f10q0613_trulimedia.htm

10-Q 1 f10q0613_trulimedia.htm QUARTERLY REPORT f10q0613_trulimedia.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: June 30, 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 x 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 x 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 x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨ Yes x 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 August 6, 2013 the number of shares of the registrant’s common stock outstanding was 84,251,493.

TABLE OF CONTENTS

Part I - Financial Information		Page numbers

Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of June 30, 2013 (unaudited) and March 31, 2013	3
	Unaudited Condensed Consolidated Statements of Operations for the three months ended June 30, 2013 and 2012, and for the period October 19, 2011 (Inception) to June 30, 2013	4
	Unaudited Condensed Consolidated Statements of Stockholders Deficit for the period from October 19, 2011(date of inception) through June 30, 2013	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2013 and 2012, and for the period October 19, 2011 (date of inception) to June 30, 2013	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	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4.	Controls and Procedures	14

Part II – Other Information		16
Item 1.	Legal Proceedings	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	16

	Signatures	16

ITEM 1. FINANCIAL STATEMENTS

TRULI MEDIA GROUP, INC.

(formerly known as SA Recovery Corp.)

(a development stage company)

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2013			March 31, 2013
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	834		$	1,296
Prepaid expenses		56,983			77,033
Total Current Assets		57,817			78,330

Total Assets	$	57,817		$	78,330

Liabilities and Stockholders’ Deficit
Current Liabilities:
Accounts payable and accrued liabilities	$	124,935		$	116,057
Accrued interest, related party		31,027			25,401
Notes payable - officers		591,446			536,542
Total Current Liabilities		747,407			678,000

Long-Term Liabilities:
Summit Trading Ltd.		42,975			42,975
Total Liabilities		790,382			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 June 30, 2013 and March 31, 2013		-			-
Common stock, $0.001 par value; 495,000,000 shares authorized; 84,051,493 and 83,651,493 shares issued and outstanding as of June 30, 2013 and March 31, 2013, respectively		84,052			83,652
Additional paid in capital		1,474,608			1,444,412
Deficit accumulated during development stage		(2,291,225	)		(2,170,710	)
Total stockholders’ deficit		(732,565	)		(642,646	)
Total Liabilities and Stockholders’ Deficit	$	57,817		$	78,330

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

TRULI MEDIA GROUP, INC.

(formerly known as SA Recovery Corp.)

(a development stage company)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three months ended June 30,			Three months ended June 30,			For the Period From October 19, 2011 (date of inception) to June 30,
	2013			2012			2013
Operating expenses:
Selling, general and administrative	$	114,354		$	182,812		$	2,199,926
Total operating expenses		114,354			182,812			2,199,926
Loss from operations		(114,354	)		(182,812	)		(2,199,926	)

Other income (expenses):
Interest expense		(6,161	)		(22,168	)		(66,298	)
Total other expenses		(6,161	)		(22,168	)		(66,298	)

Loss from operations before income taxes		(120,515	)		(204,980	)		(2,266,224	)
Provision for income taxes		-			-			-
Net loss	$	(120,515	)	$	(204,980	)	$	(2,266,224	)

Net loss per share – basic and diluted	$	(0.00	)	$	(0.01	)

Weighted average common shares – basic and diluted		83,847,097			37,288,312

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

TRULI MEDIA GROUP, INC.

(formerly known as SA Recovery Corp.)

(a development stage company)

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

FOR THE PERIOD FROM OCTOBER 19, 2011 (DATE OF INCEPTION) THROUGH JUNE 30, 2013

																			Additional			Deficit accumulated during			Total
	Common stock						Common stock to be issued						Common stock to be cancelled						Paid in			Development			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
Common stock issued upon 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			-			-
Fair value of vested stock options		-			-			-			-			-			-			163,661			-			163,661
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 issued for services		400,000			400			-			-			-			-			17,000			-			17,400
Fair value of vested stock options		-			-			-			-			-			-			13,196			-			13,196
Net loss		-			-			-			-			-			-			-			(120,515	)		(120,515	)
Balance as of June 30, 2013		84,051,493		$	84,052			-		$	-			-		$	-		$	1,474,608		$	(2,291,225	)	$	(732,565	)

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

TRULI MEDIA GROUP, INC.

