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| WRIT > SEC Filings for WRIT > Form 10-K on 13-Jul-2012 | All Recent SEC Filings |
13-Jul-2012
Annual Report
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, 2012, 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
Writers' Group Film Corp. ("we", "us", "our", "WRIT", or the "Company") 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 and distribute live concerts in 3D for initial worldwide digital broadcast into digitally-enabled movie theaters. This new concept is intended to present live concerts in 3D, at lower ticket prices, to a massive fan base worldwide in a cost-effective manner. Following the initial 3D theatrical run, the distribution rights to the concerts will be licensed, in both 2D and 3D format, to DVD and Blu-Ray retailers, Free TV broadcasters, cable and emerging 3D cable channels, and mobile streaming providers. Front Row Networks will also sell merchandising, such as clothing, household goods, and other products, tailored to each Artist and to each Sponsor, in movie theaters where the live concert is exhibited
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 100,000,000 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 that will be reflected in the consolidated financial statements for periods prior to the Share Exchange Agreement will be 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 will include 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.
Financial Performance Highlights
The following summarizes certain key financial information for the fiscal year ended March 31, 2012 and for the inception period ended March 31, 2011:
· Revenues: Our revenues were $397,000 and $160,000 for the fiscal year ended March 31, 2012 and for the inception period ended March 31, 2011.
· Net loss: Net loss was $772,914 and $14,708 for the fiscal year ended March 31, 2012 and for the inception period ended March 31, 2011.
Results of Operations
The following table sets forth key components of our results of operations for the inception period ended March 31, 2011, as well as for the fiscal year ended March 31, 2012.
For the
For the Year Inception
Ended Period Ended
03/31/2012 03/31/2011
Total Revenue $ 397,000 $ 160,000
Cost of revenue - 130,459
Operating Expenses:
Wages and benefits 273,571 14,318
Audit and accounting 59,125 -
Legal fee 150,539 -
Other general and administrative 161,412 23,845
Loss from operations (247,647 ) (8,622 )
Loss on extinguishment of debt (23,309 ) -
Loss from derivative liability (481,212 ) -
Interest expense (20,746 ) (6,086 )
Net loss $ (772,914 ) $ (14,708 )
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Fiscal Year Ended March 31, 2012 Compared to the Inception Period Ended March 31, 2011
Revenues. Revenues increased 148.1% to $397,000 for the fiscal year ended March 31, 2012 from $160,000 for the inception period ended March 31, 2011.
Revenues in the amount of $397,000 for the fiscal year ended March 31, 2012 were comprised of a license fee of $172,000 from Anvil International, Ltd. ("Anvil International") and a license fee of $225,000 from 3D Conversion Rights LLC ("3D Conversion Rights"), a company wholly owned by Mr. John Diaz, the CEO and major shareholder of the Company. The Company granted to Anvil International and 3D Conversion Rights the exclusive right and license under copyright, to distribute, transmit, display, exhibit, project, license, simulcast, perform and otherwise exploit certain 2D and 3D completed motion pictures based upon live concert performances.
Revenues for the inception period ended March 31, 2011were derived from a Production Services Agreement the Company entered into in November 2010 to provide the pre-production, principal photography and post-production services for a music video. The services were completed in December 2010 and the total service revenue was $160,000 for the fiscal year ended March 31, 2011.
Cost of revenue. In the fiscal year ended March 31, 2012, the Company did not incur any cost of revenue because the licensed 2D and 3D pictures were completed in prior year. In the inception period ended March 31, 2011, the Company incurred $130,459 cost for the pre-production, principal photography and post-production of the music video.
Wages and benefits. Wages and benefits expenses increased to $273,571 for the fiscal year ended March 31, 2012 from $14,318 for the inception period ended March 31, 2011. The increase is mainly due to the minimal personnel cost during the inception period. The wages and benefits expenses for the fiscal year ended March 31, 2012 include employee stock compensation in the amount of $85,000.
Audit and accounting. Audit and accounting expenses was $59,125 for the fiscal year ended March 31, 2012. The increase in the audit and accounting expense is mainly related to the cost for being a public company.
Legal fee. Legal fee was $150,539 for the fiscal year ended March 31, 2012. The legal fee is mainly related to the George Sharp lawsuit, which is discussed in more detail in Note 10 "Equity" to our consolidated financial statements.
Other general and administrative expenses. Other general and administrative expenses increased to $161,412 for the fiscal year ended March 31, 2012 from $23,845 for the inception period ended March 31, 2011. Those expenses consist primarily of company's business development, consulting fees and other expenses incurred in connection with general operations.
Loss from operations. Our loss from operations was $247,647 for the fiscal year ended March 31, 2012 and $8,622 for the inception period ended March 31, 2011.
Loss on extinguishment of debt. We recorded a loss on extinguishment of debt of $23,309 for the fiscal year ended March 31, 2012 due to a modification of a convertible note (discussed in more detail in Note 7 "Convertible Debt" to our consolidated financial statements).
Gain or loss from derivative liability. We recorded a loss from derivative
liability of $481,212 for the fiscal year ended March 31, 2012, which is
discussed in more detail in Note 6 "Convertible Debt", Note 7 "Convertible Debt
- Related Party" and Note 8 "Derivative Liabilities" to our consolidated
financial statements.
Interest expense. We incurred $20,746 interest expense related to the convertible debt for the fiscal year ended March 31, 2012, and $6,086 interest expense related to the convertible debt for the inception period ended March 31, 2011.
