Amended Quarterly Report (10-q/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Amendment No. 1

☒ QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: December 31, 2013

☐ TRANSITION REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from:

Commission file number: 000-53641

	TRULI MEDIA GROUP, INC
	(Exact name of registrant as specified in its charter)

Oklahoma		26-3090646
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.

515 Chalette Drive, Beverly Hills, CA		90210
(Address of principal executive offices)		(Zip Code)

Issuer’s telephone number (310) 274-0224

(Former name, former address and former fiscal year, if changed since last report)

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. 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 than the registrant was required to submit and post such files). 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. See the definitions of “large accelerated filed,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☐

(Do not check if a smaller reporting company)

Smaller reporting company ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of February 14, 2014 the number of shares of the registrant’s common stock outstanding was 92,950,765.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A amends the Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2013, which was originally filed on February 14, 2014 (the “Original Filing”), of Truli Media Group, Inc. (the “Company).

We are filing this Amendment No. 1 to reflect the restatement of our unaudited condensed consolidated financial statements contained herein. On June 16, 2014, management concluded that, because of an error identified in the Company's previously issued financial statements for the quarter ended December 31, 2013, the Company should restate its previously issued financial statements for the relevant periods. Accordingly, investors should no longer rely upon the Company's previously released financial statements and related auditors' reports for these periods or any earnings releases or other communications relating to these periods.

The Company determined that, because of a misapplication of the accounting guidance related to convertible debt and warrants issued in September 2013, and a full-ratchet anti-dilution feature that was included in these instruments, the Company’s previously restated issued unaudited financial statements for the three and nine months ended December 31, 2013 included in the Company’s Quarterly Report on Form 10-Q for the nine months ended December 31, 2013 (the “Previously Issued Financial Statements”) filed with the United States Securities and Exchange Commission (the “SEC”) contain certain errors that materially impact the previously issued financial statements.

On September 10, 2013, the Company issued $501,337 of the Company’s 12% Senior Convertible Debentures (“12% Debentures”). In connection with the transaction, the Company also issued common stock purchase warrants to acquire 25,066,850 shares. The warrants had an exercise price of $0.05 per share. The Company also issued common stock purchase warrants to acquire 2,506,685 shares as payment for services. Both the 12% Debentures and the warrants contain full-ratchet anti-dilution features. At the time of filing the Previously Issued Financial Statements, the Company did not account for the reset provisions as a derivative in accordance with Accounting Standards Codification (ASC) 815, Derivatives and Hedging. As a result, the Company will recognize additional expense of approximately $363,000 and $1,522,000 for the three and nine month periods ended December 31, 2013, respectively. The derivative liabilities will increase by approximately $2,115,000 at December 31, 2013.

Please see Note 10 – Restatement contained in the Notes to Unaudited Condensed Consolidated Financial Statements appearing later in this Form 10-Q/A Amendment No. 1 which further describes the effect of these restatements. In addition, we have amended the following section of this Report:

Part I.

Item 2. – Management Discussion and Analysis of Financial Condition and Results of Operations

No attempt has been made in this Amendment No. 1 to the Form 10-Q/A for the period ended December 31, 2013 to modify or update the other disclosures presented in the Previously Restated Financial Statements, except as set forth herein. This Amendment No. 1 on Form 10-Q/A does not reflect events occurring after the filing of the Original Report or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with our other filings with the SEC including the Original Filing and the Previously Restated Financial Statements.

TABLE OF CONTENTS

		Page number
Part I -	Part I - Financial Information
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of December 31, 2013 (unaudited) and March 31, 2013, as restated	3
	Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2013 and 2012, and for the period October 19, 2011 (date of inception) to December 31, 2013, as restated	4
	Unaudited Condensed Consolidated Statements of Stockholders Deficit for the period from October 19, 2011(date of inception) through December 31, 2013, as restated	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2013 and 2012, and for the period October 19, 2011 (date of inception) to December 31, 2013, as restated	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
	Forward-Looking Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	25

Part II –	Other Information
Item 1.	Legal Proceedings	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	26

	Signatures	27

ITEM 1. FINANCIAL STATEMENTS

TRULI MEDIA GROUP, INC.

(a development stage company)

CONDENSED CONSOLIDATED BALANCE SHEETS

	December 31, 2013			March 31, 2013
	(unaudited) (Restated)
Assets
Current Assets
Cash and cash equivalents	$	19,802		$	1,296
Prepaid expenses		155,884			77,033
Total Current Assets		175,686			78,329

Total Assets	$	175,686		$	78,329

Liabilities and Stockholders’ Deficit
Current Liabilities:
Accounts payable and accrued liabilities	$	269,953		$	116,057
Accrued interest, related party		42,987			25,401
Notes payable - officers		593,609			536,542
Note payable, others		42,975			-
Convertible note, net of unamortized debt discount of $79,329		790,177			-
Derivative liability		2,261,738			-
Total Current Liabilities		4,001,439			678,000

Long-Term Liabilities:
Long-term notes payable		-			42,975
Total Liabilities		4,001,439			720,975

Commitments and Contingencies

Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding as of December 31, 2013 and March 31, 2013		-			-
Common stock, $0.001 par value; 495,000,000 shares authorized; 92,950,765 and 83,651,493 shares issued and outstanding as of December 31, 2013 and March 31, 2013, respectively		92,951			83,652
Additional paid in capital		1,969,673			1,444,412
Common stock to be issued		16,250			-
Deficit accumulated during development stage		(5,904,627	)		(2,170,710	)
Total stockholders’ deficit		(3,825,753	)		(642,646	)
Total Liabilities and Stockholders’ Deficit	$	175,686		$	78,329

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

TRULI MEDIA GROUP, INC.

(a development stage company)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three months ended December 31,			Three months ended December 31,			Nine months ended December 31,			Nine months ended December 31,			For the Period From October19, 2011 (date of inception) to December 31,
	2013			2012			2013			2012			2013
Operating expenses:	(Restated)						(Restated)						(Restated)
Selling, general and administrative	$	428,913		$	476,230		$	1,161,464		$	869,138		$	3,247,036
Total operating expenses		428,913			476,230			1,161,464			869,138			3,247,036
Loss from operations		(428,913	)		(476,230	)		(1,161,464	)		(869,138	)		(3,247,036	)

Other income (expenses):
Interest expense		(1,658,347	)		(14,866	)		(3,761,135	)		(49,069	)		(3,821,272	)
Gain on change in fair value of derivative liability		1,209,757			-			1,439,351			-			1,439,351
Loss on default of convertible note		-			-			(250,669	)		-			(250,669	)
Total other expenses		(448,590	)		(14,866	)		(2,572,453	)		(49,069	)		(2,632,590	)

Loss from operations before income taxes		(877,503	)		(491,096	)		(3,733,917	)		(918,207	)		(5,879,626	)
Provision for income taxes		-			-			-			-			-
Net loss	$	(877,503	)	$	(491,096	)	$	(3,733,917	)	$	(918,207	)	$	(5,879,626	)

Net loss per share – basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.04	)	$	(0.02	)

Weighted average common shares – basic and diluted		89,341,528			59,997,526			86,496,523			50,701,244

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

TRULI MEDIA GROUP, INC.

