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WRIT > SEC Filings for WRIT > Form 10-Q on 14-Feb-2013All Recent SEC Filings

Show all filings for WRITERS GROUP FILM CORP

Form 10-Q for WRITERS GROUP FILM CORP


14-Feb-2013

Quarterly Report


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, 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.

Results of Operations

The following table sets forth key components of our results of operations for
the three and nine months ended December 31, 2012 and 2011.

                                             For The Three Months Ended          For The Nine Months Ended
                                                    December 31,                        December 31,
                                                2012               2011            2012               2011
Total Revenue                                       2,745                -             8,855                -
Operating Expenses:
Wage and benefits                                  91,050          144,915           317,101          293,184
Audit and Accounting                               15,166            7,085            45,566           51,915
Legal fee                                               -                -            16,089           46,853
Other G&A                                          40,193           58,681            64,814          146,527
Loss from operations                             (143,664 )       (210,681 )        (434,715 )       (538,479 )

Gain from derivative liability                      6,726                -           365,846                -
Interest expense                                  (53,408 )         (7,457 )        (109,489 )        (14,830 )
Net income (loss)                                (190,346 )       (218,138 )        (178,358 )       (553,309 )

Three Months Ended December 31, 2012 and 2011

Wages and benefits. Wages and benefits expenses decreased by $(53,865) and 37.17% for the three months ended December 31, 2012 as compared to the same period in 2011. The decrease is mainly due to the resignation of President and Chairman of the Board of Directors on November 30, 2012.

Audit and accounting. Audit and accounting expenses increased $8,081 and 114.06% for the three months ended December 31, 2012 as compared to the same period in 2011. The increase in the audit and accounting expense is mainly related to cost management of the expenses.

Other general and administrative expenses. Other general and administrative expenses decreased by $(18,488) and 31.51% for the three months ended December 31, 2012 as compared to the same period in 2011. Those expenses consist primarily of company's business development, consulting fees and other expenses incurred in connection with general operations. The decrease is mainly related to cost management of the expenses.

Loss from operations. Our loss from operations was $143,664 for the three months ended December 31, 2012 and $210,681 for the same period in 2011.


Gain or loss from derivative liability. We recorded a gain from derivative liability of $6,726 for the three months ended December 31, 2012, which is discussed in more detail in Note 5 "Convertible Debt", Note 6 "Convertible Debt
- Related Party" and Note 7 "Derivative Liabilities" to our consolidated financial statements. There is no gain or loss from derivative liability for the three months ended December 31, 2011.

Interest expense. We incurred $53,408 interest expense for the three months ended December 31, 2012 and $7,457 for the same period in 2011. The increase in interest expense is mainly related to the amortization of debt discount.

Net income or loss. As a result of the foregoing factors, we generated a net loss of $190,346 for the three months ended December 31, 2012, and we generated a net loss of $218,138 for the same period in 2011. The decrease in the net loss is mainly related to cost management of the operating expenses.

Nine Months Ended December 31, 2012 and 2011

Wages and benefits. Wages and benefits expenses increased by $23,917 and 8.16% for the nine months ended December 31, 2012 as compared to the same period in 2011. The increase is mainly due to new employment agreements put in place during the current fiscal year.

Audit and accounting. Audit and accounting expenses decreased by ($6,349) and 12.23% for the nine months ended December 31, 2012 as compared to the same period in 2011. The decrease in the audit and accounting expense is mainly related to cost management of the expenses.

Legal fee. Legal fee decreased ($30,764) and 65.66% for the nine months ended December 31, 2012 as compared to the same period in 2011. The decrease in legal fee is mainly related to settlement of the George Sharp lawsuit in February 2012.

Other general and administrative expenses. Other general and administrative expenses decreased by ($81,713) and 55.77% for the nine months ended December 31, 2012 as compared to the same period in 2011. Those expenses consist primarily of company's business development, consulting fees and other expenses incurred in connection with general operations. The decrease is mainly related to cost management of the expenses.

Loss from operations. Our loss from operations was $434,715 for the nine months ended December 31, 2012 and $538,479 for the same period in 2011.

Gain or loss from derivative liability. We recorded a gain from derivative liability of $365,846 for the nine months ended December 31, 2012, which is discussed in more detail in Note 5 "Convertible Debt", Note 6 "Convertible Debt
- Related Party" and Note 7 "Derivative Liabilities" to our consolidated financial statements. There is no gain or loss from derivative liability for the nine months ended December 31, 2011.

Interest expense. We incurred $109,489 interest expense for the nine months ended December 31, 2012 and $14,830 for the same period in 2011. The interest expense is mainly related to the amortization of debt discount.

