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EX-32.1 - CERTIFICATION - Writ Media Group, Inc.ex32.htm
EX-31.1 - CERTIFICATION - Writ Media Group, Inc.ex31_1.htm

Washington, D.C.  20549



For the quarterly period ended December 31, 2009

a Delaware corporation

1752 East Avenue J  #266
Lancaster, CA  93535
Commission file number: 333-156832
I.R.S. Employer I.D. #: 56-2646829

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days  x Yes  o No

We are not required to submit electronically nor post on our website any Interactive Date Files pursuant to Rule 405 of Regulation S-T.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer  o Accelerated filer  o
Non-accelerated filer
(Do not check if a smaller reporting company)
o Smaller reporting company  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  o Yes x No
The number of shares outstanding of our Common Stock is 84,519,822 as of February 10, 2010. There are no other classes of stock.
Unaudited Financial Statements 3
Management’s Discussion and Analysis of Financial Condition and Results of Operations 10
Controls and Procedures 13
Legal Proceedings 13
Exhibits 14
Signatures 15


Unaudited Financial Statements
[A Development Stage Company]
December 31,
March 31,
Current Assets
  $ 3,304     $ 1,136  
Total Current Assets
    3,304       1,136  
Total Assets
  $ 3,304     $ 1,136  
Current Liabilities
Accounts Payable
  $ 5,800     $ 4,887  
Convertible notes payable to investors (net of unamortized discount of $12,000 and $0, respectively)
    -       -  
Convertible notes payable for services rendered  (net of unamortized discount of $10,000 and $0, respectively)
    -       -  
Convertible notes payable to related party  (net of unamortized discount of $10,000 and $0, respectively)
    -       -  
Total Liabilities
  $ 5,800     $ 4,887  
Stockholders' Deficit
Common stock, $0.001 par, 175,000,000
   shares authorized, 84,519,822  and 64,519,822 shares
  respectively, issued and outstanding
  $ 84,520     $ 64,520  
Additional paid-in capital
    305,928       81,028  
Deficit accumulated during the development stage
    (392,944 )     (149,299 )
Total Stockholders' Deficit
    (2,496 )     (3,751 )
Total Liabilities and Stockholders' Deficit
  $ 3,304     $ 1,136  
See Notes to Consolidated Financial Statements

[A Development Stage Company]
Three Months Ended
Three Months Ended
Nine Months
Nine Months
March 9, 2007 (inception) through
December 31,
December 31,
December 31,
December 31,
December 31,
  $ -     $ 1,000     $ -     $ 1,000     $ 9,425  
General and administrative
  $ 8,583     $ 4,593     $ 243,645     $ 20,289     $ 402,309  
Interest Expense
            -       -       -       60  
 Amortization of Discount on Debt
  $ (86,080 )                                
Bad Debt Expense
    -       -       -       -       424  
Net loss
  $ (77,497 )   $ (3,593 )   $ (243,645 )   $ (19,289 )   $ (393,368 )
Basic and diluted Net Loss per Share
  $ 0.00     $ 0.00     $ 0.00     $ 0.00          
Weighted average common
shares outstanding
    84,519,822       63,314,712       84,519,822       63,014,895          
See Notes to Consolidated Financial Statements

[A Development Stage Company]
Nine Months
Nine Months
March 9, 2007 (inception) through
December 31,
December 31,
December 31,
Net loss
    (243,645 )     (19,289 )     (392,944 )
Adjustments to reconcile
net loss to cash used
in operating activities:
Stock issued for services
    210,000       -       294,498  
Bad debt expense
            -       -  
Changes in:
Accounts Payable
    913       135       5,800  
Other Liabilities
    -       8,425       -  
Accounts Receivable
    -       424       -  
    (32,732 )     (10,305 )     (92,646 )
Proceeds from subscription receivable
Proceeds from notes
    22,000               22,000  
Contribution of Capital
    12,900       -       22,200  
Stock issued for cash
    -               38,250  
Principal payments on long term debt
    -       20,620       -  
    34,900       20,620       95,950  
    2,168       10,315       3,304  
Cash balance, beginning
    1,136       576       -  
Cash balance, ending
    3,304       10,891       3,304  
    -       -       -  
Income taxes
    -       -       -  
Noncash investing and financing activities Discount on convertible notes payable
  $ 12,000       -     $ 12,000  
Discount on convertible note payable - related party
  $ 10,000       -     $ 10,000  
See Notes to Consolidated Financial Statements