(a development stage company)

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

FOR THE PERIOD FROM OCTOBER 19, 2011 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2013

	Common stock						Common stock to be issued						Common stock to be cancelled						Additional Paid in			Deficit accumulated during Development			Total Stockholders'
	Stock			Amount			Stock			Amount			Stock			Amount			Capital			stage			Deficit
Balance at date of inception (October 19, 2011 as adjusted for recapitalization)		-		$	-			44,400,000		$	44,400			(58,976,400	)	$	(58,976	)	$	8,502		$	6,074		$	-
Net loss		-			-			-			-			-			-			-			(1,031,287	)		(1,031,287	)
Balance as of March 31, 2012		-			-			44,400,000			44,400			(58,976,400	)		(58,976	)		8,502			(1,025,213	)		(1,031,287	)
Common stock issued in connection with the share exchange transaction on June 13, 2012, effect of recapitalization		74,576,623			74,577			-			-			-			-			(43,504	)		(31,074	)		-
Common stock issued for services		1,500,000			1,500			-			-			-			-			103,700			-			105,200
Fair value of vested stock options		-			-			-			-			-			-			163,661			-			163,661
Debt Conversion		22,153,847			22,154			-			-			-			-			1,177,846			-			1,200,000
Common stock to be issued now issued		44,400,000			44,400			(44,400,000	)		(44,400	)		-			-						-			-
Common stock canceled		(58,976,400	)		(58,976	)		-			-			58,976,400			58,976			-			-			-
Rounding off adjustment on forward stock split of 1:1		(2,248	)		(2	)		-			-			-			-			2			-			-
Rounding off adjustment on forward stock split of 1.2:1		(329	)		(1	)		-			-			-			-			1			-			-
Imputed interest on related party notes		-			-			-			-			-			-			34,203			-			34,203
Net loss		-			-			-			-			-			-			-			(1,114,423	)		(1,114,423	)
Balance as of March 31, 2013		83,651,493			83,652			-			-			-			-			1,444,412			(2,170,710	)		(642,646	)
Common stock to be issued for services		-			-			596,921			16,250			-			-						-			16,250
Common stock issued for services		9,299,272			9,299									-			-			339,826			-			349,125
Fair value of vested stock options		-			-			-			-			-			-			29,348			-			29,348
Fair value of warrant issued for service, restated		-			-			-			-			-			-			585			-			585
Extinguished derivative liability																				155,502						155,502
Net loss, restated		-			-			-			-			-			-			-			(3,733,917	)		(3,733,917	)
Balance as of December 31, 2013, as restated		92,950,765		$	92,951			596,921		$	16,250			-		$	-		$	1,969,673		$	(5,904,627	)	$	(3,825,753	)

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

TRULI MEDIA GROUP, INC.

(a development stage company)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine months ended December 31,			Nine months ended December 31,			For the Period From October 19, 2011 (date of inception) to December 31,
	2013			2012			2013
Cash Flows from Operating Activities	(Restated)						(Restated)
Net loss	$	(3,733,917	)	$	(918,207	)	$	(5,879,626	)
Adjustments to reconcile net loss to net cash used in operating activities
Operating expenses incurred by related party on behalf of the Company		24,903			567,357			1,565,945
Imputed interest on related party notes		-			34,203			34,203
Amortization of discount on convertible debt		639,508			-			639,508
Fair value of vested stock options		29,348			139,964			193,009
Change in fair market value of derivative liability		(1,439,351	)		-			(1,439,351	)
Loss on excess fair value of derivative liability at inception		3,058,107			-			3,058,107
Warrant issued for service		80,232			-			80,232
Common stock to be issued for services		16,250			25,000			16,250
Common stock issued for services		324,990			-			430,190
Loss on default of convertible note		250,669			-			250,669
Changes in operating assets and liabilities:
Increase in accounts payable and accrued liabilities		171,483			20,674			312,941
Increase in prepaid expenses		(54,716	)		-			(131,749	)
Net cash used in operating activities		(632,494	)		(131,009	)		(869,673	)

Cash Flows from Investing Activities		-			-			-

Cash Flows from Financing Activities
Proceeds from notes payable, long term		-			26,000			42,975
Proceeds from notes payable, related party		32,163			107,500			227,663
Proceeds from convertible notes		618,837			-			618,837
Net cash provided by financing activities		651,000			133,500			889,475

Net increase in cash and cash equivalents		18,506			2,491			19,802

Cash and Cash Equivalents, beginning of period		1,296			-			-

Cash and Cash Equivalents, end of period	$	19,802		$	2,491		$	19,802

Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	-		$	-		$	-
Cash paid during the period for income taxes	$	-		$	-		$	-

Supplemental schedule of non-cash investing and financing activities:
Recapitalization effect on reverse acquisition	$	-		$	25,000		$	25,000
Issuance of common stock from common stock to be issued	$	-		$	37,000		$	44,400
Cancelation of common stock	$	-		$	49,147		$	58,976
Common stock issued upon conversion of debt	$	-		$	-		$	1,200,000
Common stock issued for prepaid services	$	157,800		$	-		$	157,800
Derivative liability at inception	$	3,856,591		$	-		$	3,856,591
Extinguished derivative liability	$	155,501		$	-		$	155,501

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

TRULI MEDIA GROUP, INC.

(a development stage company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENT

DECEMBER 31, 2013

(unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

Truli Media Group, Inc., a publicly traded Oklahoma Corporation formerly known as SA Recovery Corp., was incorporated on July 28, 2008 in the State of Oklahoma. In connection with the consummation of a triangular reorganization transaction on June 13, 2012 with Truli Media Group, LLC, a Delaware corporation (“Truli LLC”) formed on October 19, 2011 (date of inception), the accounting acquirer (see below), Truli Inc. changed its name to Truli Media Group, Inc. The historical financial statements are those of Truli LLC, the accounting acquirer, immediately following the consummation of the reverse merger. All references that refer to (the “Company” or “Truli Inc.” or “we” or “us” or “our”) are to Truli Media Group, Inc., the Registrant and its wholly owned subsidiaries unless otherwise differentiated.

Truli Media Group, Inc. (“Truli” or the “Company”), headquartered in Beverly Hills, California, is a development stage company that is in the on-demand media and social networking markets. Truli, with a website and multi-screen platform, has commenced operations as an aggregator of family-friendly, faith-based Christian content, media, music and Internet Protocol Television (“IPTV”) programming.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance accounting principles generally accepted in the United States of America for interim financial information and Rule 8-03 of Regulation S-X and with the instructions to Form 10-Q, and therefore, do not include all the information necessary for a fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Accordingly the operating results for the nine months ended December 31, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2014. The unaudited condensed consolidated financial statements should be read in conjunction with the March 31, 2013 consolidated financial statements and footnotes.

