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WRIT > SEC Filings for WRIT > Form 10-K on 16-Jul-2013All Recent SEC Filings

Show all filings for WRITERS GROUP FILM CORP

Form 10-K for WRITERS GROUP FILM CORP


16-Jul-2013

Annual Report


ITEM 7. 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 concept, known in the industry as alternative content, is intended to present live events theatrically in 2D and 3D, at lower ticket prices, to a massive fan base worldwide in a cost-effective manner. Following the initial theatrical run, the distribution rights to the events will be licensed 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, and other goods and products, tailored to each Event, Artist and/or each Sponsor, in movie theaters where the 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, 2013 and 2012:

Revenues: Our revenues were $8,855 and $397,000 for the fiscal years ended March 31, 2013 and 20for 12.

Net loss: Net loss was $392,769 and $216,784 for the fiscal years ended March 31, 2013 and 2012.


Results of Operations

The following table sets forth key components of our results of operations for the fiscal years ended March 31, 2013 and 2012.

                                    For the Year
                                       Ended          For the Year Ended
                                     03/31/2013           03/31/2012
Total Revenue                      $        8,855     $           397,000
Operating Expenses:
Wages and benefits                        248,069                 273,571
Audit and accounting                       55,122                  59,125
Legal fee                                  16,839                 150,539
Other general and administrative          122,116                 161,412
Loss from operations                     (433,291 )              (247,647 )
Loss on extinguishment of debt                  -                 (8,189)
Gain on derivative liability              193,155                  59,798
Interest expense                         (152,633 )               (20,746 )
Net loss                           $     (392,769 )   $          (216,784 )

Fiscal Year Ended March 31, 2013 Compared to Fiscal Year Ended March 31, 2012

Revenues. Revenues decreased 98% to $8,855 for the fiscal year ended March 31, 2013 from $397,000 for the fiscal year ended March 31, 2012, due to a decrease in available produced and acquired content available for distribution.

Revenues in the amount of $8,855 for the fiscal year ended March 31, 2013 were comprised of $8,855 from 3D Conversion Rights LLC ("3D Conversion Rights"), a company wholly owned by Mr. John Diaz, the former CEO and major shareholder of the Company.

Revenues for the fiscal year ended March 31, 2012 were derived from a license fee of $172,000 from Anvil International, Ltd. ("Anvil International") and a license fee of $225,000 from 3D Conversion Rights. 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.


Wages and benefits. Wages and benefits expenses decreased 9.3% to $248,069 for the fiscal year ended March 31, 2013 from $273,571 for the fiscal year ended March 31, 2012. The decrease is mainly due to the minimal personnel cost during the year. The wages and benefits expenses for the fiscal year ended March 31, 2013 and 2012 include employee stock compensation in the amount of $192,368 and $85,000, respectively.

Audit and accounting. Audit and accounting expenses was $55,122 for the fiscal year ended March 31, 2013. The decrease in the audit and accounting expense is mainly related to the change of accounting consultants.

Legal fee. Legal Fee decreased 88.8% to $16,839 for the fiscal year ended March 31, 2013 from $150,539 for the fiscal year ended March 31, 2012. The high legal fee in the fiscal year ended March 31, 2012 is mainly related to the George Sharp lawsuit, which is discussed in more details in Note 9 to our consolidated financial statements.

Other general and administrative expenses. Other general and administrative expenses decreased to $122,116 for the fiscal year ended March 31, 2013 from $161,412 for the fiscal year ended March 31, 2012.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 $433,291 for the fiscal year ended March 31, 2013 and $247,647 for the period ended March 31, 2012.

Loss on extinguishment of debt. We recorded a loss on extinguishment of debt of $0 for the fiscal year ended March 31, 2013 and $8,189 for the fiscal year ended March 31, 2012. The $8,189 loss resulted from the recognition of derivative liability in debt amendment. See more discussion in Note 7.

Gain or loss from derivative liability. We recorded a gain from derivative liability of $193,155 and 59,798 for the fiscal year ended March 31, 2013 and 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.

Interest expense. We incurred $152,633 interest expense for the fiscal year ended March 31, 2013, and $20,746 interest expense for the fiscal year ended March 31, 2012. The increase in interest expense is mainly due to additional borrowings and debt discount amortization.

Net loss. As a result of the foregoing factors, we generated a net loss of $392,769 and $216,784 for the fiscal year ended March 31, 2013 and 2012, respectively.


Liquidity and Capital Resources

As reflected in the accompanying consolidated financial statements, the Company has accumulated deficits of $624,261 at March 31, 2013 that includes losses of $392,769 for the fiscal year ended March 31, 2013 and losses of $216,784 for the fiscal year ended March 31, 2012. The Company also had a working capital deficiency of $214,499 as of March 31, 2013 and a working capital deficiency of $697,902 as of March 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 March 31, 2013 and 2012, we have $1,143and $15,599 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 Year      For the Year
                                                                   Ended              Ended
                                                                 3/31/2013          03/31/2012
Net cash used in operating activities                          $     (164,736 )   $    (226,299 )
Net cash provided by investing activities                                   -            13,500
Net cash provided by financing activities                             150,280           169,800
Net decrease in cash and cash equivalents                             (14,456 )         (42,999 )
Cash and cash equivalents at beginning of the period                   15,599            58,598
Cash and cash equivalents at end of the period                 $        1,143     $      15,599

Operating activities

Cash used in operating activities of $164,736 for fiscal year ended March 31, 2013 reflected our net loss of $392,769, adjusted for non-cash expenses, consisting primarily of $193,155 of gain on derivative liability, $254,340 of stock based compensation to employee, consultant and other services, $138,758 of amortization of debt discount, $2,500 of amortization of deferred financing costs, and $5,449 imputed interest on related party loan. Additional major sources of cash include decreases in related party accounts receivable of $46,800. Uses of cash included a decrease in accounts payable and accrued liability of $25,102

Cash used in operating activities of $226,299 for fiscal year ended March 31, 2012 reflected our net loss of $216,784, adjusted for revenue of $303,000 settled by debt cancellation and non-cash expenses, consisting primarily of $59,798 of gain on derivative liability, $8,189 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.


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, 2013 and 2012, the related parties repaid $0 and $13,500 of the borrowing from the Company, respectively.

Financing activities

Net cash provided by financing activities of 150,280 for the fiscal year ended March 31, 2013 includes $116,000 of funds borrowed from third party, $35,000 of shares issued for cash and $2,780 of advances from related party, offset by $3,500 paid for deferred financing costs.

Net cash provided by financing activities of $169,800 for the fiscal year ended March 31, 2012 includes funds borrowed from third party.

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, 2013. This loan bears no interest.

Borrowings from Third Parties

On April 23, 2012, the Company borrowed $32,500 from Asher Enterprises. The maturity date of this note is January 25, 2013. 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 49% 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. This note has been converted in its entirety and has been surrendered to the Company.

On June 21, 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 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 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. This note has been converted in its entirety and has been surrendered to the Company.


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 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 25% multiplied by the lowest trading price for the Common Stock during the one hundred twenty trading day period ending on the latest complete trading day prior to the conversion date. Along with the note payable, the Company issued warrants to purchase 49,230,769 shares of common stock. The warrants expire 5 years after issuance and have an exercise price of $0.0000325. The exercise price can adjust downward if the Company issues common stock at a price per share lower than the current exercise price.

On January 30, 2013, the Company borrowed $32,500 from Asher Enterprises. The maturity date of this note is November 1, 2013. 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 50% 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 1. "Organization, Business Operations and Significant Accounting Policies" to our audited consolidated financial statements included elsewhere in this report.

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