WRIT Media 10Q 2015 Q2 Quarterly report

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 September 30, 2014

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). ¨ Yes x No

The number of shares outstanding of our Common Stock is 32,838,037 as of November 18, 2014.

The number of shares outstanding of our Preferred Stock is 10,000 as of November 18, 2014.

There are no other classes of stock.

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WRIT Media Group, Inc.
Consolidated Balance Sheets
(Unaudited)

			September 30,			March 31,
			2014			2014
Assets
	Current Assets
		Cash and cash equivalents	$	2,108		$	25,810
		Accounts receivables, net		-			824
		Prepaid expense and other assets		-			3,750
		Deferred financing costs		-			1,188
		Subscription receivable		-			25,000
	Total current assets			2,108			56,572

	Long Term Assets
		Property, plant and equipment		1,388			1,664
		Intangible assets - software		811,320			532,521

Total Assets			$	814,816		$	590,757

Liabilities and Shareholders' Deficit
	Current Liabilities
		Accounts payable	$	171,890		$	100,465
		Accrued liability		6,461			9,614
		Convertible debts, net of unamortized discount of $52,867 and $0, respectively		12,370			26,707
		Notes payable		148,500			45,500
		Deferred Revenue		55,395			55,395
	Total current liabilities			394,616			237,681
Total Liabilities				394,616			237,681

Shareholders' Equity
	Preferred Stock:
	Series A convertible preferred stock, $.00001 par, 130,000,000 shares authorized, 10,000 shares issued and outstanding			-			-
	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, 30,384,627 and 9,282,213 shares issued and outstanding, respectively			306			93
	Additional paid in capital			875,175			(67,040	)
	Retained Earnings (accumlated deficit)			(455,281	)		420,023
	Total shareholders' equity			420,200			353,076
Total Liabilities and Shareholders' Equity			$	814,816		$	590,757

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

WRIT Media Group, Inc.
Consolidated Statement of Operations
(unaudited)

	For The Three Months Ended September 30,						For The Six Months Ended September 30,
	2014			2013			2014			2013
Operating Costs and Expenses
Wages and benefits		67,500			4,000			136,047			49,578
Audit and accounting		17,187			15,166			21,925			30,057
Legal fee		7,764			10,647			24,667			18,580
Other general and administrative		594,266			129,331			637,508			151,184
Total operating expenses		686,717			159,144			820,147			249,399

Loss from operations		(686,717	)		(159,144	)		(820,147	)		(249,399	)

Other income (expense)
Gain (Loss) from derivative liability		-			2,657,680			-			1,458,309
Interest expense		(30,576	)		(65,894	)		(55,157	)		(118,940	)
Net income (loss)		(717,293	)		2,432,642			(875,304	)		1,089,970

Net income (loss) per share:
Basic	$	(0.04	)	$	0.82		$	(0.06	)	$	0.45
Diluted	$	(0.04	)	$	(0.01	)	$	(0.06	)	$	(0.03	)

Weighted average common shares outstanding:
Basic		18,119,395			2,983,874			15,778,748			2,432,965
Diluted		18,119,395			20,636,701			15,778,748			20,047,457

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

WRIT Media Group, Inc.

Consolidated Statement of Cash Flows

(unaudited)

			For The Six Months Ended September 30,
			2014			2013

Cash Flows From Operating Activities
	Net Income (Loss)		$	(875,304	)	$	1,089,970
	Adjustments to reconcile net income (loss) to net cash used in operating activities:
		Depreciation		276			-
		Gain on Derivative Liability		-			(1,458,309	)
		Shares issued for services		546,415			81,624
		Amortization of debt discount		43,385			109,183
	Changes in operating assets and liabilities:
		Account receivable and related party receivable		354			-
		Prepaid expenses and other assets		4,938			(2,040	)
		Accounts payable		(40,971	)		29,154
		Accrued liabilities		8,327			44,365
Net cash used in operating activities				(312,580	)		(106,053	)