Merger and Corporate Restructure

On June 13, 2012, Truli entered into a Reorganization Agreement (the “Reorganization Agreement") with Truli LLC, and SA Recovery Merger Subsidiary, Inc., pursuant to an Agreement and Plan of Merger. Under the terms of the Agreement, all of Truli’s LLC member interests were exchanged for 44,400,000 [1] shares of Truli’s common stock, or approximately 74 % of the fully diluted issued and outstanding common stock of Truli.

Pursuant to the Reorganization Agreement, as part of the transaction the members of and other designees of Truli LLC acquired a controlling interest in Truli Inc. Truli was a publicly registered corporation with nominal operations immediately prior to the merger. For accounting purposes, Truli LLC was the surviving entity. The transaction is accounted for as a recapitalization of Truli LLC pursuant to which Truli LLC is treated as the surviving and continuing entity although Truli LLC is the legal acquirer rather than a reverse acquisition. Accordingly, Truli’s historical financial statements are those of Truli LLC immediately following the consummation of the reverse acquisition.

Pursuant to the Reorganization Agreement the Company has, (1) cancelled 58,976,400 [1] shares of Truli Inc. common stock, (2) issued 44,400,000 [1] shares of Truli’s common stock in exchange for acquisition of all of Truli LLC member interests; and (3) eliminated the accumulated deficit, including forgiveness of related party debt and record recapitalization of Company that existed prior to the consummation of the reverse acquisition.

All references to common stock, share and per share amounts have been retroactively restated to reflect the reverse acquisition as if the transaction had taken place as of the beginning of the earliest period presented.

The total consideration paid was $-0- and the significant components of the transaction are as follows:

Assets:	$	-
Liabilities:
Net liabilities assumed	$	-
Total consideration:	$	-

[1] All share and per share data presented herein reflect the impact of stock dividend in form (forward stock split in substance) of 1:1 effective August 10, 2012 and 1.2:1 effective March 13, 2013.

Change in Fiscal Year

Effective June 13, 2012, the Company changed its fiscal year end from February 28th to March 31st as a result of the Merger to conform its fiscal year to that of Truli LLC.

Name Change

As a result of the Reorganization, the name of the Company was changed from SA Recovery Corp to Truli Media Group, Inc.

Cash and Cash Equivalents

The Company considers all short-term highly liquid investments with a remaining maturity at the date of purchase of three months or less to be cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Development Stage Entity

The Company is considered to be a development stage entity, as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 915. From its inception (October 19, 2011) through the date of these unaudited condensed consolidated financial statements, the Company has not generated any revenues and has incurred significant expenses. Consequently, its operations are subject to all the risks inherent in the establishment of a new business enterprise. For the period from October 19, 2011 (date of inception) through December 31, 2013, the Company has accumulated losses from operations of $5,904,627.

Income Taxes

The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and relate primarily to stock based compensation basis differences. As of December 31, 2013, the Company has provided a 100% valuation against the deferred tax benefits.

Earnings (Loss) Per Share

The Company follows ASC 260, “Earnings Per Share” for calculating the basic and diluted earnings (loss) per share. Basic earnings (loss) per share are computed by dividing earnings (loss) available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Common share equivalents are excluded from the diluted earnings (loss) per share computation if their effect is anti-dilutive. There were 119,368,397 and nil outstanding common share equivalents at December 31, 2013 and 2012, respectively.

	December 31,		December 31,
	2013		2012
Options		3,738,000		-
Warrants		68,939,238		-
Convertible notes payable		46,691,159		-
		119,368,397		-

Web-site Development Costs

The Company has elected to expense web-site development costs as incurred.

Research and Development

The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred.

Fair Value

Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying amount reported in the unaudited condensed consolidated balance sheet for accounts payable and accrued expenses and notes payable approximates fair value because of the immediate or short-term maturity of these financial instrument.

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities”.

Professional standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument”.

The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note.

ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability.

Stock-Based Compensation

The Company utilizes the Black-Scholes option-pricing model to determine fair value of options granted as stock-based compensation, which requires us to make judgments relating to the inputs required to be included in the model. In this regard, the expected volatility is based on the historical price volatility of the Company’s common stock. The dividend yield represents the Company’s anticipated cash dividend on common stock over the expected life of the stock options. The U.S. Treasury bill rate for the expected life of the stock options is utilized to determine the risk-free interest rate. The expected term of stock options represents the period of time the stock options granted are expected to be outstanding.

Stock-based compensation expense related to vested options was $29,348 and $nil during the nine months ended December 31, 2013 and 2012, respectively and $6,653 and $nil during the three months ended December 31, 2013 and 2012, respectively. For the period from October 19, 2011 (date of inception) through December 31, 2013, the Company charged to operations stock based compensation expense related to vested options of $193,009.

Commitments and Contingencies

The Company is subject to legal proceedings and claims from time to time which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its consolidated financial position, results of operations or liquidity.

Reclassifications

Certain reclassifications have been made to conform the prior period data to the current presentations. These reclassifications had no effect on the reported results.

Recently Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not expect the future adoption of any such pronouncements to have a significant impact on its results of operations, financial condition or cash flow.

NOTE 2 — NOTES PAYABLE, RELATED PARTY

The Company’s Founder and Chief Executive Officer has advanced the Company the sum of $593,609 in the form of an unsecured term note payable as of December 31, 2013. The note, which may be increased as additional funds may be advanced to the Company by the Company Chief Executive Officer, bears interest at 4% per annum commencing from September 30, 2012. As per ASC 835-30 “Imputation of Interest’, the Company has imputed interest at 4% p.a. on the average balance of the notes payable and recorded $34,203 as interest expense and credit additional paid in capital till September 29, 2012. Since, the interest at 4% per annum commenced from September 30, 2012, the Company charged to operations interest expense of $25,401 for the fiscal year ended March 31, 2013, and $5,985 and $17,585 for the three and nine months ended December 31, 2013, and credited to the accrued interest, related party.

The Company is obligated to repay the principal balance of the note along with accrued and unpaid interest payable over 36 months beginning in September 2012.

Effective February 5, 2013, the Company and its founder settled total of $1,200,000 in outstanding of this Note Payable together with accrued interest into 22,153,847 (post- forward stock split) shares of common stock at $0.054 per share.

NOTE 3 — NOTES PAYABLE, LONG TERM

On December 1, 2012, the Company entered into Unsecured Line of Credit agreement with an investor. Pursuant to the terms of the agreement, the Company promised to pay the sum up to $500,000, or the total sums advanced, together with accrued interest at the rate of 5% per annum from the date of the advance to the maturity date, which is December 31, 2014. During the period ending December 31, 2013, the Company issued seven 5% promissory notes to the investor in total amount of $42,975. As of December 31, 2013 and March 31, 2013, the Company had balance outstanding in the note payable of $42,975. This note has been reclassified to short-term note as of December 31, 2013.

