for the intrinsic value of a Beneficial Conversion Feature inherent to the convertible notes payable and a total debt discount of $87,203 was recorded on the Magna notes. During the period ended June 30, 2015, debt discount of $21,128 was amortized, and the unamortized debt discount is $20,487 as of June 30, 2015.

 

KBM Worldwide Inc.

 

On June 3, 2014, the Company borrowed $53,000 from KBM Worldwide Inc. The maturity date of this note is March 5, 2015. This loan bears an interest rate of 8% per annum. Interest on overdue principal after default accrues at an annual rate of 22%. After 180 days following the date of the note, KBM Worldwide Inc. has the right to convert all or a portion of the remaining outstanding principal amount of this note into shares of the Company’s Common Stock. The conversion price will be 55% multiplied by the lowest three trading prices for the Common Stock during the 10 trading day period ending on the latest complete trading day prior to the conversion date. The conversion price has a floor price of $.008 per share. As of March 31, 2015, KBM Worldwide Inc. converted debt principal of $5,735 into 8,193 common shares, bringing the note balance to $47,265. As of June 30, 2015, the note is still outstanding. As of today the debt is still outstanding and therefore is in default.

 

On July 29, 2014, the Company borrowed a convertible promissory note of $32,500 from KBM Worldwide, Inc. The maturity date of this note is May 1, 2015. This loan bears an interest rate of 8% per annum. Interest on overdue principal after default accrues at an annual rate of 22%. After 180 days following the date of the note, KBM Worldwide Inc. has the right to convert all or a portion of the remaining outstanding principal amount of this note into shares of the Company’s Common Stock. The conversion price is 55% multiplied by the average of the lowest 3 trading day prices for the Common Stock during the 10 trading day period ending on the latest complete trading day prior to the conversion date. On July 30, 2014, an amendment to the note defined a floor to the conversion price to be $.008 per share. As of June 30, 2015, the note is not converted yet and is still outstanding. As of today the debt is still outstanding and therefore is in default.

 

On September 15, 2014, the Company borrowed a convertible promissory note of $63,000 from KBM Worldwide, Inc. The maturity date of this note is June 17, 2015. This loan bears an interest rate of 8% per annum. Interest on overdue principal after default accrues at an annual rate of 22%. After 180 days following the date of the note, KBM Worldwide Inc. has the right to convert all or a portion of the remaining outstanding principal amount of this note into shares of the Company’s Common Stock. The conversion price is 55% multiplied by the average of the lowest 3 trading day prices for the Common Stock during the 10 trading day period ending on the latest complete trading day prior to the conversion date. The conversion price has a floor price of $.008 per share. As of June 30, 2015, the note is not converted yet and is still outstanding. As of today the debt is still outstanding and therefore is in default.

 

The Company evaluated the embedded conversion feature within the above KBM convertible notes payable under ASC 815-15 and ASC 81 -40 and determined embedded conversion feature does not meet the definition of a liability. Then the Company evaluated the conversion feature for a beneficial conversion feature at inception. The Company accounted for the intrinsic value of a Beneficial Conversion Feature inherent to the convertible notes payable and a total debt discount of $148,500 was recorded on the KBM notes. During the period ended June 30, 2015, debt discount of $62,221 was amortized, and the unamortized debt discount is $0 as of June 30, 2015.

 

Other Convertible Notes

 

Convertible debts were issued September 2009, bearing interest at a rate of 8% per annum, due in one year, and are convertible at $2.00 per share. The note is in default. During the year ended March 31, 2015, debt principal of $2,470 and interest of $104 reclassified into note principal were converted into 6,427 common shares. As of March 31, 2015, other convertible notes have a principal balance of $660. As of June 30, 2015, other convertible notes have a principal balance of $660.



v3.3.1.900
5. PREFERRED STOCK
3 Months Ended
Jun. 30, 2015
Equity [Abstract]  
5. PREFERRED STOCK

NOTE 5 – PREFERRED STOCK

 

Each share of Series A preferred stock is convertible at any time into the number of common shares equal to four times the sum of all outstanding common and Series B and Series C preferred shares at the time of conversion divided by the number of Series A preferred shares. Series A shareholders may receive dividends as declared by the Board.  The Company has 10,000 Series A preferred shares outstanding at March 31, 2015.