Cash Flows From Investing Activities
	Cash paid for intangible assets			(121,343	)		(19,640	)
	Cash paid for software development costs incurred on account in prior year			(45,060	)		-
Net cash provided by (used in) investing activities				(166,403	)		(19,640	)

Cash Flows From Financing Activities
	Cash received from subscription receivable			25,000			-
	Borrowing on short term notes payable			153,500			77,000
	Borrowing on convertible debts			55,000
	Principal payments on debt			(5,000	)		-
	Advances from related parties			-			1,110
	Deferred financing costs			-			(5,000	)
	Proceeds from shares issuance for cash			226,781			55,000
Net cash provided by financing activities				455,281			128,110

Net increase (decrease) in cash and cash equivalents				(23,702	)		2,417
Cash and cash equivalents, beginning of period				25,810			1,143
Cash and cash equivalents, end of period			$	2,108		$	3,560

Supplemental disclosure information:
	Income taxes paid		$	-		$	-
	Interest paid		$	5,248		$	-
Non-cash financing activities:
	Software development cost incurred on account		$	157,456		$	-
	Stock issued for accrued compensation		$	8,473			-
	Common Shares issued for convertible debt and accrued interest		$	64,507		$	120,326
	Reclassification of accrued interest to convertible debt		$	2,292		$	-
	Common Shares issued for acquisition Amiga Games, Inc.		$	-		$	400,000
	Debt discount resulting from recognition of derivative liability		$	-		$	104,562
	Reclassification of derivative liabilities to additional paid in capital		$	-		$	1,330,899
	Reclassification of debt to additional paid in capital due to beneficial conversion feature		$	96,252		$	-
	Conversion from Series B preferred stock to common stock		$	-		$	1,000
	Common Shares issued for prior year accrued interest		$	-		$	3,517
	Cashless warrant exercise		$	-		$	264

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 SEPTEMBER 30, 2014

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.

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, 2014 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 $455,281, which includes a loss of $875,304 at September 30, 2014 and a working capital deficiency of $392,508. 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

Notes payable consists of the following:

		September 30, 2014			March 31, 2014
Notes payable, net of debt discount of $0 and $0 respectively		$	148,500			$	45,500

Mr. John L. Shaw

On April 1, 2014, the Company borrowed $5,000 from John L. Shaw. The maturity date of this note is May 1, 2014, 2014 and this loan bears an interest rate of 0% per annum from the issuance date. On April 23, 2014, the principal balance of the note was paid in its entirety and the note has been surrendered to the Company.

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 $.00004 per share. As of September 30, 2014, the note is not convertible yet and is still outstanding.

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 $.00004 per share. As of September 30, 2014, the note is not convertible yet and is still outstanding.

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 $.00004 per share. As of September 30, 2014, the note is not convertible yet and is still outstanding.

SCHU Mortgage & Capital, Inc.

On February 18, 2014, the Company borrowed $15,000 from SCHU Mortgage & Capital, Inc. The maturity date of this note is August 18, 2014 and this loan bears an interest rate of 8% per annum from the issuance date. On July 10, 2014, SCHU Mortgage & Capital, Inc. sold and assigned its $15,000 note to Magna Group LLC, along with accrued interest of $465. See discussion on the new Magna note in note 4.

SFH Capital LLC

On October 22, 2013, the Company borrowed $14,000 from SFH Capital LLC. The maturity date of this note is October 22, 2014 and this loan bears an interest rate of 12% per annum from the issuance date. On June 6, 2014 the Company entered into a debt modification agreement with the debt holder. The modified note is convertible into common stock at a price of $0.05, with an extend maturity date of January 6, 2015, and there were no other changes to the original terms of the promissory note. The principal amount of the modified note was $15,045 on June 6, 2014, with the accrued interest owed on the old debt included in the principal of the new debt.

