Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
|
o
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Smaller reporting company
|
x
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(Do not check if a smaller reporting company)
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Writers' Group Film Corp.
|
Consolidated Balance Sheets
|
(Unaudited)
|
June 30,
|
March 31,
|
|||||||
2013
|
2013
|
|||||||
Assets
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$ | 2,090 | $ | 1,143 | ||||
Accounts receivables, net
|
200 | 200 | ||||||
Prepaid expense and other assets
|
3,750 | 1,710 | ||||||
Deferred financing costs
|
8,500 | 3,500 | ||||||
Total current assets
|
14,540 | 6,553 | ||||||
Total Assets
|
$ | 14,540 | $ | 6,553 | ||||
Liabilities and Shareholders' Deficit
|
||||||||
Current Liabilities
|
||||||||
Accounts payable
|
$ | 36,173 | $ | 31,520 | ||||
Accrued liability
|
57,754 | 39,433 | ||||||
Convertible debts, net of unamortized discount of 32,261 and $0, respectively
|
28,383 | 20,727 | ||||||
Convertible debts - related party, net of unamortized discount of $0 and $0, respectively
|
1,550 | 1,550 | ||||||
Notes payable, net of unamortized discount of $0 and $7,362, respectively
|
100,000 | 101,700 | ||||||
Due to related parties - short term
|
4,085 | 2,572 | ||||||
Derivative liabilities
|
- | 23,550 | ||||||
Total current liabilities
|
227,945 | 221,052 | ||||||
Total Liabilities
|
227,945 | 221,052 | ||||||
Shareholders' Deficit
|
||||||||
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, 0 and 10,000 shares issued and outstanding, respectively
|
- | - | ||||||
Series C convertible preferred stock, $.00001 par, 20,000,000 shares authorized, none issued and outstanding
|
- | - | ||||||
Common stock, $0.00001 par, 20,000,000,000 shares authorized, 2,165,945,787 and 1,573,982,182 shares issued and outstanding, respectively
|
21,661 | 15,741 | ||||||
Additional paid in capital
|
1,731,867 | 394,021 | ||||||
Retained deficit
|
(1,966,933 | ) | (624,261 | ) | ||||
Total shareholders' deficit
|
(213,405 | ) | (214,499 | ) | ||||
Total Liabilities and Shareholders' Deficit
|
$ | 14,540 | $ | 6,553 |
Writers' Group Film Corp.
|
Consolidated Statement of Operations
|
(Unaudited)
|
For The Three Months Ended June 30,
|
||||||||
2013
|
2012
|
|||||||
Operating Costs and Expenses
|
||||||||
Wages and benefits
|
45,578 | 38,010 | ||||||
Audit and accounting
|
14,891 | 20,400 | ||||||
Legal fee
|
7,933 | 4,377 | ||||||
Other general and administrative
|
21,853 | 10,611 | ||||||
Total operating expenses
|
90,255 | 73,398 | ||||||
Loss from operations
|
(90,255 | ) | (73,398 | ) | ||||
Other income (expense)
|
||||||||
Gain (loss) from derivative liabilities
|
(1,199,371 | ) | 258,017 | |||||
Interest expense
|
(53,046 | ) | (16,331 | ) | ||||
Net income (loss)
|
(1,342,672 | ) | 168,288 | |||||
Net income (loss) per share
|
||||||||
Basic
|
(0.00 | ) | 0.00 | |||||
Diluted
|
(0.00 | ) | (0.00 | ) | ||||
Weighted average common shares outstanding:
|
||||||||
Basic
|
1,876,000,763 | 542,780,633 | ||||||
Diluted
|
1,876,000,763 | 3,048,980,633 |
Writers' Group Film Corp.