 

On June 15, 2015, EAM Delaware LLC, a Delaware limited liability company controlled by Eric Mitchell, the current President and Chairman of WRIT Media Group, Inc., converted 2,500 Preferred Series A shares into 1,133,030 common shares.

 

Each share of Series B preferred stock is convertible into the number of common shares equal to the designated $2 initial price of the Series B preferred stock divided by one hundred times the par value of the common stock subject to adjustments as may be determined by the Board of Directors from time to time. Series B shareholders may receive dividends as declared by the Board. The Company has no Series B shares outstanding at March 31, 2015 and June 30, 2015.

 

Each share of Series C preferred stock is convertible at any time into 500 common shares.  Series C holders may receive dividends as declared by the Board. The Company has no Series C shares outstanding at March 31, 2015 and June 30, 2015.

 

The Company evaluated the application of ASC 815-15 and ASC 815-40 for the embedded conversion feature of preferred stock listed above and concluded the embedded conversion option should be classified as equity.



v3.3.1.900
6. EQUITY
3 Months Ended
Jun. 30, 2015
Equity [Abstract]  
6. EQUITY

NOTE 6 – EQUITY

 

On June 25, 2015, shareholders approved of a 1 for 200 reverse split of the Company’s issued and outstanding common shares. The Company accounted for the reverse stock split retrospectively and is presented accordingly in the Company’s financial statements as of June 30, 2015 and March 31, 2015.

 

Common Shares issued for convertible notes and accrued interest:

 

During the three months ended June 30, 2015, $5,750 of convertible debt was converted into 25,879 shares of common stock. See Note 4.

 

Common Shares issued for cash

 

During the three months ended June 30, 2015, the Company issued 37,500 common shares for cash totaling $5,000.

 

Common Shares issued for services

 

During the three months ended June 30, 2015, the Company issued 268,554 shares to Eric Mitchell, the Company CEO and CFO, as compensation and to settle accrued compensation at their aggregate fair value of $133,250.

 

During the three months ended June 30, 2015, the Company issued 646,715 shares to third party consultants as compensation at their fair value of $249,185.

 

Common Shares issued for convertible Series A Preferred stock:

 

On June 15, 2015, EAM Delaware LLC, a Delaware limited liability company controlled by Eric Mitchell, the current President and Chairman of WRIT Media Group, Inc., converted 2,500 Preferred Series A shares into 1,133,030 common shares.

 

Warrants Issued

 

Under a subscription agreement dated March 18, 2014, the Company issued 3,125 restricted common shares to Irwin Zalcberg for cash totaling $50,000. Along with the subscription agreement, the Company issued warrants to purchase 3,125 shares of common stock. The warrants expire 2 years after issuance and have an exercise price of $24.00. The warrants do not entitle the holder to any voting rights or other rights as a shareholder of the Company. The warrants remain un-exercised.

 

Under a subscription agreement dated April 21, 2014, the Company issued 16,667 restricted common shares to Irwin Zalcberg for cash totaling $200,000. Along with the subscription agreement, the Company issued warrants to purchase 20,833 shares of common stock. The warrants expire 2 years after issuance and have an exercise price of $50.00. The warrants do not entitle the holder to any voting rights or other rights as a shareholder of the Company. The warrants remain un-exercised.