During the nine months ended December 31, 2013 and 2012, the Company recorded an interest expense of $1,618 and $90, respectively and for the three months ended December 31, 2013 and 2012, the Company recorded an interest expense of $541 and $90, respectively. For the period from October 19, 2011 (date of inception) through December 31, 2013, the Company recorded interest expense of $2,151. As of December 31, 2013 and March 31, 2013, the Company had accrued interest of $2,151 and $533, respectively.

NOTE 4 — CONVERTIBLE NOTES

At December 31, 2013 and March 31, 2013 convertible notes consisted of the following:

	December 31, 2013 (unaudited)			March 31, 2013
Convertible notes payable	$	618,837		$	-
Unamortized debt discount		(79,329	)		-
Loss on default		250,669			-
Total	$	790,197		$	-

Note issued on July 26, 2013:

On July 26, 2013, the Company entered into a securities purchase agreement (the " July 2013Agreement") with an accredited investor (the "July 2013 Investor") pursuant to which the Investor purchased an 8% Convertible Debenture for an aggregate purchase price of $100,000 (the "July 2013 Debenture"). The July 2013 Debenture bears interest at a rate of 8% per annum and is payable upon any principal being converted on any voluntary conversion date (as to that principal amount then being converted) and the earlier of (i) July 26, 2014 or (ii) one (1) business day after the consummation of a Subsequent Financing (as defined and described in the July 2013Agreement). The Company may pay interest due either in cash or, at its option, through an increase in the principal amount of the Debenture then outstanding by an amount equal to the interest then due and payable. The July 2013 Debenture will be convertible at the option of the Investor at any time into shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") at a conversion price equal to sixty-five percent (65%) of the average of the lowest three closing bid prices of the Company's Common Stock for the ten trading days immediately prior to a voluntary conversion date, subject to adjustment.

In connection with the July 2013 Agreement, the July 2013 Investor received a warrant to purchase five hundred thousand (500,000) shares of Common Stock (the “July 2013 Warrant”). The July 2013 Warrant is exercisable for a period of three years from the date of issuance at exercise price of $0.04, subject to adjustment. The July 2013 Investor may exercise the July 2013 Warrant on a cashless basis at any time after the date of issuance. In the event the July 2013Investor exercises the July 2013 Warrant on a cashless basis the Company will not receive any proceeds.

Note issued on August 28, 2013:

On August 28, 2013, the Company issued an 8% convertible promissory note in the aggregate principal amounts of $42,500 to an accredited investor. The note has a maturity date of May 30, 2014. The note is convertible into shares of our common stock at a conversion price of 55% of the average of the three (3) lowest per share market values during the ten (10) trading days immediately preceding a conversion date. During the three and nine months ended December 31, 2013, the Company recorded an interest expense of $857 and $1,164, respectively.

During the three and nine months ended December 31, 2013, the Company amortized debt discount of $14,218 and $19,318 to current period operations as an expense.

Notes issued on September 10, 2013:

On September 10, 2013 (the “Effective Date”), the Company entered into securities purchase agreements (collectively, the “September 2013 Agreement”) with accredited investors (collectively, the “September 2013 Investors”) pursuant to which the September 2013 Investors purchased 12% Senior Convertible Debentures for aggregate gross proceeds of $501,337, which consisted of $400,000 of cash and the exchange and cancellation of an 8% convertible debenture (bearing principal and interest totaling $101,337 (collectively, the “September 2013 Debentures”). The September 2013 Debentures bears interest at a rate of 12% per annum and their principal amounts are due on September 10, 2014. The September 2013 Debentures are payable upon any principal being converted on any voluntary conversion date (as to that principal amount then being converted). The Company may pay interest due either in cash or, at its option, through an increase in the principal amount of the September 2013 Debentures then outstanding by an amount equal to the interest then due and payable. The September 2013 Debenture will be convertible at the option of the Investor at any time into shares of the Company’s Common Stock at a conversion price equal to (i) $0.02, on any conversion date through the date that is one hundred eighty (180) days from the Effective Date, subject to adjustment (the “Initial Conversion Price”) and (ii) beginning one hundred eighty one (181) days after the Effective Date, it shall be equal to the lower of (A) the Initial Conversion Price or (B) 65% of the average of the lowest three closing bid prices of the Common Stock for the ten trading days immediately prior to a conversion date, subject to adjustment.

In connection with the September 2013 Agreement, the September 2013 Investors collectively received warrants to purchase up to an aggregate of twenty-five million sixty-six thousand eight hundred fifty (25,066,850) shares of Common Stock (collectively, the “September 2013 Warrants”). The September 2013 Warrants are exercisable for a period of three years from the date of issuance at an exercise price of $0.05, subject to adjustment. The September 2013 Investors may exercise the September 2013 Warrants on a cashless basis at any time after the date of issuance. In the event the September 2013 Investors exercise the September 2013 Warrant on a cashless basis we will not receive any proceeds.

In connection with the above $501,337 Senior Convertible Debentures, the Company made certain statements or omissions in the transaction documents that were incorrect as of the date made. Such statements or omissions resulted in an event of default under the terms of the transaction documents and 12% Debentures. Upon such event of default: (i) the principal and accrued interest balance on the 12% Debentures increased to 150%, (ii) the interest rate increased to 18% (commencing 5 days after the event of default), and (iii) the amounts due under the 12% Debentures were accelerated and became immediately due and payable. Accordingly, the Company charged to operations loss on default of convertible note of $250,669 during the nine months ended December 31, 2013 and increased the principal amount of convertible debenture to $752,006. During the three and nine months ended December 31, 2013, the Company recorded an interest expense of $22,745 and $40,504, respectively.

Note issued on October 2, 2013:

On October 2, 2013, the Company issued an 8% convertible promissory note in the aggregate principal amounts of $32,500 to an accredited investor. The note has maturity dates of July 5, 2014. The note is convertible into shares of common stock at a conversion price of 55% of the average of the three (3) lowest per share market values during the ten (10) trading days immediately preceding a conversion date. During the three and nine months ended December 31, 2013, the Company recorded interest expense of $641.

During the three and nine months ended December 31, 2013, the Company amortized debt discount of $10,598 to current period operations as an expense.

Note issued on November 7, 2013:

On November 7, 2013, the Company issued an 8% convertible promissory note in the aggregate principal amounts of $42,500 to an accredited investor. The note has a maturity date of August 12, 2014. The note is convertible into shares of our common stock at a conversion price of 55% of the average of the three (3) lowest per share market values during the ten (10) trading days immediately preceding a conversion date. During the three and nine months ended December 31, 2013, the Company recorded an interest expense of $503.

During the three and nine months ended December 31, 2013, the Company amortized debt discount of $8,255 to current period operations as an expense.

Derivative Instruments:

Note issued on July 26, 2013:

The Company identified embedded derivatives related to the July 2013 Debenture entered into on July 26, 2013. These embedded derivatives included certain conversion features. At the inception of the July 2013 Debenture, the Company determined a fair value of $155,502 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions: (1) risk free interest rate of 0.11%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 288%; and (4) an expected life of 1 year.