(formerly known as SA Recovery Corp.)

(a development stage company)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three months ended June 30,			Three months ended June 30,			For the Period From October 19, 2011 (date of inception) to June 30,
	2013			2012			2013
Cash Flows from Operating Activities
Net loss	$	(120,515	)	$	(204,980	)	$	(2,266,225	)
Adjustments to reconcile net loss to net cash used in operating activities
Operating expenses incurred by related party on behalf of the Company		24,904			130,945			1,565,946
Imputed interest on related party notes		-			22,168			34,203
Fair value of vested stock options		13,196			-			176,857
Common stock issued for service		17,400			-			122,600
Changes in operating assets and liabilities:
Prepaid expenses		20,050			-			(56,983	)
Accounts payable and accrued liabilities		14,503			51,867			155,961
Net cash used in operating activities		(30,462	)		-			(267,641	)

Cash Flows from Investing Activities		-			-			-

Cash Flows from Financing Activities
Proceeds from notes payable, long term		-			-			42,975
Proceeds from notes payable, related party		30,000			-			225,500
Net cash provided by financing activities		30,000			-			268,475

Net (decrease) increase in cash and cash equivalents		(462	)		-			834

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

Cash and Cash Equivalents, end of period	$	834		$	-		$	834

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	$	-		$	-		$	44,400
Cancelation of common stock	$	-		$	-		$	58,976
Common stock issued upon debt conversion	$	-		$	-		$	1,200,000

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

TRULI MEDIA GROUP, INC.

(formerly known as SA Recovery Corp.)

(a development stage company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENT

JUNE 30, 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”), 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 three months ended June 30, 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 Media Group, Inc., an Oklahoma Corporation (Truli Inc. – formerly known as SA Recovery Corp) entered into a Reorganization Agreement (the “Reorganization Agreement") with Truli Media Group, LLC, a Delaware Limited Liability Company (“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 Inc.’s common stock, or approximately 74 % of the fully diluted issued and outstanding common stock of Truli Inc.

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 Inc. 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, the Registrant’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 Inc common stock in exchange for acquisition of all of Truli LLC member interests; and (3) eliminated the prior Registrant’s accumulated deficit, including forgiveness of related party debt and record recapitalization of Registrant.

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 Media Group, 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 June 30, 2013, the Company has accumulated losses from operations of $2,291,225.

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 June 30, 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 1,056,000 and nil outstanding common share equivalents at June 30, 2013 and 2012, respectively.

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.

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 $13,196 and $nil during the three months ended June 30, 2013 and 2012, respectively. For the period from October 19, 2011 (date of inception) through June 30, 2013, the Company charged to operations stock based compensation expense related to vested options of $176,857.

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.

Recent Updates

On April 26, 2013, Jon Garfield resigned from the Board of Directors of the Company.

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 $591,446 in the form of an unsecured term note payable as of June 30, 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 $5,625 for the three months ended June 30, 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 June 30, 2013, the Company issued seven 5% promissory notes to the investor in total amount of $42,975. As of June 30, 2013 and March 31, 2013, the Company had balance outstanding in the note payable of $42,975.

During the three months ended June 30, 2013 and 2012, the Company recorded an interest expense of $536 and $nil, respectively. For the period from October 19, 2011 (date of inception) through June 30, 2013, the Company recorded interest expense of $1,069. As of June 30, 2013 and March 31, 2013, the Company had accrued interest of $1,069 and $533, respectively.

NOTE 4 — 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 June 30, 2013. The Company has a recurring net loss, and total deficit accumulated during its development stage of $2,291,225 and a working capital deficit (current liabilities exceeded current assets) at June 30, 2013 of $689,590. 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 5- SHAREHOLDERS EQUITY AND CONTROL

Common stock

The Company is authorized to issue 495,000,000 shares of $0.001 par value common stock. As of June 30, 2013 and March 31, 2013 the Company had 84,051,493 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 Para 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 Para 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 three months ended June 30, 2013, the Company issued 400,000 shares of its common stock for services valued at $17,400.