[A Development Stage Company]
Common Stock
par value $.001
Paid in Capital
Common shares issued for
    56,550,000     $ 56,550                 $ 56,550  
Shares issued for cash
    2,050,000       2,050     $ 18,450             20,500  
Net loss
                            (60,737 )     (60,737 )
Balance, March 31, 2007
    58,600,000       58,600       18,450       (60,737 )     16,313  
Common shares issued for
    2,647,822     $ 2,648       23,830             $ 26,478  
Shares issued for cash
    1,435,000       1,435       12,915               14,350  
Net loss
                            (56,141 )     (56,141 )
Balance, March 31, 2008
    62,682,822       62,683       55,195       (116,878 )     1,000  
Common shares issued for
    147,000     $ 147       1,323             $ 1,470  
Shares issued for cash
    1,690,000       1,690       15,210               16,900  
Contributed capital
                    9,300               9,300  
Net loss
                            (32,421 )     (32,421 )
Balance, March 31, 2009
    64,519,822       64,520       81,028       (149,299 )     (3,751 )
Issuance of stock
    20,000,000       20,000       180,000       -       200,000  
Contributed capital
    -       -       12,900       -       12,900  
Discount on convertible notes
    -               32,000               32,000  
Net loss
    -       -       -       (243,645 )     (243,645 )
Balance, December 31, 2009
    84,519,822     $ 84,520     $ 305,928     $ (392,944 )   $ (2,496 )
See Notes to Consolidated Financial Statements




The accompanying unaudited interim financial statements of Writers’ Group Film Corp., have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Writers’ Group's annual report filed with the SEC on Form 10-K on July 10, 2009. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2009 as reported in the Form 10-K have been omitted.

Accounting Policies

Convertible Debt

Writers Group Film Corp  has issued convertible instruments, which contained embedded conversion features. The Company has evaluated the application of ASC 815-15, “Accounting for Derivative Instruments and Hedging Activities,” and ASC 815-40, “Accounting for Derivative Financial Instruments Indexed to and Potentially Settled in a Company’s Own Stock,” to its embedded conversion feature within its convertible debt instruments. Writers Group has determined that, for all of the instruments, the conversion feature did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability.

The Company evaluated the conversion feature under ASC 815-40 for a beneficial conversion feature at inception. The effective conversion price was then computed based on the allocation of the proceeds to the convertible debt to determine if a beneficial conversion feature exists. The effective conversion price was compared to the market price on the date of the original note and was deemed to be less than the market value of Writers Group Film Corp’s stock at the inception of the note. A beneficial conversion feature was recognized and gave rise to a debt discount that is amortized over the stated maturity of the convertible debt instrument or the earliest potential conversion date.
Recent Accounting Pronouncement
In 2009, the FASB issued the following guidance.
FASB ASC 825-10-65-1:”Interim Disclosures about Fair Value of Financial Instruments”.
Effective for the quarter ended June 30, 2009, the Company implemented ASC 855 , Subsequent Events . This standard establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. The adoption of ASC 855 did not impact the Company’s financial position or results of operations. The Company evaluated all events or transactions that occurred after December 31, 2009 up through February 10, 2010, the date the Company issued these financial statements.  During this period, the Company had no subsequent events.

In July 2009, the FASB issued new guidance relating to the “FASB Accounting Standards Codification” at ASC 105, as the single source of authoritative nongovernmental U.S. generally accepted accounting principles (GAAP). The Codification is effective for interim and annual periods ending after September 15, 2009. All existing accounting standards are superseded as described in ASC 105. All other accounting literature not included in the Codification is non-authoritative. Management is currently evaluating the impact of the adoption of ASC 105 but does not expect the adoption of ASC 105 to impact the Company’s results of operations, financial position or cash flows.

Writers’ Group has generated nominal revenues since inception and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of Writers’ Group as a going concern is dependent upon the continued financial support from its shareholders, the ability of Writers’ Group to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As of December 31, 2009, Writers’ Group has accumulated losses. These factors raise substantial doubt regarding Writers’ Group's ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Writers’ Group be unable to continue as a going concern.


During the nine months ended December 31, 2009, the President and Chairman of Writers’ Group Tal L. Kapelner gave the company $12,900. These funds were used for operating expenses. The amount is reflected as contributed capital.

On September 11, 2009, 12,000,000 shares were issued to our President and Chairman, Tal L. Kapelner, in exchange for $120,000 worth of management services rendered. In addition, 8,000,000 shares, valued at $80,000, were issued to Stan Medley in partial satisfaction for consulting services.