On October 29, 2013, the Company borrowed $4,000 from SFH Capital LLC. The maturity date of this note is October 29, 2014 and this loan bears an interest rate of 8% per annum from the issuance date. On June 6, 2014 the Company entered into a debt modification agreement with the debt holder. The modified note is convertible into common stock at a price of $0.05, with an extend maturity date of January 6, 2015, and there were no other changes to the original terms of the promissory note. The principal amount of the modified note was $4,193 on June 6, 2014, with the accrued interest owed on the old debt included in the principal of the new debt.

On December 11, 2013, the Company borrowed $12,500 from SFH Capital LLC. The maturity date of this note is December 11, 2014 and this loan bears an interest rate of 8% per annum from the issuance date. On June 6, 2014 the Company entered into a debt modification agreement with the debt holder. The modified note is convertible into common stock at a price of $0.05, with an extend maturity date of January 6, 2015, and there were no other changes to the original terms of the promissory note. The principal amount of the modified note was $12,985, on June 6, 2014, with the accrued interest owed on the old debt included in the principal of the new debt.

See accounting treatment for the new SFH Capital LLC notes in note 4.

NOTE 4 – CONVERTIBLE DEBT

Convertible debts outstanding, net of debt discount of $0 on March 31, 2014	$	26,707
Add: Issuance of convertible debt		55,000
Add: reclassification from non-convertible debts to convertible debts		45,500
Add: reclassification from accrued interest to convertible debts		2,292
Less: debt discount originated from beneficial conversion feature		(96,252	)
Less: principal converted into common stock		(64,262	)
Add: amortization of debt discount		43,385
Convertible debt outstanding, net of debt discount of $52,867 on September 30, 2014	$	12,370

During the six months ended September 30, 2014, $64,262 of convertible debts with accrued interest of $245 was converted into 3,132,781 shares of common stock.

Magna Group LLC / Hanover Holdings

On March 17, 2014, Nancy Louise Jones assigned her $12,000 note to Magna Group LLC, along with accrued interest of $1,077. The maturity date of this amended note is March 17, 2015. This loan bears an interest rate of 12% per annum. The note is convertible into common stock at a price of 55% multiplied by the lowest volume weighted average price for the Common Stock during the five trading day period ending on the latest complete trading day prior to the conversion date. Additionally, in no event shall the conversion price be less than $0.00004. An amount equal to $2,577 of the principal balance of the note was converted into 48,858 common shares on March 21, 2014. On April, 4 2014 and April 21, 2014, Magna Group LLC converted $10,500 of the convertible note dated March 17, 2014 into 242,891 common shares. This note has been converted in its entirety and has been surrendered to the Company.

On March 17, 2014, a convertible note was issued with Magna Group, LLC in the amount of $13,077. The notes bears interest of 12% per annum, and is due on March 17, 2015 and is convertible into common shares at a price of 55% multiplied by the lowest volume weighted average price for the Common Stock during the five trading day period ending on the latest complete trading day prior to the conversion date. Additionally, in no event shall the conversion price be less than $0.00004. On September 15, 2014, $3,500 of the principal balance was converted into 276,680 shares of Common Stock, leaving a balance of $9,577 at September 30, 2014.

On July 10, 2014, SCHU Mortgage & Capital, Inc. sold and assigned its $15,000 note to Magna Group LLC, along with accrued interest of $465 (see Note 3). On that same date, the Company amended the related debt agreement with the note holder. The maturity date of this amended note is July 10, 2015. This loan bears an interest rate of 12% per annum. The note is convertible into common stock at a price of 55% multiplied by the lowest volume 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 $.00004 per share. On August 18, 2014 $5,465 of the principal balance was converted into 198,727 common shares. On August 26, 2014, $5,000 of the principal balance was converted into 195,084 common shares. On September 2, 2014, $5,000 of the principal balance plus interest of $155 was converted into 288,373 common shares. This note has been converted in its entirety and has been surrendered to the Company.

The Company evaluated the application of ASC 470-50 and ASC 470-60 and concluded the assignment constituted a debt extinguishment, with the old debt written off and the new debt initially recorded at fair value with a new effective interest rate.

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 $.00004 per share. As of September 30, 2014, the note is not converted yet and is still outstanding.