The initial fair value of the embedded debt derivative of $155,502 was allocated as a debt discount up to the proceeds of the note ($100,000) with remained ($55,502) charged to operations during the nine months ended December 31, 2013 as interest expense.

On September 10, 2013, the Company cancelled this note of $100,000 along with accrued interest on it of $1,337 and issued new convertible note of $101,337 with fixed conversion price of $0.02 per share as described below under “Notes issued on September 10, 2013”. Also, the Company cancelled the warrants issued along with the note. Accordingly, the Company extinguished derivative liability on this note and transferred the balance of $155,502 to additional paid in capital and charged to operations debt discount of $100,000 during the nine months ended December 31, 2013.

Note issued on August 28, 2013:

The Company identified embedded derivatives related to the convertible promissory notes entered into on August 28, 2013. These embedded derivatives included certain conversion features. At the inception of the convertible promissory note, the Company determined a fair value of $69,488 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions: (1) risk free interest rate of 0.11%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 280%; and (4) an expected life of 0.75 year.

The initial fair value of the embedded debt derivative of $69,488 was allocated as a debt discount up to the proceeds of the note ($42,500) with the remainder ($26,988) charged to operations as interest expense.

During the three and nine months ended December 31, 2013, the Company recorded $536 of expense and $18,957 of income, respectively, related to the change in the fair value of the derivative.

The fair value of the remaining embedded derivative was $50,531 at December 31, 2013, determined using the Black Scholes Model with the following assumptions: (1) risk free interest rate of 0.12%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 203%; and (4) an expected life of 0.42 year.

Notes issued on September 10, 2013:

The Company identified embedded derivatives related to the September 2013 Debentures, resulting from the price reset features of these instruments. At the inception of the convertible promissory note, the Company determined a fair value of $1,086,647 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions: (1) risk free interest rate of 0.122%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 195%; and (4) an expected life of 1 year.

The initial fair value of the embedded debt derivative of $1,086,647 was allocated as a debt discount up to the proceeds of the note ($501,337) with the remainder ($585,310) charged to operations as interest expense.

During the three and nine months ended December 31, 2013, the Company recorded $360,497 and $479,608 of income, respectively, related to the change in the fair value of the derivative.

The fair value of the remaining embedded derivative was $607,038 at December 31, 2013, determined using the Black Scholes Model with the following assumptions: (1) risk free interest rate of 0.091%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 221%; and (4) an expected life of 0.688 year.

Debt Warrants issued on September 10, 2013:

The Company issued 25,066,850 warrants in conjunction with debt incurred in September 2013. The warrants had an initial exercise price of $0.05 per shares and a term of three years. The Company identified embedded derivatives related to these 25,066,850 September 2013 Warrants, resulting from the price reset features of these instruments. As a result, we have classified these instruments as derivative liabilities in the financial statements. At issue, we have recorded a warrant liability of $796,471, with a corresponding charge to interest expense. The value of the warrant liability was determined using the Black-Scholes method based on the following assumptions: (1) risk free interest rate of 0.875%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 171%; and (4) an expected life of 3 years.

The warrants issued with the September debentures have been adjusted due to the subsequent issuance of debt. As a result, those warrants now total 62,667,125 with an exercise price of $0.02. The Company has also recorded an expense of $1,416,749 during the three and nine months ended December 31, 2013 due to the increase in the fair value of the warrants as a result of the modifications.

During the three and nine months ended December 31, 2013, the Company recorded $759,214 and $841,932 of income, respectively, related to the change in the fair value of the derivative.

The fair value of the embedded derivative was $1,371,288 at December 31, 2013, determined using the Black Scholes Model with the following assumptions: (1) risk free interest rate of 0.75%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 202%; and (4) an expected life of 2.689 years.

Compensation Warrants issued on September 10, 2013:

During September 2013 the Company granted 2,506,685 warrants as compensation for consulting services. The warrants had an initial exercise price of $0.05 per shares and a term of three years. The Company identified embedded derivatives related to these 2,506,685 September 2013 Compensation Warrants, resulting from the price reset features of these instruments. As a result, we have classified these instruments as derivative liabilities in the financial statements. At issue, we have recorded a warrant liability of $79,647, with a corresponding charge to consulting fees. The value of the warrant liability was determined using the Black-Scholes method based on the following assumptions: (1) risk free interest rate of 0.875%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 171%; and (4) an expected life of 3 years.

The compensation warrants have been adjusted due to the subsequent issuance of debt. As a result, those warrants now total 6,266,713 with an exercise price of $0.02. The Company has recorded an expense of $141,675 during the three and nine months ended December 31, 2013 due to the increase in the fair value of the warrants as a result of the modification.

During the three and nine months ended December 31, 2013, the Company recorded $75,921 and $84,193 of income, respectively, related to the change in the fair value of the derivative.

The fair value of the embedded derivative was $137,129 at December 31, 2013, determined using the Black Scholes Model with the following assumptions: (1) risk free interest rate of 0.75%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 202%; and (4) an expected life of 2.689 years.

Note issued on October 2, 2013:

The Company identified embedded derivatives related to the convertible promissory notes entered into on October 2, 2013. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the convertible promissory note, the Company determined a fair value of $47,967 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions: (1) risk free interest rate of 0.08%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 196%; and (4) an expected life of 0.75 year.

The initial fair value of the embedded debt derivative of $47,967 was allocated as a debt discount up to the proceeds of the note ($32,500) with the remainder ($15,467) charged to operations as interest expense.

During the three and nine months ended December 31, 2013, the Company recorded $7,453 of income related to the change in the fair value of the derivative.

The fair value of the described embedded derivative of $40,514 at December 31, 2013 was determined using the Black Scholes Model with the following assumptions: (1) risk free interest rate of 0.12%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 203%; and (4) an expected life of 0.52 year.

Note issued on November 7, 2013:

The Company identified embedded derivatives related to the convertible promissory notes entered into on November 7, 2013. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the convertible promissory note, the Company determined a fair value of $62,445 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions: (1) risk free interest rate of 0.10%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 193%; and (4) an expected life of 0.75 year.

The initial fair value of the embedded debt derivative of $62,445 was allocated as a debt discount up to the proceeds of the note ($42,500) with the remainder ($19,945) charged to operations as interest expense.

During the three and nine months ended December 31, 2013, the Company recorded $7,207 of income related to the change in the fair value of the derivative.

The fair value of the described embedded derivative of $55,238 at December 31, 2013 was determined using the Black Scholes Model with the following assumptions: (1) risk free interest rate of 0.12%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 203%; and (4) an expected life of 0.62 year.

NOTE 5 - FAIR VALUE OF FINANCIAL INSTRUMENTS

ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement.

Items recorded or measured at fair value on a recurring basis in the accompanying unaudited condensed consolidated financial statements consisted of the following items as of December 31, 2013:

			Fair Value Measurements at December 31, 2013 using:
	December 31, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Debt Derivative liabilities	$	2,261,738		-		-	$	2,261,738

The debt derivative liabilities is measured at fair value using quoted market prices and estimated volatility factors based on historical prices for the Company’s common stock and are classified within Level 3 of the valuation hierarchy.