Notes payable at December 31, 2009 are comprised of the following:

Notes I
Convertible notes payable, interest rate at 8%, due August, 2010, convertible at $.001 into an aggregate of 12,000,000 common shares
Notes II
Convertible note payable, interest rate at 8%, due September, 2010, convertible at $.001 per share into an aggregate of 10,000,000 shares
Notes III
Convertible notes payable to related party, interest rate at 8%, due August, 2010, convertible at $.001 into 10,000,000 common shares
Less: unamortized debt discount
    (32,000 )


Writers Group evaluated the application of ASC 815-15 and ASC 815-40 for Notes I, II and III listed above and concluded these instruments were not required to be accounted for as derivatives. Writers Group also evaluated the application of ASC 470-30 & ASC 470-05, "Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios," and  ASC 470-30 & ASC 470-05, " ASC 470-30 & ASC 470-05 to Certain Convertible Instruments" and concluded that the conversion option was a beneficial conversion feature with intrinsic value. Writers Group determined the intrinsic value of the conversion options on these notes to be $32,000 and recorded a discount on the notes in this amount. The discount will be amortized over the life of the loans using the effective interest rate method.

Note II was issued for services, not cash.  It is the first part of a commitment to pay $90,000 for services rendered and to be rendered.  This note was previously accounted for as a derivative pursuant to
ASC 815-40, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock.” This analysis resulted in a bifurcation of the conversion feature from the debt and required accounting for the conversion feature as a derivative contract liability with changes in fair value recorded in the Statements of Operations.  The original fair value of the embedded conversion feature in the Notes II of $96,080 was recorded as a derivative liability. The fair value of the embedded derivative at issuance exceeded the notional amount of the loan. $10,000 of the fair value was recorded as a discount on the loan and the additional $86,080 was expensed on the issuance date.  Prior to December 31, 2009, the derivative feature in the note payable was amended and it no longer is a derivative.  Thus, the discount of $86,080 was reversed in the quarter ended December 31, 2009.


Writer’s Group evaluated all events subsequent to December 31, 2009 through February 15, 2010 and concluded that there are no significant or material transactions to be reported.


Management's Discussion and Analysis of Financial Condition and Results of Operations.

Overview.  The recent market downturn has negatively impacted the entertainment industry and this company in particular. Right now, we are pinning our hopes for revenue on the production and success of “Writers’ Assistants”, but the third-party financier who verbally agreed to put up the $150,000 incentive money we needed to attract a well-known actor has pulled his commitment in the last few months, citing the poor economic climate, leaving us to raise that money through other third-party financiers – who have not materialized yet – and/or future private placements or registered offerings. Further, even if we raised $150,000 and attracted a star actor, film financing companies are tightening their belts and are financing fewer films, even those that may be quite viable with a well-known actor attached, leaving us few options in financing the film.

We are looking more seriously now into the possibilities provided by web-based entertainment as a source of future growth, perhaps even as a revenue source. Historically, we have not been of the opinion that web-based entertainment provides much opportunity for anything but use as a marketing vehicle for our talents as filmmakers and as a way to positively brand the company as a whole. However, two web-based serials – “Quarter life” and, very recently,  “In the Motherhood” – have been picked up as programs for broadcast television, and several more – out of admittedly thousands – have managed to earn small profits, including “Paradise Cove”, “Easy to Assemble”, “Web Therapy” and “Tiki Bar”, mostly through sponsorships and merchandise sales. The benefits to producing a web-based serial is that it is significantly cheaper, requiring far less start-up capital, and would get the company at least in production on something, rather than just working on administration and raising capital.

The concept of a business model based at least in part on web-based programming presents many challenges for us, however. The first challenge would be raising money: web-based programming may be cheaper than producing feature films, but it still requires some capital – see the estimates under our “Web Strategy” subsection below – and so far, we have not been successful in raising sufficient capital for production of any kind. Another challenge would be securing sponsorships. Because of our relatively unknown status, it would take significant recognition by the public of any web-based program we produced first, before we could hope to successfully sign sponsorship deals with advertisers. Further, sponsors we approach may already be sponsoring a competing web content provider, or not approve of the content we produce. The inexperience of our management working with this medium is another factor in our consideration of this venture, particularly as it relates to strategies to generate web traffic to the content. Just posting such content on our website and a few video-sharing sites like YouTube is not likely to generate the millions of “views” we would likely need to have a successful business model. Therefore, more advanced strategies are necessary, including the use of more sophisticated web promotional tools such as Tube Mogul and Virtual Property – see our “Web Strategy” subsection below. Additional challenges, currently unknown to us, may also present themselves once we have conducted a more thorough study of web programming and its related business models over the next several months.