 

The following table summarizes the Company’s warrant activity for the period ended June 30, 2015:

 

    Number of Units   Weighted-Average Exercise Price   Weighted-Average Remaining Contractual Term (in years)   Intrinsic value
  Outstanding at March 31, 2015       23,958     $ 46.00       1.05     $ —    
  Issuance       —         —         —         —    
  Exercises       —         —         —         —    
  Forfeitures       —         —         —         —    
 

Outstanding at

June 30,  2015

      23,958     $ 46.00       0.80     $ —    

 

  



v3.3.1.900
7. RELATED PARTY BALANCES AND TRANSACTIONS
3 Months Ended
Jun. 30, 2015
Related Party Transactions [Abstract]  
7. RELATED PARTY BALANCES AND TRANSACTIONS

NOTE 7 – RELATED PARTY BALANCES AND TRANSACTIONS

 

During the three months ended June 30, 2015, the Company incurred $75,000 compensation expense for Eric Mitchell, the Company CEO and CFO. Out of the $157,636 compensation expense consisting of $75,000 for the current period and $82,636 from prior year, $0 was paid in cash; $133,250 was paid by issuance of common stock to settle accrued compensation, while the remaining $24,386 was still not paid. As of June 30, 2015 and March 31, 2015, the accrued compensation owed to Eric Mitchell is $24,386 and $82,636, respectively.

 

During the three months ended June 30, 2015, an aggregate amount of $10,173 was advanced by Eric Mitchell and the advance is due on demand with 0% interest.

 

During the three months ended June 30, 2015, the Company reclassified DEVCAP Partners LLC related party accounts payable of $112,500 to accounts payable due to the fact that DEVCAP Partners LLC owns less than 10% of the Company’s issued and outstanding common shares.



v3.3.1.900
8. SUBSEQUENT EVENTS
3 Months Ended
Jun. 30, 2015
Subsequent Events [Abstract]  
8. SUBSEQUENT EVENTS

NOTE 8 – SUBSEQUENT EVENTS

 

On July 2, 2015 the Company issued a Subscription receivable for cash totaling $5,000 in exchange for shares totaling 26,316.

 

On July 22, 2015, the Company converted software development cost incurred on account of $67,024 into an 18% Note Payable.

 

On August 4, 2015, the Company converted accounts payable of $112,500 into a 12% Note Payable.

 

On August 24, 2015, the Company converted software development cost incurred on account of $75,520 into an 18% Note Payable.



v3.3.1.900
1. ORGANIZATION, BUSINESS OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended
Jun. 30, 2015
Accounting Policies [Abstract]  
Organization and Business Operations

Organization and Business Operations

 

WRIT Media Group, Inc. (“we”, “our”, “WRIT” or the “Company”) (formerly Writers’ Group Film Corp.) was incorporated in Delaware on March 9, 2007 to produce films, television programs and similar entertainment programs for various media formats. The Company has three wholly owned subsidiaries: Front Row Networks, Inc., Amiga Games, Inc., and Retro Infinity, Inc.

 

Front Row Networks, Inc. is a content creation company which produces, acquires and distributes live concerts in 3D for initial worldwide digital broadcast into digitally-enabled movie theaters, TV and mobile streaming providers.

 

On August 19, 2013, the Company acquired certain software through the purchase of 100% of Amiga Games Inc. in exchange for 500,000 shares. Amiga Games Inc. became WRIT’s wholly-owned subsidiary.

 

Amiga Games Inc. licenses classic pre-Windows computer game libraries and adapts and republishes the most popular titles for smartphones, modern game consoles, PCs, tablets, and other television streaming devices.

 

WRIT also established a new company, Retro Infinity Inc., to publish and brand games that were not originally released for Amiga brand computers. The two companies tap into the growing “retro gaming” marketplace, building on the "Amiga", “Atari”, and “MS-DOS” brands, delivering retro-gaming titles adapted for modern devices as well as merchandise featuring brands and characters from the games.

 

On January 22, 2014, the Company changed the name of the corporation to WRIT Media Group, Inc.