Net income or loss. As a result of the foregoing factors, we generated a net loss of $178,358 for the nine months ended December 31, 2012, and we generated a net loss of $553,309 for the same period in 2011. The decrease in the net loss is mainly related to cost management of the operating expenses and the increase in gain from derivative liabilities.


Liquidity and Capital Resources

As reflected in the accompanying consolidated financial statements, the Company has accumulated deficits of $704,560 at December 31, 2012 that includes loss of $178,358 for the nine months ended December 31, 2012. The Company also had a working capital deficiency of $704,560 as of December 31, 2012. 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 December 31, 2012 and March 31, 2012, we have $41 and $15,599 cash and cash equivalents , respectively. The following table provides detailed information about our net cash flows for all financial statement periods presented in this report. To date, we have financed our operations primarily through cash flows from borrowings from third and related parties.

                                                                 For The Nine Months Ended
                                                                        December 31,
                                                                   2012              2011

Net cash used in operating activities                          $ (100,092 )     $  (192,506 )
Net cash provided by investing activities                           2,034             9,500
Net cash provided by financing activities                          82,500           124,800
Net decrease in cash and cash equivalents                         (15,558 )         (58,206 )
Cash and cash equivalents at beginning of the period               15,599            58,598
Cash and cash equivalents at end of the period                 $       41       $       392

Operating activities

Net Cash used in operating activities of $100,092 for the nine months ended December 31, 2012 reflected our net loss of $178,358, adjusted for $100,679 of amortization of debt discount and $4,008 imputed interest on related party loan and $365,846 gain on derivative liability. Additional sources of cash include decreases in accounts receivable of $46,800 and increase in accrued liability of $277,762. Uses of cash included an increase in prepaid expenses of $1,743 and decrease in accounts payable of $14,396.

Net cash used in operating activities was $192,506 for the nine month ended December 31, 2011. The net cash used in operating activities is primarily due to the net loss and partially offset by shares issued for services, increase in accounts payable, and the decrease in accounts receivable during the quarter.

Investing activities

During the nine months ended December 31, 2012 and 2011, the net cash provided by investing activities is primarily due to repayment of $2,034 and $9,500, respectively, by a related party of the Company.


Financing activities

Net cash provided by financing activities of $82,500 for the nine months ended December 31, 2012 includes funds of $86,000 borrowed from third party and payment of $3,500 for deferred financing costs.

Net cash provided by financing activities was $124,800 for the nine months ended December 31, 2011. The net cash used in financing activities is primarily due to short term borrowings during the quarter.

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 of September 8, 2013. This loan bears no interest.

Borrowings from Third Parties

In July, 2012, the Company borrowed $37,500 from Asher Enterprises. The maturity date of this note is March 25, 2013. This loan bears an interest rate of 8% per annum. Interest on overdue principal after default accrues at an annual rate of 22%. On December 18, 2012, after 180 days following the date of the note, the note became convertible. 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 is 53% multiplied by the average of the lowest two trading prices for the Common Stock during the forty trading day period ending on the latest complete trading day prior to the conversion date.

On November 2, 2012, the Company borrowed $16,000 from Asher Enterprises. The maturity date of this note is August 5, 2013. 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, 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 25% multiplied by the lowest trading price for the Common Stock during the 120 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: We recognize revenues when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured.

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.

a) 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 December 31, 2012. The Company has taken the steps described below to remediate such material weaknesses.

(b) Internal Control over Financial Reporting

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is a process designed 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 ("GAAP"). The Company's internal controls over financial reporting include policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; (2) provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company' assets that could have a material effect on our financial statements. Under the supervision and with the participation of our management, including our CEO, we evaluated the effectiveness of our internal control over financial reporting as of December 31, 2012. In its evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment and the criteria described above, management has concluded that, as of December 31, 2012, our internal control over financial reporting was not effective. We have noted the following deficiencies in our control environment:

1. Deficiencies 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) deficiencies in our accounting system and controls which resulted in the theft by former CEO; d) and insufficient documentation and communication of our accounting policies and procedures as of December 31, 2012.

2. Deficiencies in the staffing of our financial accounting department. Management had engaged an outside accounting 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. Deficiencies 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:

Exhibit   Rule 15d-14(a) Certifications*
(31)
(i) and
(ii)

Exhibit   Section 1350 Certification*
(32)

101.INS   XBRL Instance Document
**

101.SCH   XBRL Taxonomy Extension Schema Document
**

101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
**

101.DEF   XBRL Taxonomy Extension Definition Linkbase Document
**

101.LAB   XBRL Taxonomy Extension Label Linkbase Document
**

101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document
**

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


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