Financial Condition.  The amount of cash we currently have on hand, as of December 31, 2009, is $3,304, and the amount of working capital deficit we have as of December 31, 2009 is $2,496. The amount of cash we will need to operate our business over the next 12 months is estimated at $19,200. Therefore, the amount of cash we have on hand is insufficient to satisfy our cash requirements. We received contributed capital from our President Tal Kapelner, in the amount of $9,300 during the fiscal year ended March 31, 2009 and an additional $12,900 during the nine months ended December 31, 2009. In addition, we borrowed $10,000 in cash from Mr. Kapelner and $12,000 in cash from five other individuals, all of whom received convertible notes, as we describe in the Notes to our financial statements. Without an infusion of cash from additional revenues or future registered offerings or private placements, management will likely have to continue to contribute money to pay our expenses.


We also generated our first revenues in fiscal year 2009. In November, 2008, we signed a services contract with Car Search Consulting, Inc. of Los Angeles, California, wherein we were contracted to produce a 35-second commercial advertisement as well as a 5-10 minute internal employee training video. We were paid $8,425 up front for those services, which we completed in January 2009.

Also in November of 2008, we optioned the screenplay for Forever Man to Cruck Productions, Inc. a Florida-based production company, for $1,000.

Despite these early revenues, we do not anticipate these or future revenues to produce a profit for the foreseeable future; we have subsisted so far by capital contributions from our management and by selling shares through our three private offerings and our public offering, which raised for us a total of $51,750 in cash and $284,498 worth of services, including initial website design and consulting services.

Liquidity and Capital Resources.  We have plans to issue shares under an equity line of credit in the next 12 months. However, no equity line agreement has been registered with the U.S. Securities and Exchange Commission yet.

Plan for the next 12 months.  In Fiscal Year 2010, which ends March 31, 2010, we plan to further circulate the pilot script for our proposed television sitcom we intend to develop, entitled “Flagged”, and finish developing a web strategy which may include producing a web-based serial (“webisodic programming”) and/or producing short vignettes and skits for use solely as a marketing and branding tool.

Previously, we reported that we intended to produce our first feature film in Fiscal Year 2010, entitled “Writers’ Assistants”. However, we decided to shelve that plan for the immediate future, as financing was not available, and we have re-focused our attention on “Flagged”. We intend to place our focus back on producing our “Writers’ Assistants” feature in Fiscal Year 2011, which begin April 1, 2010.


Our President, Tal L. Kapelner, along with his writing partner, have written the pilot script to a new sitcom we intend to develop for TV buyers, entitled “Flagged”, which tells the story of how a long-time assistant to a famous retired basketball player becomes the president of a brand-new crisis management agency for professional athletes.

We have sent query letters to entertainment attorneys, and intend to do the same with agents and managers later in February.

Web Strategy

Our web strategy will focus on answering the following questions: Is it possible to make a profit from content produced specifically for, and distributed on, the web? If so, how significant a profit is possible, or has been historically achieved? Besides sponsorships from advertisers and merchandise sales, what are the other keys to profiting from web-based content? What type and genre of programming has had the most success, and how has the content been organized and distributed?


We hope to answer those questions through a) our own market research consisting of attendance at seminars and related symposia on the topic, study of web news journals such as “TubeFilter”, study of revenue-sharing and licensing deals currently being made, and interviews with consultants who have an expertise in web-based programming; as well as b) market research data we compile provided by web programming monetization sites such as TubeMogul, Visible Measures and Brightcove. “Rich analytics”, which refers to the breakdown and analysis of any given website’s popularity, is provided by these web programming monetization sites for no fee or a small fee.

Once we have answered those questions, we will develop a comprehensive web strategy that, depending on the answers we get from our questions, will either focus on developing the type of content that will seek to make a profit, but is generally more expensive and time-consuming to produce and distribute, or the type of content that is geared only towards our marketing and branding efforts, which would likely be cheaper and easier to produce and simpler to distribute.

In other words, if our web strategy calls for us to produce content for profit on the web, the type of content will necessarily be of a higher quality, both in terms of appeal and in the quality of the various production elements, such as camera, lighting, etc.

For example, we have already identified two possible candidates for development into webisodic programming. The first is to re-work our first short film, “Buckeye Marhaba” – a drama about an Arab couple living in the U.S. who attempt to balance assimilation with retention of their cultural identity through the following of the Ohio State Buckeye football team – which was slated for production but is now languishing with no immediate prospect for production, into a web-based serial of perhaps 10 “webisode” installments of approximately 3 minutes each.