Net loss. As a result of the foregoing factors, we generated a net loss of $772,914 for the fiscal year ended March 31, 2012, and we generated a net loss of $14,708 for the inception period ended March 31, 2011.
Liquidity and Capital Resources
As reflected in the accompanying consolidated financial statements, the Company has accumulated deficits of $787,622 at March 31, 2012 that includes losses of $772,914 for the fiscal year ended March 31, 2012 and losses of $14,708 for the fiscal year ended March 31, 2011. The Company also had a working capital deficiency of $687,960 as of March 31, 2012 and a working capital deficiency of $51,444 as of March 31,2011. 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 March 31, 2012 and 2011, we have $15,599 and $58,598 cash and cash equivalents, respectively. The following table provides detailed information about our net cash flow for all financial statement periods presented in this report. To date, we have financed our operations primarily through cash flows from operations and borrowings from third and related parties.
For the
For the Year Inception
Ended Period Ended
3/31/2012 03/31/2011
Net cash (used in) operating activities $ (226,299 ) $ (36,304 )
Net cash provided by (used in) investing activities 13,500 (13,708 )
Net cash provided by financing activities 169,800 108,610
Net decrease in cash and cash equivalents (42,999 ) 58,598
Cash and cash equivalents at beginning of the period 58,598 -
Cash and cash equivalents at end of the period $ 15,599 $ 58,598
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Operating activities
Cash used in operating activities of $226,299 for fiscal year ended March 31, 2012 reflected our net loss of $772,914, adjusted for revenue of $303,000 settled by debt cancellation and non-cash expenses, consisting primarily of $481,212 of loss on derivative liability, $23,309 of loss of debt extinguishment, $246,975 of stock based compensation to employee, consultant and other services, $12,835 of amortization of debt discount and $4,845 imputed interest on related party loan. Additional sources of cash include decreases in accounts receivable of $24,800 and increase in accounts payable and accrued liability of $97,592. Uses of cash included an increase in related party accounts receivable of $46,800.
Cash used in operating activities of $36,304 for the inception period ended March 31, 2011 reflected our net loss of $14,708, adjusted for $5,766 of amortization of debt discount. Additional sources of cash include increase in accrued liability of $2,638. Uses of cash included an increase in accounts receivable and prepaid expenses of $30,000.
Investing activities
The net cash provided by or used in investing activities is primarily due to funds lent to related parties. During the fiscal year ended March 31, 2012, the related parties repaid $13,500 of the borrowing from the Company. During the inception period ended March 31, 2011, the Company lend to related parties with the amount of $13,708.
Financing activities
Net cash provided by financing activities of $169,800 for the fiscal year ended March 31, 2012 includes funds borrowed from third party.
Net cash provided by financing activities of $108,610 for the inception period ended March 31, 2011 includes funds borrowed from related parties offset by shareholder distribution.
Loan Commitments
Borrowings from Related Parties
The Company entered into a loan agreement with Mrs. Nancy Louise Jones, wife of Mr. John Diaz, the CEO and major shareholder of the Company, on November 26, 2010, to borrow $60,562 with maturity date at September 1, 2012. This loan bears no interest.
Borrowings from Third Parties
On February 9, 2012, the Company borrowed $45,000 from Asher Enterprises. The maturity date of this note is November 10, 2012. This loan bears an interest rate of 8% per annum from the issuance date before default. Interest on overdue principal after default accrues at an annual rate of 22%. After 180 days following the date of the note, Asher Enterprises 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 58% multiplied by the average of the lowest two trading prices for the Common Stock during the twenty trading day period ending on the latest complete trading day prior to the conversion date.
On March 29, 2012, Asher Enterprises purchased a convertible note in the amount of $15,120 with an annual interest rate of 10%, from Armada International, which replaced and amended the two convertible notes dated December 1, 2010 and December 22, 2010 between the Company and Armada International, including one note in the amount of $11,000 plus accrued interest of $880, and the other note in the amount of $3,000 plus accrued interests of $240. The amended conversion price changed from $0.00001 to 58% multiplied by the average of the lowest two trading prices for the Common Stock during the twenty trading day period ending on the latest complete trading day prior to the conversion date.
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:
· Accounts Receivable: Accounts receivable are recorded at the net invoice value and are not interest bearing. We consider receivables past due based on the contractual payment terms. We perform ongoing credit evaluations of our customers, and generally we do not require collateral on our accounts receivable. We estimate the need for allowances for potential credit losses based on historical collection activity and the facts and circumstances relevant to specific customers and we record a provision for uncollectible accounts when collection is uncertain. To date, we have not experienced significant credit related losses.
· Revenue Recognition: Based on Revenue Recognition Requirement for Film
Sales (ASC 926-605-25), we recognize film license revenues when all of
the following conditions are met:
- Persuasive evidence of a sale or licensing arrangement with a
customer exists
- The film is complete and, in accordance with the terms of the
arrangement, has been delivered or is available for immediate and
unconditional delivery
- The license period of the arrangement has begun and the customer can
begin its exploitation, exhibition, or sale
- The arrangement fee is fixed or determinable
- Collection of the arrangement fee is reasonably assured
Recent Accounting Pronouncements
See Note 3. "Summary of Significant Accounting Policies - Recently issued accounting pronouncements" to our audited consolidated financial statements included elsewhere in this report.
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