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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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:
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.
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WRITERS’ GROUP FILM CORP |
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January 27, 2016 |
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/s/ Eric Mitchell |
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Eric Mitchell, President and Sole Director |
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/s/ Eric Mitchell |
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Chief Financial Officer and Chief Accounting Officer/Controller |
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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.
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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, $.00001 par, 20,000,000 shares authorized, none issued and outstanding |
|
|
Preferred Series C |
|
|
Shareholders' Deficit |
|
|
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|
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v3.3.1.900
Balance Sheets (Parenthetical) - USD ($)
|
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 |
|
|
X |
- DefinitionFace amount or stated value per share of common stock.
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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
|
X |
- DefinitionThe amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.
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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
|
|
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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 WRITs
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 Companys 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.
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- DefinitionThe entire disclosure for the business description and accounting policies concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Accounting policies describe all significant accounting policies of the reporting entity.
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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.
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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.
|
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- DefinitionThe entire disclosure for accounts payable and accrued liabilities at the end of the reporting period.
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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 Companys 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 Companys 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 Companys 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.
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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.
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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 Companys issued and outstanding common shares. The Company accounted for the reverse stock
split retrospectively and is presented accordingly in the Companys 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 Companys
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 | | |
$ | | |
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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 Companys issued and outstanding common shares.
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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.
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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 WRITs
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 Companys 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.
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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 | |
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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 | | |
$ | | |
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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)
|
|
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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
|
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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
|
|
|
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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
|
|
X |
- DefinitionNumber of shares issued for each share of convertible preferred stock that is converted.
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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 | $ |
|
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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
|
X |
- DefinitionTotal amount of debt instruments issued by a government or entity guaranteeing payment of the original investment plus interest by a specified future date, corporate stocks (common, preferred), representing ownership rights in an entity or other legal entity, and stock options, warrants, and any other financial instrument which represents or provides the ability to obtain ownership rights in an Entity or other legal entity which financial instruments are not readily marketable for reasons including, but not necessarily limited to: (a) no market on a securities exchange or no independent publicly quoted market; (b) not able to be publicly offered for sale or sold unless a registration has been effected under existing securities laws; or (c) not able to be offered for sale or sold because of other arrangements, restrictions, or conditions applicable to the securities or to the broker-dealer.
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- DefinitionExpenditures for salaries of officers. Does not include allocated share-based compensation, pension and post-retirement benefit expense or other labor-related non-salary expense. For commercial and industrial companies, excludes any direct and overhead labor that is included in cost of goods sold.
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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%
|
|
X |
- DefinitionFair value portion of debt instrument payable, including, but not limited to, notes payable and loans payable.
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