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 $.00004 per share. As of September 30, 2014, the note is not converted yet and is still outstanding.

The Company evaluated the embedded conversion feature within the above Magna convertible notes under ASC 815-15 and ASC 815 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 note payable and a total debt discount of $89,807 was recorded on the Magna notes. During the six months ended September 30, 2014, debt discount of $36,940 was amortized, and the unamortized debt discount is $52,867 as of September 30, 2014.

SFH Capital LLC

On October 22, 2013, the Company borrowed $14,000 from SFH Capital LLC. The maturity date of this note is October 22, 2014 and this loan bears an interest rate of 12% per annum from the issuance date. On June 6, 2014 the Company entered into a debt modification agreement with the debt holder. The modified note is convertible into common stock at a price of $0.05, with an extend maturity date of January 6, 2015, and there were no other changes to the original terms of the promissory note. The principal amount of the modified note was $15,045, and on June 6, 2014, it was converted into 300,896 common shares. The note was paid off in full and the note has been surrendered to the Company.

On October 29, 2013, the Company borrowed $4,000 from SFH Capital LLC. The maturity date of this note is October 29, 2014 and this loan bears an interest rate of 8% per annum from the issuance date. On June 6, 2014 the Company entered into a debt modification agreement with the debt holder. The modified note is convertible into common stock at a price of $0.05, bears an extend maturity date of January 6, 2015, and there were no other changes to the original terms of the promissory note. The principal amount of the modified note was $4,193, and on June 9, 2014, it was converted into 83,858 common shares. The note was paid off in full and the note has been surrendered to the Company.

On December 11, 2013, the Company borrowed $12,500 from SFH Capital LLC. The maturity date of this note is December 11, 2014 and this loan bears an interest rate of 8% per annum from the issuance date. On June 6, 2014 the Company entered into a debt modification agreement with the debt holder. The modified note is convertible into common stock at a price of $0.05, bears an extend maturity date of January 6, 2015, and there were no other changes to the original terms of the promissory note. The principal amount of the modified note was $12,985, and on June 10, 2014, SFH Capital LLC converted $10,000 of the convertible note into 200,000 common shares. On September 15, 2014, $2,985 of the principal balance plus interest of $90 was converted into 60,972 shares of Common Stock. The note was paid off in full and the note has been surrendered to the Company at September 30, 2014.

The Company evaluated the application of ASC 470-50 and ASC 470-60 and concluded the addition of a conversion feature constituted a debt extinguishment rather than a troubled debt restructuring, with the old debt written off and the new debt initially recorded at fair value with a new effective interest rate. The Company evaluated the embedded conversion feature within the three modified SFH convertible notes under ASC 815-15 and ASC 815-40 and determined embedded conversion feature does not meet the definition of a liability.

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 note payable and a debt discount of $3,009, $839, and $2,597 were recorded on each SFH note respectively. During the six months ended September 30, 2014, debt discount of $3,009, $839, and $2,597 were fully amortized on the first, second and third SFH notes, respectively, since they were fully converted. The unamortized debt discount is $0 as of September 30, 2014.

Other Convertible Notes

Convertible debts were issued September 2009, and March 2010, bearing interest at a rate of 8% per annum, due in one year, and are convertible at $0.01 per share, and the total balance outstanding as of March 31, 2014 was $3,130. During the six months ended September 30, 2014, note principal of $2,470 and interest of $104 reclassified to note principal were converted into 1,285,300 common shares. As of September 30, 2014, other convertible notes have a total outstanding balance of $660.

NOTE 5 – EQUITY

Common Shares issued for convertible notes and cash:

During the six months ended September 30, 2014, convertible debt principal along with accrued interest of $64,507 was converted into 3,132,781 common shares. See Note 4.

Common Shares issued for cash

During the six months ended September 30, 2014, the Company issued 3,529,370 common shares for cash totaling $226,781.

Common Shares issued for services

During the six months ended September 30, 2014, the Company issued 14,270,803 shares to employees and third party consultants as compensation at their fair value of $546,415.