 

The accompanying unaudited interim financial statements of WRIT Media Group, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the initial period ended March 31, 2015 as filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements as reported in the annual report on Form 10-K have been omitted.



v3.3.1.900
3. NOTES PAYABLE (Tables)
3 Months Ended
Jun. 30, 2015
Payables and Accruals [Abstract]  
Notes Payable
   

June 30,

2015

 

March 31,

2015

Note payable   $ 10,800     $ 7,500  


v3.3.1.900
4. CONVERTIBLE DEBT (Tables)
3 Months Ended
Jun. 30, 2015
Debt Disclosure [Abstract]  
Convertible Debt
Convertible debt outstanding, net of debt discount of $103,836 on March 31, 2015   $ 131,089  
Less: principal converted into common stock     (5,750 )
Add: amortization of debt discount     83,349  
Convertible debt outstanding, net of debt discount of $20,487 on June 30, 2015   $ 208,688  


v3.3.1.900
6. EQUITY (Tables)
3 Months Ended
Jun. 30, 2015
Equity [Abstract]  
Warrant Activity
    Number of Units   Weighted-Average Exercise Price   Weighted-Average Remaining Contractual Term (in years)   Intrinsic value
  Outstanding at March 31, 2015       23,958     $ 46.00       1.05     $ —    
  Issuance       —         —         —         —    
  Exercises       —         —         —         —    
  Forfeitures       —         —         —         —    
 

Outstanding at

June 30,  2015

      23,958     $ 46.00       0.80     $ —    


v3.3.1.900
2. GOING CONCERN (Details Narrative) - USD ($)
3 Months Ended
Jun. 30, 2015
Jun. 30, 2014
Mar. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]      
Accumulated Deficit $ (2,182,407)   $ (1,783,553)
Loss (398,854) $ (158,011)  
Working Capital Deficiency $ (625,729)    


v3.3.1.900
3. NOTES PAYABLE - Notes Payable (Details) - USD ($)
Jun. 30, 2015
Mar. 31, 2015
Payables and Accruals [Abstract]    
Note payable $ 10,800 $ 7,500


v3.3.1.900
3. NOTES PAYABLE (Details Narrative) - USD ($)
3 Months Ended 12 Months Ended
Jun. 30, 2015
Mar. 31, 2015
Falmouth Street Holdings    
Amount Borrowed   $ 7,500
Maturity Date   Aug. 29, 2015
Interest Rate   12.00%
S. Karban    
Amount Borrowed $ 3,300  
Maturity Date Jun. 22, 2015  
Interest Rate 10.00%  
Modified Debt, Principal Amount $ 3,000  
Debt Discount $ 300  


v3.3.1.900
4. CONVERTIBLE DEBT - Convertible Debt (Details) - USD ($)
3 Months Ended
Jun. 30, 2015
Jun. 30, 2014
Add: amortization of debt discount $ 83,649 $ 22,754
Convertible Debt [Member]    
Convertible debt outstanding, Beginning 131,089  
Less: principal converted into common stock (5,750)  
Add: amortization of debt discount 83,349  
Convertible debt outstanding, Ending $ 208,688  


v3.3.1.900
4. CONVERTIBLE DEBT (Details Narrative) - USD ($)
3 Months Ended
Jun. 30, 2015
Jun. 30, 2014
Mar. 31, 2015
Convertible Debt Outstanding $ 208,688   $ 131,089
Amortization of debt discount 83,649 $ 22,754  
Convertible Debt [Member]      
Convertible Debt Converted, Value $ 5,750    
Convertible Debt Converted, Shares 25,879    
Convertible Debt $ 208,688   $ 131,089
Amortization of debt discount 83,349    
Magna Group LLC/Hanover Holdings - July 10, 2014 Assignment (1)      
Convertible Debt Converted, Value $ 5,465    
Convertible Debt Converted, Shares 994    
Accrued Interest Converted $ 8,250    
Convertible Debt $ 13,750    
Interest Rate 12.00%    
Magna Group LLC/Hanover Holdings - September 10, 2014      
Convertible Debt $ 33,000    
Interest Rate 12.00%    
Convertible Debt Outstanding $ 33,000    
Magna Group LLC/Hanover Holdings - October 28, 2014      
Convertible Debt $ 25,000    
Interest Rate 12.00%    
Convertible Debt Outstanding $ 250,000    
Magna Group LLC/Hanover Holdings - December 17, 2014      
Convertible Debt $ 14,000    
Interest Rate 12.00%    
Convertible Debt Outstanding $ 14,000    
Magna Group LLC/Hanover Holdings      
Amortization of debt discount 21,128    
Debt Discount, Unamortized 20,487    
KBM Worldwide Inc. - June 3, 2014      
Convertible Debt Converted, Value $ 5,735    
Convertible Debt Converted, Shares 8,193    
Convertible Debt $ 53,000    
Interest Rate 8.00%    
Convertible Debt Outstanding $ 47,265    
KBM Worldwide Inc. - July 29, 2014      
Convertible Debt $ 32,500    
Interest Rate 22.00%    
Convertible Debt Outstanding $ 32,500    
KBM Worldwide Inc. - September 15, 2014      
Convertible Debt $ 63,000    
Interest Rate 22.00%    
Convertible Debt Outstanding $ 63,000    
KBM Worldwide Inc.      
Amortization of debt discount 62,221    
Debt Discount, Unamortized $ 0    