|
Consolidated Statement of Cash Flows
|
(Unaudited)
|
For The Three Months Ended June 30,
|
||||||||
2013
|
2012
|
|||||||
Cash Flows From Operating Activities
|
||||||||
Net Income (loss)
|
$ | (1,342,672 | ) | $ | 168,288 | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||
Gain (loss) on derivative liability
|
1,199,371 | (258,017 | ) | |||||
Amortization of debt discount
|
49,163 | 15,120 | ||||||
Imputed interest on related party loan
|
- | 1,211 | ||||||
Changes in operating assets and liabilities:
|
||||||||
Account receivable, related party
|
- | 42,850 | ||||||
Prepaid expenses and other current assets
|
(2,040 | ) | (2,414 | ) | ||||
Accounts payable
|
4,651 | (23,564 | ) | |||||
Accrued liabilities
|
18,961 | 8,510 | ||||||
Net cash used in operating activities
|
(72,566 | ) | (48,016 | ) | ||||
Cash Flows From Investing Activities
|
||||||||
Loan repayment by related parties
|
- | 75 | ||||||
Net cash provided by investing activities
|
- | 75 | ||||||
Cash Flows From Financing Activities
|
||||||||
Borrowing on short term notes payable
|
77,000 | 32,500 | ||||||
Proceeds from related party advances
|
1,513 | - | ||||||
Deferred financing costs
|
(5,000 | ) | - | |||||
Net cash provided by financing activities
|
73,513 | 32,500 | ||||||
Net increase (decrease) in cash and cash equivalents
|
947 | (15,441 | ) | |||||
Cash and cash equivalents, beginning of period
|
1,143 | 15,599 | ||||||
Cash and cash equivalents, end of period
|
$ | 2,090 | $ | 158 | ||||
Supplemental disclosure information:
|
||||||||
Income taxes paid
|
$ | - | $ | - | ||||
Interest paid
|
$ | - | $ | - | ||||
Non-cash financing activities:
|
||||||||
Common shares issued for convertible debt and accrued interests
|
$ | 48,785 | $ | 15,120 | ||||
Cashless warrant exercise
|
$ | 264 | $ | |||||
Preferred Series B conversion to common stock
|
$ | 1,000 | $ | - | ||||
Deb discount resulting from recognition of derivative
|
$ | 72,062 | $ | - | ||||
Reclassification of derivative liabilities to additional paid in capital
|
$ | 1,294,981 | $ | 271,566 |
As of June 30, 2013
|
Total
|
Quoted Prices in Active Markets
for Identical Instruments Level 1
|
Significant Other Observable
Inputs Level 2
|
Significant Unobservable
Inputs Level 3
|
|||||||
Derivative Liabilities
|
$
|
-
|
$
|
-
|
As of March 31, 2013
|
Total
|
Quoted Prices in Active Markets
for Identical Instruments Level 1
|
Significant Other Observable
Inputs Level 2
|
Significant Unobservable
Inputs Level 3
|
|||||||
Derivative Liabilities
|
$
|
23,550
|
$
|
23,550
|
June 30,
2013
|
March 31,
2013
|
|||||||
Note payable, net of debt discount of $0 and $7,362, respectively
|
$
|
100,000
|
$
|
101,700
|
Convertible debt outstanding, net of debt discount of $0 on March 31, 2013
|
$ | 20,727 | ||
Add: issuance of convertible debts, net of debt discount of $11,500
|
- | |||
Assignment from Nancy Louise Jones, net of debt discount of $60,562
|
- | |||
Reclassification from nonconvertible debt to convertible debt, net of debt discount of $7,362
|
8,638 | |||
Amortization of debt discount
|
47,163 | |||
Less: principal converted into common stock
|
(48,145 | ) | ||
Convertible debt outstanding, net of debt discount of $32,261
|
$ | 28,383 |
Balance at March 31, 2013
|
$ | 23,550 | ||
ASC 815-15 additions
|
||||
Asher Enterprise note
|
132,409 | |||
Magna Group LLC notes
|
139,524 | |||
Other convertible notes
|
2,485,220 | |||
ASC 815-15 deletions
|
||||
Asher Enterprise note
|
(96,892 | ) | ||
Magna Group LLC notes
|
(130,120 | ) | ||
Other convertible notes
|
(1,043,357 | ) | ||
Asher Enterprise warrants
|
(24,614 | ) | ||
Change in fair value
|
(1,485,720 | ) | ||
Balance at June 30, 2013
|
$ | 0 |
For the Three Months Ended June 30, 2013
|
||||
Excess of fair value of liabilities over note payable
|
$
|
2,685,091
|
||
Change in fair value
|
(1,485,720
|
)
|
||
Total Derivative (Gain) Loss
|
$
|
1,199,371
|
Number of Units
|
Weighted-Average Exercise Price
|
Weighted-Average Remaining Contractual Term (in years)
|
Intrinsic value
|
|||||||||||||
Outstanding at March 31, 2013
|
49,230,769 | $ | 0.00 | 4.59 | $ | 52,554 | ||||||||||
Exercises
|
(26,373,626 | ) | 0.00 | - | - | |||||||||||
Forfeitures
|
(22,857,143 | ) | 0.00 | - | - | |||||||||||
Outstanding at June 30, 2013
|
- | $ | - | - | $ | - |
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
·
|
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.