Common Shares issued for accrued compensation

During the six months ended September 30, 2014, the Company issued 169,460 shares to one employee to settle accrued compensation of $8,473. The fair value of the shares was determined to be $8,473, resulting in no loss on settlement.

Subscription receivable

During the six months ended September 30, 2014, the Company received $25,000 for subscription receivable whereas the shares were issued during the year ended March 31, 2014.

Warrants Issued

Under a subscription agreement dated April 21, 2014, the Company issued 3,333,333 common shares to Irwin Zalcberg for cash totaling $200,000. Along with the subscription agreement, the Company issued warrants to purchase 4,166,667 shares. The warrants expire 2 years after issuance and have an exercise price of $0.25.

The following table summarizes the Company’s warrant activity for the six months ended September 30, 2014:

	Number of Units		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)		Intrinsic Value
Outstanding at March 31, 2014		625,000	$	0.12		1.97	$	-
Issuances		4,166,667		0.25		2.00		-
Exercises		--		-		-		-
Forfeitures		-		-		-		-
Outstanding at September 30, 2014		4,791,667	$	0.23		1.55	$	-

NOTE 6 – INTANGIBLE ASSETS

During the six months ended September 30, 2014, the Company incurred $253,524 in software development costs to upgrade the acquired software.

In addition, the Company paid another $25,275 for intangible assets, the majority of which is for purchase of a software license for $25,000.

NOTE 7 – SUBSEQUENT EVENTS

During October 2014, Magna Group converted debt principal of $6,500 into 784,158 common shares.

During October 2014, the Company issued 589,130 common shares for services.

On October 28, 2014, the Company borrowed $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. 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 $.00004 per share.

During November 2014, the Company issued 1,080,122 common shares for services.

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, 2013, 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 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 during the 4^th 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 September 30, 2014, 271,670 common shares were sold generating a net amount to the company of $30,805.

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.

After restructuring WRIT’s balance sheet and resuming software development activities, we believe WRIT is well positioned to benefit from the market growth and increased demand for entertainment content that can be enjoyed on mobile phones, tablets and other devices. Barring any additional funding delays, we estimate that the majority of WRIT’s video gaming product will be available for release in the 4^th quarter of 2014. We intend to continue to look for opportunities to expand WRIT’s business and increase its catalogue of 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 September 30, 2014 and 2013

Revenues. No revenues were recognized for the three months ended September 30, 2014 and 2013.

Wages and benefits. Wages and benefits expenses increased by $63,500 and 1,588% for the three months ended September 30, 2014 as compared to the same period in 2013. The increase is mainly due to an increase in compensation policy.

Audit and accounting. Audit and accounting expenses increased $2,021 and 13% for the three months ended September 30, 2014 as compared to the same period in 2013. The increase in the audit and accounting expense is related to recurring business services.

Other general and administrative expenses. Other general and administrative expenses of $594,266 increased by $464,935 and 359% for the three months ended September 30, 2014 as compared to the same period in 2013. Those expenses consist primarily of company’s business development including a new advertising and promotion program, consulting fees and other expenses incurred in connection with general operations.

Loss from operations. Our loss from operations was $686,717 for the three months ended September 30, 2014 and a loss of 159,144 for the same period in 2013.

Gain or loss from derivative liability. We recorded a gain/loss from derivative liability of $0 for the three months ended September 30, 2014. There was a gain of $2,657,680 from derivative liability for the three months ended September 30, 2013.

Interest expense. We incurred $30,576 of interest expense for the three months ended September 30, 2014 and $65,894 for the same period in 2013. The decrease in interest expense is mainly related to the reduction in debt balances and amortization of debt discount.

Net income or loss. As a result of the foregoing factors, we generated a net loss of $717,293 for the three months ended September 30, 2014, and we generated a net income of $2,432,642 for the same period in 2013.

Six Months Ended September 30, 2014 and 2013

Revenues. No revenues were recognized for the six months ended September 30, 2014 and 2013.