v3.3.1.900
5. PREFERRED STOCK (Details Narrative) - shares
Jun. 30, 2015
Mar. 31, 2015
Jun. 30, 2014
Common Shares Issuable upon Conversion 11  
Preferred Stock - Series A      
Preferred stock, outstanding 7,500 10,000  
Common Shares Issuable upon Conversion 2,500    
Preferred Series C      
Preferred stock, outstanding  
Common Shares Issuable upon Conversion 500    
Preferred Stock - Series A      
Preferred stock, outstanding   10,000  


v3.3.1.900
6. EQUITY - Warrant Activity (Details)
3 Months Ended
Jun. 30, 2015
USD ($)
$ / shares
shares
Equity [Abstract]  
Outstanding, Beginning | $ $ 23,958
Outstanding, Beginning, Per Share $ 46.00
Outstanding, Weighted Average Remaining Contractual Term, Beginning 1 year 1 month
Outstanding, Intrinsic Value, Beginning | $
Issuance, Units | shares
Issuance, Weighted Average Exercise Price
Exercises, Units | shares
Exercises, Weighted Average Exercise Price
Forfeitures, Units | shares
Forfeitures, Weighted Average Exercise Price
Outstanding, Ending | $ $ 23,958
Outstanding, Ending, Per Share $ 46.00
Outstanding, Weighted Average Remaining Contractual Term, Ending 10 months
Outstanding, Intrinsic Value, Ending | $


v3.3.1.900
6. EQUITY (Details Narrative) - USD ($)
3 Months Ended
Jun. 30, 2015
Jun. 30, 2014
Apr. 21, 2014
Mar. 18, 2014
Equity [Abstract]        
Shares issued for convertible notes, Shares 25,879      
Shares issued for convertible notes, Value $ 5,750 $ 42,312    
Shares issued for cash, Shares 37,500      
Shares issued for cash, Value $ 5,000      
Shares issued for services, Shares 646,715      
Shares issued for services, Value $ 249,185    
Shares issued for accrued compensation, Shares 268,554      
Shares issued for accrued compensation, Value $ 133,250    
Warrants Issued, Shares     16,667 3,125
Warrants Issued, Value     $ 200,000 $ 50,000


v3.3.1.900
7. RELATED PARTY BALANCES AND TRANSACTIONS (Details Narrative) - USD ($)
3 Months Ended
Jun. 30, 2015
Jun. 30, 2014
Mar. 31, 2015
Advances from Related Party $ 663  
Eric Mitchell      
Compensation Expense 75,000    
Accrued Compensation Expense Payable 82,636   $ 24,386
Advances from Related Party 10,173    
DEVCAP Partners LLC      
Advances from Related Party $ 112,500    


v3.3.1.900
8. SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($)
Aug. 24, 2015
Aug. 04, 2015
Jul. 22, 2015
Jul. 02, 2015
Subscription Receivable, Value       $ 5,000
Subscription Receivable, Shares       26,316
Note Payable $ 75,520 $ 112,500 $ 67,024  
Note Payable, Interest Rate 18.00% 12.00% 18.00%  
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