|
* 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
|
WRITERS’ GROUP FILM CORP
|
|||
August 16, 2013
|
By:
|
/s/ Eric Mitchell
|
|
Eric Mitchell, President and Sole Director
|
|||
By:
|
/s/ Eric Mitchell
|
||
Chief Financial Officer and Chief Accounting Officer/Controller
|
|||
Date: August 16, 2013
|
By:
|
/s/ Eric Mitchell
|
|
Eric Mitchell,
|
|||
President Principal Executive Officer
|
Date: August 16, 2013
|
By:
|
/s/ Eric Mitchell
|
|
Eric Mitchell,
|
|||
Treasurer and Director Principal Financial Officer
|
Date: August 16, 2013
|
By:
|
/s/ Eric Mitchell
|
|
Eric Mitchell,
|
|||
President, Principal Executive Officer
|
|||
Date: August 16, 2013
|
By:
|
/s/ Eric Mitchell
|
|
Eric Mitchell,
|
|||
Treasurer, Principal Financial Officer
|
Derivative Liabilities (Tables)
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liabilities included in the consolidated balance sheet |
The following table summarizes the derivative liabilities included in the consolidated balance sheet:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summarizes the derivative (gain) or loss recorded |
The following table summarizes the derivative (gain) or loss recorded as a result of the derivative liabilities above:
|
Consolidated Statement of Operations (Unaudited) (USD $)
|
3 Months Ended | |
---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Operating Costs and Expenses | ||
Wages and benefits | $ 45,578 | $ 38,010 |
Audit and accounting | 14,891 | 20,400 |
Legal fee | 7,933 | 4,377 |
Other general and administrative | 21,853 | 10,611 |
Total operating expenses | 90,255 | 73,398 |
Loss from operations | (90,255) | (73,398) |
Other income (expense) | ||
Gain (loss) from derivative liabilities | (1,199,371) | 258,017 |
Interest expense | (53,046) | (16,331) |
Net income (loss) | $ (1,342,672) | $ 168,288 |
Net income (loss) per share | ||
Basic | $ 0.00 | $ 0.00 |
Diluted | $ 0.00 | $ 0.00 |
Weighted average common shares outstanding: | ||
Basic | 1,876,000,763 | 542,780,633 |
Diluted | 1,876,000,763 | 3,048,980,633 |
Derivative Liabilities
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note 5 - DERIVATIVE LIABILITIES |
Convertible Notes
The Company valued the embedded derivatives (see discussion below) using Black-Scholes Option Pricing Model based on the following assumptions:
- Dividend yield: 0% - Volatility: 216.68%-290.85% - Risk free rate: 0.03%-0.10%
Asher Enterprises As discussed in Note 4, Asher note of $16,000 became convertible on May 1, 2013. The conversion feature should be classified as derivative liabilities and recorded at fair value. The fair value of the conversion feature was determined to be $132,409 on May 1, 2013 and was recognized as derivative loss. As a result of full conversion on May 29, 2013, under ASC 815-15 Derivative and Hedging, the instrument should be measured at fair value at the date of the termination with the change in fair value recorded earnings. Total fair value of the conversion feature on conversion dates was $96,892 and this value was reclassified out of liabilities to equity.