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of December 31, 2013:

	Debt Derivative Liability
Balance, March 31, 2013	$	-
Initial fair value of debt derivatives at note issuances and modifications		3,856,591
Extinguished derivative liability		(155,502	)
Mark-to-market at December 31, 2013 - Embedded debt derivatives		(1,439,351	)
Balance, December 31, 2013	$	2,261,738

Net gain for the period included in earnings relating to the liabilities held at December 31, 2013	$	(1,439,351	)

Level 3 Liabilities are comprised of bifurcated convertible debt features on convertible notes.

NOTE 6 — GOING CONCERN

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a development stage entity and has not established any sources of revenue to cover its operating expenses. As shown in the accompanying unaudited condensed consolidation financial statements, the Company has not generated any revenue for the period from October 19, 2011 (date of inception) through December 31, 2013. The Company has a recurring net loss, and total deficit accumulated during its development stage of $5,904,627 and a working capital deficit (current liabilities exceeded current assets) at December 31, 2013 of $3,825,753. Additionally, current economic conditions in the United States and globally create significant challenges attaining sufficient funding.

The Company’s ability to continue existence is dependent upon commencing its planned operations, management’s ability to develop and achieve profitable operations and/or upon obtaining additional financing to carry out its planned business. The Company intends to fund its business development, acquisition endeavors and operations through equity and debt financing arrangements. The Company is dependent upon its Managing Member and Founder to provide financing for working capital purposes. However, there can be no assurance that these arrangements will be sufficient to fund its ongoing capital expenditures, working capital, and other cash requirements. The outcome of these matters cannot be predicted at this time. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might necessary should the Company be unable to continue as a going concern.

NOTE 7- SHAREHOLDERS EQUITY AND CONTROL

Common stock

The Company is authorized to issue 495,000,000 shares of common stock, par value $0.001 per share. As of December 31, 2013 and March 31, 2013 the Company had 92,950,765 and 83,651,493 shares of common stock issued and outstanding, respectively.

Effective August 10, 2012 the Company completed a one share for each existing share stock dividend of its common stock, Per Paragraph 25-3 of "ASC 505-20 Stock Dividend and Stock Split", since the issuance of additional shares on account of 1:1 stock dividend is at least 20% or 25% of the number of previously outstanding shares, transaction has been accounted for as a "Forward Stock Split of 1:1".

Effective March 13, 2013, the Company completed a 1.2 share for each existing share stock dividend of its common stock, Per Paragraph 25-3 of "ASC 505-20 Stock Dividend and Stock Split", since the issuance of additional shares on account of 1.2:1 stock dividend is at least 20% or 25% of the number of previously outstanding shares, transaction has been accounted for as a "Forward Stock Split of 1.2:1".

All references in the accompanying unaudited condensed consolidated financial statements and notes thereto have been retroactively restated to reflect the August 10, 2012 and March 13, 2013 stock dividend in substance as a stock split.

During the nine months ended December 31, 2013, the Company issued 9,299,272 shares of its common stock for services valued at $349,125.

Common stock to be issued

During the nine months ended December 31, 2013, the Company charged to operations $16,250 as fair value of 596,921 common shares to be issued to consultant for services rendered.

Preferred stock

The Company is authorized to issue 5,000,000 shares of $0.0001 par value common stock. As of December 31, 2013 and March 31, 2013, the Company has no shares of preferred stock issued and outstanding.

NOTE 8 - STOCK OPTIONS AND WARRANTS

Stock options

On December 17, 2012, the Company granted 3,738,000 options with an exercise price of $0.17 per share under the Truli Media Group 2012 Directors, Officers, Employees and Consultants Stock Option Plan.

The following table summarizes the changes in options outstanding and the related prices for the shares of the Company’s common stock issued to employees and consultants under a stock option plan at December 31, 2013:

		Options Outstanding					Options Exercisable
Exercise Prices ($)		Number Outstanding	Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price ($)		Number Exercisable	Weighted Average Exercise Price
$	0.17	3,738,000		3.94	$	0.17	1,056,000	$	0.17

The stock option activity for the nine months ended December 31, 2013 is as follows:

	Options Outstanding		Weighted Average Exercise Price
Outstanding at March 31, 2013		3,738,000	$	0.17
Granted		-		-
Exercised		-		-
Expired or canceled		-		-
Outstanding at December 31, 2013		3,738,000	$	0.17

Stock-based compensation expense related to vested options was $6,653 and $29,348 during the three and nine months ended December 31, 2013, respectively. The company determined the value of share-based compensation using the Black-Scholes fair value option-pricing model with weighted average assumptions for options granted during the nine months ended December 31, 2013, including risk-free interest rates of 1.75%, volatility of 203%, expected lives of 2 to 5 years, and dividend yield of 0%.

Warrants

The following table summarizes the changes in warrants outstanding and related prices for the shares of the Company’s common stock issued to shareholders at December 31, 2013:

Exercise Price								Number Outstanding				Warrants Outstanding Weighted Average Remaining Contractual Life (years)				Weighted Average Exercise price				Number Exercisable				Warrants Exercisable Weighted Average Exercise Price
$					0.01-0.05				68,939,238				2.7			$	0.02				68,939,238			$	0.02

Transactions involving the Company’s warrant issuance are summarized as follows:

	Number of Shares			Weighted Average Price Per Share
Outstanding at March 31, 2013		-		$	-
Issued		28,078,935			0.05
Modifications		41,360,303			0.02
Exercised		—			—
Expired or cancelled		(500,000	)		(0.04	)
Outstanding at December 31, 2013		68,939,238		$	0.02

During the nine months ended December 31, 2013, the Company issued 2,512,085 warrants with an exercise price of $0.01-$0.05 vested upon grant for services rendered. The fair value of $80,232 is charged to operations during the nine months ended December 31, 2013 (see Note 4).

During the nine months ended December 31, 2013, the Company issued 25,066,850 warrants with an exercise price of $0.05 vested upon grant. The fair value of $796,471 has been charged to interest expense (see Note 4).

NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

As of December 31, 2013 and March 31, 2013, accounts payable and accrued liabilities for the period ending are comprised of the following:

	December 31,		March 31,
	2013		2013
	(Unaudited)
Accrued legal fees	$	58,350	$	78,074
Accrued consulting fees		96,651		10,200
Accrued advertising and promotion		-		13,926
Accrued interest		44,963		532
Other		69,989		13,325
	$	269,953	$	116,057

NOTE 10 – RESTATEMENT

The Company’s consolidated financial statements have been restated as of December 31, 2013, for the three and nine months ended December 31, 2013 and for the period from October 19, 2011 (date of inception) to December 31, 2013. On June 16, 2014, the Company determined that, because of a misapplication of the accounting guidance related to convertible debt and warrants issued in September 2013, and a full-ratchet anti-dilution feature that was included in these instruments, the Company’s previously issued unaudited financial statements for the three and nine months ended December 31, 2013 included in the Company’s Quarterly Report on Form 10-Q for the nine months ended December 31, 2013 (the “Previously Issued Financial Statements”) filed with the United States Securities and Exchange Commission (the “SEC”) contain certain errors that materially impact the previously issued financial statements.