Wages and benefits. Wages and benefits expenses increased by $86,469 and 174% for the six months ended September 30, 2014 as compared to the same period in 2013. The increase is mainly due to an increase in compensation policy.

Audit and accounting. Audit and accounting expenses decreased by $8,132 and 27% for the six months ended September 30, 2014 as compared to the same period in 2013. The decrease in the audit and accounting expense is mainly related to streamlined operations and more efficient outside auditing and accounting services.

Legal fee. Legal fee increased by $6,087 and 33% for the six months ended September 30, 2014 as compared to the same period in 2013. The increase in legal fees is mainly related to activities related to the new lines of business and new financing agreements with third parties.

Other general and administrative expenses. Other general and administrative expenses increased by $486,324 and 322% for the six months ended September 30, 2014 as compared to the same period in 2013. Those expenses consist primarily of company’s business development including a new advertising and promotion program, consulting fees and other expenses incurred in connection with general operations.

Loss from operations. Our loss from operations was $820,147 for the six months ended September 30, 2014 and $249,399 for the same period in 2013. The increase is mainly related to the net effect of an increase in the company’s business development including a new advertising and promotion program and the increase in the compensation policies.

Gain or loss from derivative liability. We recorded a gain from derivative liability of $0 and $1,458,309 for the six months ended September 30, 2014 and 2013.

Interest expense. We incurred $55,157 in interest expense for the six months ended September 30, 2014 and $118,940 for the same period in 2013. The decrease in interest expense is mainly related to the reduction of debt balances and amortization of debt discount.

Net income or loss. As a result of the foregoing factors, we generated a net loss of $875,304 for the six months ended September 30, 2014, and a net income of $1,089,970 for the same period in 2013. The change is mainly related to the decrease in gain from derivative liabilities of $1,458,309, and an increase in operating expenses of $570,748 and decrease in interest expense of $63,783 from the same period in 2013.

Liquidity and Capital Resources

As reflected in the accompanying consolidated financial statements, the Company has suffered recurring net losses and had a working capital deficiency of $392,508. 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 September 30, 2014 and March 31, 2014, we have $2,108 and $25,810 in 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 $312,580 for the six months ended September 30, 2014 reflected our net loss of $875,304, adjusted for $43,385 of amortization of debt discount, and $546,415 stock base compensation, and a decrease in accounts payable of $40,971, partially offset by an increase in accrued expenses of $8,327 and an increase of $5,292 in accounts receivable, related party payable, and prepaid expenses and other assets.

Net cash used in operating activities was $106,053 for the six months ended September 30, 2013. The net cash used in operating activities is primarily due to the net income adjusted for gain on derivative liability, amortization of debt discount, and stock based compensation, partially offset by increase in accounts payable, and increase in accrued liabilities.

Investing activities

Net cash used in investing activities is $166,403 for the six months ended September 30, 2014 for cash paid for development of software. Net cash provided by investing activities for the six months ended September 30, 2013 was for the increase in intangible assets costs.

Financing activities

Net cash provided by financing activities of $455,281 for the six months ended September 30, 2014 includes funds of $208,500 borrowed from third parties, payment of $5,000 for reduction in debt principal, and proceeds from shares issuance of $226,781, and receipt of subscription receivable of $25,000.

Net cash provided by financing activities was $128,110 for the six months ended September 30, 2013. The net cash provided by financing activities is primarily due to short term borrowings and proceeds from shares issued for cash during the period.

Loan Commitments

Borrowings from Third Parties

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 September30, 2014. See our discussion at “Item 9A Controls and Procedures” on Form 10-K for the year ended March 31, 2014.

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 September 30, 2014.

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:

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

* Section 1350 Certification		Exhibit (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.

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.

	WRIT MEDIA GROUP, INC.

November 18, 2014	By:	/s/ Eric Mitchell
		Eric Mitchell, President and Sole Director

	By:	/s/ Eric Mitchell
		Chief Financial Officer and Chief Accounting Officer/Controller

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WRIT Media (WRIT) 10-Q2015 Q2 Quarterly report

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