Magna Group LLC As discussed in Note 4, the conversion feature of Magna notes were tainted by Asher note on May 1, 2013 and should be classified as derivative liabilities and recorded at fair value. The fair value of the conversion feature of the two Magna notes was determined to be $139,524, out of which $72,062 was recorded as debt discount and $67,462 was recorded as derivative loss. As a result of conversion of $10,000 debt principal on May 10, 2013 and the termination of derivative treatment on May 29, 2013, under ASC 815-15 Derivative and Hedging, the instrument should be measured at fair value at the date of the termination with the change in fair value recorded earnings. Total fair value of the conversion feature on conversion and termination dates was $130,120 and this value was reclassified out of liabilities to equity.
Other Third Party and Related Party Convertible Notes As discussed in Note 4, the conversion feature of other third party notes was tainted by Asher note on May 1, 2013. In addition, the conversion feature of related party convertible debt of $1,550 was also tainted for the same reason. The conversion features should be classified as derivative liabilities and recorded at fair value. The fair value of the conversion feature of these debts was determined to be $2,485,220 and was recorded as derivative loss. As a result of conversion of $250 debt principal on May 2, 2013 and the termination of derivative treatment on May 29, 2013, under ASC 815-15 Derivative and Hedging, the instrument should be measured at fair value at the date of the termination with the change in fair value recorded earnings. Total fair value of the conversion feature on conversion and termination dates was $1,043,357 and this value was reclassified out of liabilities to equity.
Warrants
As discussed in Note 4, 49,230,769 warrants issued with the Asher debt should be classified as derivative liability and recorded at fair value at the termination date. Asher settled all the warrants on June 5, 2013. The fair value of the warrants on June 5, 2013 was determined to be $24,614 using Black-Scholes Option Pricing Model based on the following assumptions and was reclassified out of liabilities to equity:
- Dividend yield: 0% - Volatility: 353.50% - Risk free rate: 0.75%
The following table summarizes the derivative liabilities included in the consolidated balance sheet:
The following table summarizes the derivative (gain) or loss recorded as a result of the derivative liabilities above:
|
Convertible Debt (Details Narrative) (USD $)
|
3 Months Ended |
---|---|
Jun. 30, 2013
|
|
Convertible debts | $ 2,145 |
Accrued interest | 640 |
Common stock Shares | 214,500,000 |
Asher Enterprises [Member]
|
|
Amortized debt discount | 7,362 |
Unamortized debt discount | 32,261 |
Convertible debts | 48,145 |
Accrued interest | 640 |
Common stock Shares | 465,589,979 |
Magna Group, LLC [Member]
|
|
Amortized debt discount | 39,801 |
Unamortized debt discount | 32,261 |
Convertible debts | 30,000 |
Accrued interest | |
Common stock Shares | 115,151,517 |
Equity (Tables)
|
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summarizes the Company's warrant activity | The following table summarizes the Companys warrant activity for the three months ended June 30, 2013:
|
Derivative Liabilities (Details1) (USD $)
|
3 Months Ended | |
---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Notes to Financial Statements | ||
Excess of fair value of the derivative over note payable | $ 2,685,091 | |
Change in fair value | (1,485,720) | |
Total Derivative (Gain) Loss | $ 1,199,371 | $ (258,017) |
Derivative Liabilities (Details) (USD $)
|
3 Months Ended |
---|---|
Jun. 30, 2013
|
|
Notes to Financial Statements | |
Balance at March 31, 2013 | $ 23,550 |
ASC 815-15 additions Asher Enterprise notes | 132,409 |
ASC 815-15 additions Magna Group LLC notes | 139,524 |
ASC 815-15 additions Other convertible notes | 2,485,220 |
ASC 815-15 deletions Asher Enterprise notes | (96,892) |
ASC 815-15 deletions Magna Group LLC notes | (130,120) |
ASC 815-15 deletions Other convertible notes | (1,043,357) |
ASC 815-15 deletions Asher Enterprise warrants | (24,614) |
Change in fair value | (1,485,720) |
Balance at June 30, 2013 | $ 0 |
Organization, Business Operations and Significant Accounting Policies
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note 1 - ORGANIZATION, BUSINESS OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES | Organization and Business Operations
Writers Group Film Corp. (we, 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, Inc. (Front Row) was incorporated on July 27, 2010 in Nevada. The Company 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 February 25, 2011, the Company acquired Front Row in exchange for 100,000,000 common shares in a transaction accounted for as a reverse merger. As a result of this transaction, Front Rows shareholders became the Companys majority shareholders. The accompanying unaudited interim financial statements of Writers Group Film Corp. have been prepared in accordance with accounting principles generally accepted in the United States of America and rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Companys annual report on Form 10-K for the initial period ended March 31, 2013 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.