Accordingly, the Company’s balance sheet at December 31, 2013 and the statement of operations for the three and nine months ended December 31, 2013 have been restated herein. There was no effect on cash flow or net cash used in operating activities, investing activities and financing activities. The effect of correcting this error in the Company’s financial statements at December 31, 2013 and for the three and nine months ended December 31, 2013 are shown in the table as follows:

Balance Sheet data	December 31, 2013 (unaudited)
	As previously restated			Adjustments to Restate				Restated
Total Assets	$	175,686		$	-			$	175,686

Derivative liability		146,283			2,115,455		(a)		2,261,738

Total Current Liabilities		1,885,984			2,115,455				4,001,439
Total Liabilities		1,885,984			2,115,455				4,001,439

Stockholders’ Equity:
Common stock, $.001 par value; 495,000,000 shares authorized; 92,950,765 and 83,651,493 shares issued and outstanding as of December 31, 2013 and March 31, 2013, respectively		92,951			-				92,951
Additional paid-in capital		2,562,901			(593,228	)	(b)		1,969,673
Common stock to be issued		16,250			-		-		16,250
Deficit accumulated during development stage		(4,382,400	)		(1,522,227	)	(a)(b)		(5,904,627	)
Total Stockholders’ deficit		(1,710,298	)		(2,115,455	)			(3,825,753	)
Total Liabilities and Stockholders’ deficit	$	175,686		$	-			$	175,686

(a)

To increase the derivative liability.

(b)

To adjust for incorrect accounting for beneficial conversion feature and derivative instruments.

Statement of operations	For the Three Months Ended December 31, 2013 (Unaudited)							For the Nine Months Ended December 31, 2013 (Unaudited)
	As previously issued		Adjustments to Restate			Restated		As previously issued		Adjustments to Restate				Restated

Loss from operation	$	428,913	$	-		$	428,913	$	1,173,708	$	(12,244	)	(a)	$	1,161,464
Other expenses		85,799		362,791	(c)		448,590		1,037,982		1,534,471		(b)		2,572,453
Net loss	$	514,712	$	362,791	(c)	$	877,503	$	2,211,690	$	1,522,227		(a)(b)	$	3,733,917

(a)

To correct value of compensation warrants.

(b)

To record $2,940,205 of expense related to the issuance of derivative instruments and $1,405,734 of income related to the change in fair value.

(c)	To record $1,558,424 of expense related to the issuance of derivative instruments and $1,195,633 of income related to the change in fair value.

NOTE 11 – SUBSEQUENT EVENTS

On December 10, 2013 Dr. Varun Soni informed the Company that he would be resigning as a director effective January 1, 2014. On January 1, 2014, the Board accepted the resignation of Varun Soni, Ph.D. as a Director of the Company. Dr. Soni's decision to resign from the Board of the Company was not based upon any disagreement with the Company on any matter relating to the Company's operations, policies or practices as contemplated by Item 5.02(a) of Form 8-K.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the information contained in the condensed consolidated financial statements of the Company and the notes thereto appearing elsewhere herein. As used in this report, the terms "Company", "we", "our", "us" and "Truli" refer to Truli Media Group, Inc.

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "Truli believes," "management believes" and similar language. The forward-looking statements are based on the current expectations of Truli and are subject to certain risks, uncertainties and assumptions, including those set forth in the discussion under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report. The actual results may differ materially from results anticipated in these forward-looking statements. We base the forward-looking statements on information currently available to us, and we assume no obligation to update them except as required by law.

Investors are also advised to refer to the information in our filings with the Securities and Exchange Commission, especially on Forms 10-K, 10-Q and 8-K, in which we discuss in more detail various important factors that could cause actual results to differ from expected or historic results. It is not possible to foresee or identify all such factors. As such, investors should not consider any list of such factors to be an exhaustive statement of all risks and uncertainties or potentially inaccurate assumptions.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States ("US GAAP"). US GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements. The following accounting policy is critical to understanding and evaluating our reported financial results:

Cash and Cash Equivalents

The Company considers all short-term highly liquid investments with a remaining maturity at the date of purchase of three months or less to be cash equivalents.

Use of Estimates

Development Stage Entity

Income Taxes

Earnings (Loss) Per Share

	December 31,		December 31,
	2013		2012
Options		3,738,000		-
Warrants		68,939,238		-
Convertible notes payable		46,691,159		-
		119,368,397		-

Web-site Development Costs

The Company has elected to expense web-site development costs as incurred.

Research and Development

Fair Value

Convertible Instruments

Stock-Based Compensation

Commitments and Contingencies

Reclassifications

Certain reclassifications have been made to conform the prior period data to the current presentations. These reclassifications had no effect on the reported results.

Recently Accounting Pronouncements

RESULTS OF OPERATIONS – THREE MONTHS ENDED DECEMBER 31, 2013 AS COMPARED TO THREE MONTHS ENDED DECEMBER 31, 2012

The Company had no revenues for the quarter ended December 31, 2013, for the quarter ended December 31, 2012, and for the period October 19, 2011 (date of inception) through December 31, 2013. Truli officially launched its website on July 10, 2012 but however, has not yet generated any revenue. Prior to such time, the Company was principally involved in website development and research and development activities.

The Company incurred selling, general and administrative expenses of $428,913 for the three months ended December 31, 2013, principally related to professional fees and marketing expenses, and $476,230 for the quarter ended December 31, 2012. The increase in selling, general and administrative was a result of increase in professional fees and other administrative costs.

During the three months ended December 31, 2013, the Company charged to operations interest expense of $1,658,347, which includes excess of fair value of derivative liability at inception of $1,593,836 as compared to $14,866 for the quarter ended December 31, 2012. During the three months ended December 31, 2013, the Company had a gain on fair value of derivative liability of $1,209,757 as compared to $nil for the three months ended December 31, 2012.

During the three months ended December 31, 2013, the Company incurred net loss of $877,503 as compared to $491,096 for the three months ended December 31, 2012. Increase in the net loss during the three months ended December 31, 2013 is due to the increase in operating expenses as described above.

RESULTS OF OPERATIONS – NINE MONTHS ENDED DECEMBER 31, 2013 AS COMPARED TO NINE MONTHS ENDED DECEMBER 31, 2012

The Company had no revenues for the nine months ended December 31, 2013, for the nine months ended December 31, 2012, and for the period October 19, 2011 (date of inception) through December 31, 2013. Truli officially launched its website on July 10, 2012 but however, has not yet generated any revenue. Prior to such time, the Company was principally involved in website development and research and development activities.

The Company incurred selling, general and administrative expenses of $1,161,464 for the nine months ended December 31, 2013, principally related to professional fees and marketing expenses, and $869,138 for the nine months ended December 31, 2012. The increase in selling, general and administrative was a result of increase in professional fees and other administrative costs.