The second is our new comedy concept we developed, entitled “Flagged”, about the people who work at a fledgling crisis management agency for professional athletes. If we are unable to find a TV buyer for the program, it could be re-packaged as a web series, and organized as close to a television sitcom as possible, with each “webisode” made up of three “acts” of 7 minutes each, much the same way a typical television sitcom is broken up. We could produce a “season” of 8-13 webisodes, mirroring the number of episodes typically ordered per season for a basic cable television program. We may even market a pilot script for television.

While we have done no market research yet, anecdotally we understand that professionally-produced webisodes can cost about $1,000 per minute, which would make Buckeye Marhaba a $30,000 project and Flagged a $56,000 - $91,000 project. This cost estimate was provided verbally by a consensus of web programming producers at a Screen Actors Guild symposium on producing content for the web held in Los Angeles in February of 2009. This is significantly cheaper than financing a feature film, but would still present challenges in financing. Distribution would be through more complex and professional sites that are geared towards monetization of web content, such as TubeMogul, Virtual Property and Dogma Studios.

On the other hand, if our web-based strategy calls for us to produce simple video vignettes and sketches, solely for marketing and branding purposes and without attention on profiting from the content itself, we would look to produce those products more cheaply and distribute them more simply, such as through our own website, and video-sharing websites such as YouTube, Veoh and

Two examples of these sketches are “A&F”, in which an overweight man takes off his shirt and pretends to be one of the live male models at an Abercrombie and Fitch store, and “Stalk Another Day”, about a lazy celebrity stalker.


Our timetable for our web strategy is:

February - April, 2010: Conduct market research on cost and on answering the questions identified above. Develop comprehensive web strategy.
April - May, 2010: Develop ideas and scripts for either a) for-profit web content; or b) sketches and vignettes for marketing purposes only.
June – August, 2010: Raise financing through registered offerings or private placements. If we are financing for-profit web content, financing needs may be anywhere from $30,000 to almost $100,000, as noted above. Since inception, we have not successfully raised $100,000 in cash, and at this time have no special ideas to raise the necessary funds, other than approaching venture capitalists and other private equity firms who invest in entertainment projects. While subject to the results of our web strategies research, we do not intend at this time to offer any profit participation or other significant financial incentives to entice well-known actors or directors to participate in these productions, although we may nevertheless approach well-known actors, directors, or in the case of our proposed “Flagged” production, professional sports figures, to participate in our web-based projects without significant financial incentives.
August - September, 2010: Produce either for-profit web content or the video sketches and vignettes for marketing purposes only.
September - November, 2010: Distribute the material that we produced.
We have no purchases or sales of plant or significant equipment planned in the next 12 months.

We do not anticipate any significant changes in the number of employees. We currently have zero and anticipate having zero employees in the next 12 months.
Controls and Procedures.

Our principal executive and financial officers have evaluated the effectiveness of our disclosure controls and procedures as of the end of our third quarter (December 31, 2009) for fiscal year 2010, and have concluded that they are not effective to ensure that information required to be disclosed in the reports that we file pursuant to Section 15(d) of the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules under the Exchange Act. We based the material weakness noted below in our assessment of our internal control over financial reporting.

A material weakness is a deficiency, or 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. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2009, the Company determined that we had a material weakness, as described below and therefore our internal controls over financial reporting were not effective.

We noted we have a material weakness regarding proper segregation of duties for the preparation of our financial statements. As of December 31, 2009, the majority of the preparation of financial statements was carried out by one person, who is an independent CPA to the Company. Additionally, the Company currently only has one officer/director having oversight on all transactions.  We plan to remedy the material weakness once operations expand to include employees, and/or the production of self-generated and owned entertainment products.


There have been no changes in our internal control over financial reporting during the first 3 quarter of our current fiscal year 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Legal Proceedings.

We are not a party to any pending legal proceeding, nor are we aware of any proceeding contemplated by any governmental authority.

Financial statements are included in the body of this report.

Exhibit Index:
* Certificate of Incorporation  [incorporated by reference to Form 10-K filed on July 10, 2009]
* Certificate of Amendment of Certificate of Incorporation  [incorporated by reference to Form S-1 filed on January 21, 2009]
* By-laws   [incorporated by reference to Form 10-K filed on July 10, 2009]
* Instruments defining rights of security holders    [see By-laws]
* Rule 15d-14(a) Certifications    Exhibit (31)(i)
* Section 1350 Certification   Exhibit (32)


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.


February 15, 2009
    Tal L. Kapelner, President and Chairman  
 February 15, 2009  By: /s/ Ariella Kapelner  
    Ariella Kapelner, Principal Financial Officer and Director