A reclassification has been made to the balance sheet as of March 31, 2013. There was no change to previously reported statement of operations or cash flow for the year ended March 31, 2013.
Correction of Prior Period
In accordance with the SECs Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company recorded a non-cash adjustment for the year ended March 31, 2012 which served to reduce additional paid in capital by $566,072 and increase debt discount and retained earnings by $9,942 and $556,130, respectively. See more discussion in Note 1 in Form 10-K filed on July 16, 2013.
To carry forward this non-cash adjustment to the quarter ended June 30, 2012 financials, the Company reduced additional paid in capital and debt discount by $566,072 and $19,062, respectively, and increased interest expense and retained deficit by $9,120 and $547,010, respectively. Consequently, the balance sheet as of June 30, 2012 and the statements of operations, cash flows for the three months ended June 30, 2012 were adjusted to reflect the correction of this error. In evaluating materiality and determining the appropriateness of applying SAB 108 to this error, the Company considered materiality both qualitatively and quantitatively as prescribed by the SECs Staff Accounting Bulletin No. 99.
Fair Value Measurements
As defined in ASC 820 Fair Value Measurements, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).
The three levels of the fair value hierarchy defined by ASC 820 are as follows:
Level 1 Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.
Level 2 Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.
Level 3 Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in managements best estimate of fair value.
The following table sets forth by level within the fair value hierarchy the Companys financial assets and liabilities that were accounted for at fair value as of June 30, 2013 and March 31, 2013. As required by ASC 820, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Companys assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.
|
Notes Payable
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
|||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||
Note 3 - NOTES PAYABLE |
Notes payable consists of the following:
Asher Enterprises Notes Payable
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. 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 Companys Common Stock. The conversion price will be 50% multiplied by the average of the lowest two trading price for the Common Stock during the 20 trading day period ending on the latest complete trading day prior to the conversion date. As of June 30, 2013, the note is not convertible yet.
On April 10, 2013, the Company borrowed $28,000 from Asher Enterprises. The maturity date of this note is January 15, 2014. 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 Companys 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. As of June 30, 2013, the note is not convertible yet.
On May 13, 2013 the Company borrowed $27,500 from Asher Enterprises. The maturity date of this note is February 17, 2014. 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 Companys 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. As of June 30, 2013, the note is not convertible yet.
Mrs. Nancy Louise Jones
On November 26, 2010, the Company borrowed $60,562 from Mrs. Nancy Louise Jones, wife of Mr. John Diaz, the former CEO and major shareholder. The note carried zero interest and is due on September 8, 2013. On May 2, 2013, Nancy Louise Jones assigned her $60,562 note to Magna Group LLC (see Note 4). The maturity date of this amended note is January 2, 2014. 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. 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 or debt modification. See more discussion about the new debt in Note 4.
On June 12, 2013, the Company borrowed $12,000 from Mrs. Nancy Louise Jones. Out of the $12,000 debt proceeds $2,000 was paid to Mrs. Nancy Louise Jones for legal and administrative fees. The maturity date of this note is August 31, 2013. This loan bears an interest rate of 12% per annum. |
Equity
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Jun. 30, 2013
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Notes to Financial Statements | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note 6 - EQUITY |
For the Three Months Ended June 30, 2013:
Warrants
As discussed in Note 4, along with the note payable, the Company issued warrants to purchase 49,230,769 shares of common stock to Asher Enterprise Inc. 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 June 5, 2013, Asher Enterprises exercised 26,373,626 warrants for common stock. Instead of paying cash to the Company, Asher Enterprises forfeited the remaining 22,857,143 warrants as consideration given to exercise the warrants. The following table summarizes the Companys warrant activity for the three months ended June 30, 2013:
Common Shares issued for convertible notes:
During the three months ended June 30, 2013, convertible debts of $48,145 along with accrued interest of $640 were converted into 465,589,979 common shares. See Note 4.