During the nine months ended December 31, 2013, the Company charged to operations interest expense of $3,761,135, which includes excess of fair value of derivative liability at inception of $3,137,754 as compared to $49,069 for the nine months ended December 31, 2012. During the nine months ended December 31, 2013, the Company had a gain on fair value of derivative liability of $1,439,351 as compared to $nil for the nine months ended December 31, 2012. During the nine months ended December 31, 2013, the Company had a loss on default of convertible note of $250,669 as compared to $nil for the nine months ended December 31, 2012.

During the nine months ended December 31, 2013, the Company incurred net loss of $3,733,917 as compared to $918,207 for the nine months ended December 31, 2012. Increase in the net loss during the nine months ended December 31, 2013 is due to the increase in operating expenses as described above.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s capital requirements arise principally from costs associated with website development, marketing and general administrative costs. To date we have raised $593,609 pursuant to investments reflected by an unsecured note from its Founder and Chief Executive Officer, $42,975 from other long-term notes payable, and $618,837 from convertible notes. The note, which may be increased as additional funds may be advanced to Truli by its Chief Executive Officer, bears interest at 4% per annum commencing from September 30, 2012. Truli is obligated to repay the principal balance of the note along with accrued and unpaid interest payable over 36 months beginning in September 2012. However, no such payment was made during the period ended December 31, 2013.

Effective February 5, 2013, the Company and its Founder and Chief Executive Officer settled $1,200,000 of this Note Payable together with accrued interest into 22,153,847 (post- forward stock split) shares of common stock valued at $0.054 per share.

Financing activities provided $651,000 to the Company during the nine months ended December 31, 2013. As of December 31, 2013, Truli had an accumulated deficit of $5,904,627.

We believe that we will require additional financing to carry out our intended objectives during the next twelve months. There is no guarantee that the Company can continue to raise enough capital or generate revenues to sustain its operations. These conditions raise a substantial doubt about the Company’s ability to continue as a going concern. Furthermore, there can be no assurance, however, that such financing will be available or, if it is available, that we will be able to structure such financing on terms acceptable to us and that it will be sufficient to fund our cash requirements until we can reach a level of profitable operations and positive cash flows. If we are unable to obtain the financing necessary to support our operations, we may be unable to continue as a going concern. The Company currently has a non-binding commitment from a potential source of capital.

A downturn in the United States stock and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our shares of common stock or the debt securities may cause us to be subject to restrictive covenants. There is a risk of dilution whenever the Company sells securities to raise capital. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations.

Inflation

The Company believes that inflation has not had, and is not expected to have, a material effect on our operations.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Climate Change

We believe that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any material effect on our operations.

Recently Issued Accounting Pronouncements

There are no recently issued accounting pronouncements that are expected to have a material impact on the unaudited condensed consolidated financial statements or notes thereto.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Company’s Chief Executive Officer and Chief Financial Officer (the "Certifying Officer") maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitations, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Under the supervision and with the participation of management, the Certifying Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the Exchange Act) as of December 31, 2013. Based upon this evaluation, the Certifying Officer concluded that the Company’s disclosure controls and procedures were not effective in timely alerting them to material information relative to our Company required to be disclosed in our periodic filings with the Commission.

For the quarter ended December 31, 2013, the Company reported two material weaknesses with regard to its internal controls over Financial Reporting:

1) The Company did not have adequate procedures to completely and accurately document the elements of certain debt and equity transactions which were effected during the year, and

2) The Company did not have enough individuals with financial reporting experience to adequately address the unexpected lack of documentation and to prepare its financial reports on a timely basis.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. The above material weaknesses could result in misstatements of accounting for unusual and non-routine transactions and certain financial statement accounts, including, but not limited to the aforementioned accounts and disclosures that would result in a material misstatement in the Company’s annual or interim consolidated financial statements that would not be prevented or detected in a timely manner.

Remediation of Previously Identified Material Weakness

During the quarter ended December 31, 2013, Management was successful in substantially enhancing its documentation of debt and equity transactions; procedures were effectively put into place to eliminate this material weakness. All debt and equity transactions are now reviewed both with the Company’s Chief Executive Officer and an outsourced accounting group who make certain that all required documentation is available to review with the Company’s Board of Directors. Related elements of these debt and equity transactions are now documented in the minutes of the Board meetings.

As of the close of the quarter ended December 31, 2013, the Company still did not have enough internal individuals with financial reporting experience to adequately address the workload required to prepare its financial reports on a timely basis, however the Company has now engaged an outsourced professional accounting group who reviews all financial transactions of the Company which provides sufficient disclosure and accountability to its board of directors.

Changes in Internal Control over Financial Reporting

There were no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated by the SEC under the 1934 Act) during the quarter ended December 31, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

None.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unless otherwise noted, the issuances noted below are all considered exempt from registration by reason of Section 4(2) of the Securities Act of 1933, as amended.

During the three months ended December 31, 2013, the Company issued 5,399,272 shares of its common stock for services valued at $212,625.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 – MINE SAFETY DISCLOSURES

None.

ITEM 5 - OTHER INFORMATION

None.

ITEM 6 – EXHIBITS

The following exhibits are filed as part of this quarterly report on Form 10-Q:

Exhibit No.		Description
31.1		Certification by the Chief Executive Officer of Truli Media Group, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
31.2		Certification by the Chief Financial Officer of Truli Media Group, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
32.1		Certification by the Chief Executive Officer of Truli Media Group, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
32.2		Certification by the Chief Financial Officer of Truli Media Group, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
101		Financial statements from the quarterly report on Form 10-Q of the Company for the quarter ended December 31, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statement of Stockholders Equity (Deficit) (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements tagged as blocks of text.

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.

Dated: February 17, 2015	TRULI MEDIA GROUP, INC.

	By:	/s/ Michael Solomon
		Michael Solomon
		Chief Executive Officer (Principal Executive and Financial Officer)

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13A-14(a) OR 15D-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Solomon, certify that:

1. I have reviewed this report on Form 10-Q/A of Truli Media Group, Inc. for the period ending December 31, 2013;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

February 17, 2015

/s/ Michael Solomon
Michael Solomon
Chief Executive Officer

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13A-14(a) OR 15D-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Solomon, certify that:

1. I have reviewed this report on Form 10-Q/A of Truli Media Group, Inc. for the period ending December 31, 2013;

Date: February 17, 2015

/s/ Michael Solomon
Michael Solomon
Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Report of Truli Media Group, Inc. (the "Company") on Form 10-Q/A for the period ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael Solomon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael Solomon
Michael Solomon
Chief Executive Officer

Date: February 17, 2015

A signed original of this written statement required by Section 906 has been provided to Truli Media Group and will be retained by Truli Media Group and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Report of Truli Media Group, Inc. (the "Company") on Form 10-Q/A for the period ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael Solomon, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael Solomon
Michael Solomon
Chief Financial Officer

Date: February 17, 2015

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