Preferred stock

The Company is authorized to issue 5,000,000 shares of $0.0001 par value common stock. As of June 30, 2013 and March 31, 2013 the Company has no shares of preferred stock issued and outstanding.

NOTE 6 - 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 June 30, 2013:

		Options Outstanding				Options Exercisable
Exercise Prices (S)		Number Outstanding	Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise Price (S)		Number Exercisable	Weighted Average Exercise Price
$	0.17	3,738,000	4.35	$	0.17	1,056,000	$	0.17

The stock option activity for the three months ended June 30, 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 June 30, 2013		3,738,000	$	0.17

Stock-based compensation expense related to vested options was $13,196 during the three months ended June 30, 2013. 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 three months ended June 30, 2013, including risk-free interest rates of 1.41%, volatility of 285%, expected lives of 2 to 5 years, and dividend yield of 0%.

NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

As of June 30, 2013 and March 31, 2013, accounts payable and accrued liabilities for the period ending are comprised of the following:

	June 30,		March 31,
	2013		2013
	(Unaudited)
Accrued legal fees	$	69,116	$	78,074
Accrued consulting fees		38,700		10,200
Accrued advertising and promotion		-		13,926
Accrued interest		1,069		532
Other		16,050		13,325
	$	124,935	$	116,057

NOTE 8 – SUBSEQUENT EVENTS

On July 25, 2013, the Company issued 200,000 shares of its common stock for services valued at $8,000.

On July 26, 2013, the Company entered into a securities purchase agreement (the "Agreement") with an accredited investor (the "Investor") pursuant to which the Investor purchased an 8% Convertible Debenture for an aggregate purchase price of $100,000 (the "Debenture"). The 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 Agreement). 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 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 Agreement, the Investor received a warrant to purchase five hundred thousand (500,000) shares of Common Stock (the "Warrant"). The Warrant is exercisable for a period of three years from the date of issuance at exercise price of $0.04, subject to adjustment. The Investor may exercise the Warrant on a cashless basis at any time after the date of issuance. In the event the Investor exercises the Warrant on a cashless basis we will not receive any proceeds.

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.

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

Web-site Development Costs

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

Research and Development

Fair Value

Stock-Based Compensation

RESULTS OF OPERATIONS –THREE MONTHS ENDED JUNE 30, 2013 AS COMPARED TO THREE MONTHS ENDED JUNE 30, 2012

The Company had no revenues for the quarter ended June 30, 2013, for the quarter ended June 30, 2012, and for the period October 19, 2011 (date of inception) through June 30, 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 $114,354 for the three months ended June 30, 2013, principally related to professional fees and marketing expenses, and $182,812 for the quarter ended June 30, 2012. The decrease in selling, general and administrative was a result of decrease in website development and other administrative costs.

During the three months ended June 30, 2013, the Company charged to operations interest expense of $6,161 as compared to $22,168 for the quarter ended June 30, 2012. The decrease in the interest expense was a result of repayment of $1,200,000 of the debt to the officer during the year ended March 31, 2013. For the period from October 19, 2011 (date of inception) through June 30, 2013, we had an interest expense of $66,298.

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 raised $591,446 pursuant to investments reflected by an unsecured note from its Founder and Chief Executive Officer and $42,975 from other long-term notes payable. 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 June 30, 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.

[discussion of operating activities?]

Financing activities provided $30,000 to the Company during the three months ended June 30, 2013. As of June 30, 2013, Truli had an accumulated deficit of $2,291,225.

The Company does not currently have sufficient capital in its accounts, nor sufficient firm commitments for capital to assure its ability to meet its current obligations or to continue its planned operations. The Company is continuing to pursue working capital and additional revenue through the seeking of the capital it needs to carry on its planned operations. There is no assurance that any of the planned activities will be successful.

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 June 30, 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 June 30, 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 June 30, 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 June 30, 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 June 30, 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

During the three months ended June 30, 2013, the Company issued 400,000 shares of its common stock for services valued at $17,400.

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 June 30, 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. The XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: August 14, 2013	TRULI MEDIA GROUP, INC.

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