Conversion of Preferred Stock into Common Stock
On May 1, 2103, Tal L Kapelner converted 10,000 shares of preferred stock series B into 100,000,000 common shares. |
Convertible Debt
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Jun. 30, 2013
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Notes to Financial Statements | ||||||||||||||||||||||||||||||||||||
Note 4 - CONVERTIBLE DEBTS |
During the three months ended June 30, 2013, $48,145 of convertible debts and $640 of accrued interest was converted into 465,589,979 shares of common stock.
Asher Enterprises, Inc.
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%. On May 1, 2013, after 180 days following the date of the note, the note became convertible. Asher Enterprises had the right to convert all or a portion of the remaining outstanding principal amount of this note into shares of the Companys Common Stock. The conversion price was 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. 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. Asher Enterprise converted principal of $16,000 and interest of 640 into 135,938,462 common shares, bringing the note balance to $0. Debt discount of $7,362 was amortized during the three months ended June 30, 2013.
The Company analyzed the conversion option of the Asher note for derivative accounting consideration under ASC 815-15 Derivatives and Hedging and determined that the embedded conversion feature should be classified as a liability due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The embedded conversion feature was measured at fair value at the date of inception and at the termination of the instrument with the change in fair value recorded to earnings.
The Company analyzed the warrants for derivative accounting consideration under ASC 815-15 Derivatives and Hedging and determined that the warrants should be classified as a liability due to their not being indexed to the Companys common stock. The warrants were measured at fair value at the date of inception and at the end of each reporting period or termination of the instrument with the change in fair value recorded to earnings. See discussion related to the derivative liabilities in Note 5 and warrants in Note 6.
Magna Group, LLC
On May 2, 2013 Magna Group LLC purchased the note payable of $60,562 from Mrs. Nancy Louise Jones and entered into an amended debt agreement with the Company. See Note 3. On May 9, 2013, Magna issued another convertible note of $11,500 to the Company. The note bears interest of 12% per annum, is due on January 9, 2014 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. Magna converted debt principal of $30,000 into 115,151,517 common shares during the three months ended June 30, 2013.
As the Asher debt became convertible on May 1, 2013, the conversion option of Magna convertible notes became tainted, that is, under ASC 815-15 Derivatives and Hedging, it should be recorded as derivative liability. The derivative treatment resulted in a full debt discount on the Magna notes. During the three months ended June 30, 2013, debt discount of $39,801 was amortized and the unamortized discount is $32,261 as of June 30, 2013. As a result of the full conversion of Asher convertible debt on May 29, 2013, the derivative treatment on Magna debts ended and the derivative liabilities were reclassified back to equity. See discussion in Note 5.
Other Third Party Convertible Notes
The convertible debts were issued in September 2009, bear an interest rate at 8% per annum, due in one year, and are convertible at $0.00001 per share.
During the three months ended June 30, 2013, debt principal of $2,145 has been converted into 214,500,000 common shares.
As the Asher debt became convertible on May 1, 2013, the conversion option of all other third party convertible notes became tainted. Under ASC 815-15 Derivatives and Hedging, it should be recorded as derivative liability. As a result of the full conversion of Asher convertible debt on May 29, 2013, the derivative treatment on these convertible debts ended and the derivative liabilities were reclassified back to equity. See discussion in Note 5. |
Equity (Details Narrative) (USD $)
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3 Months Ended |
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Jun. 30, 2013
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Convertible debts | $ 48,145 |
Accrued interest | 640 |
Warrant [Member]
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Forfeited the remaining warrants | 22,857,143 |
Warrants for common stock | $ 26,373,626 |