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EX-32 - SECTION 1350 CERTIFICATION - Writ Media Group, Inc.ex32.htm
EX-31.1 - RULE 15D-14(A) CERTIFICATIONS - Writ Media Group, Inc.ex31_1.htm

Washington, D.C.  20549



For the quarterly period ended September 30, 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           o
(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).  oYes   x No
The number of shares outstanding of our Common Stock is 84,519,822 as of November 10, 2009. There are no other classes of stock.

Unaudited Financial Statements 3
Management’s Discussion and Analysis of Financial Condition and Results of Operations 11
Controls and Procedures 14
Legal Proceedings 15
Exhibits 15
Signatures 16

Unaudited Financial Statements.
[A Development Stage Company]
September 30, 2009
March 31, 2009
Current Assets
  Cash   $ 10,117     $ 1,136  
  Total Assets   $ 10,117     $ 1,136  
Current Liabilities
Accounts payable
  $ 4,030     $ 4,887  
Convertible notes payable (net of unamortized discount of $22,000 and $0, respectively)
    -       -  
Covertible notes payable - related party (net of unamortized discount of $10,000 and $0, respectively)
    -       -  
Derivative liability for convertible note
    96,080       -  
Total Liabilities
    100,110       4,887  
Stockholders' Deficit
     Common stock, $0.001 par, 175,000,000 shares authorized, 84,519,822 and 64,519,822 respectively issued and outstanding     84,520       64,520  
     Additional paid-in capital     295,928       81,028  
     Deficit accumulated during the development stage     (470,441 )     (149,299 )
  Total Stockholders' Deficit     (89,993 )     (3,751 )
  Total Liabilities and Stockholders' Deficit   $ 10,117     $ 1,136  
See Notes to Consolidated Financial Statements

[A Development Stage Company]
Three Months Ended
Three Months Ended
Six Months Ended
Six Months Ended
March 9, 2007 (inception) through
September 30, 2009
September 30, 2008
September 30, 2009
September 30, 2008
September 30, 2009
  $ -     $ -     $ -     $ -     $ 9,425  
General and administrative
    225,990       8,017       235,062       14,848       393,262  
             -                -          
Interest and amortization of discount on debt
    86,080              86,080              86,120   
Bad debt expense
    -       -       -       424       424  
Net loss
  $ (312,070 )   $ (8,017 )   $ (321,142 )   $ (15,272 )   $ (470,381 )
Basic and diluted Net Loss per Share
  $ 0.00     $ 0.00     $ 0.00     $ 0.00          
Weighted average common
    65,501,876       63,048,273       68,629,112       62,864,549          
  shares outstanding

See Notes to Consolidated Financial Statements

[a development stage company]

Six Months Ended
Six Months Ended
March 9, 2007 (inception) through
September 30, 2009
September 30, 2008
September 30, 2009
Net loss
  $ (321,142 )   $ (15,272 )   $ (470,381 )
Adjustments to reconcile net loss to cash used in operating activities:
Stock issued for services
    210,000       1,720        294,498  
Change in fair value of derivative liabilities
    86,080       -        86,080  
Changes in:
Accounts payable
     (857 )     3,252        4,030  
Accounts receivable
    -       424       -  
     (25,919 )      (9,876 )      (85,773 )
Capital contributions
    12,900       4,000       22,200  
Subscription receivables
    -       9,300       13,500  
Proceeds from notes
    22,000       -       22,000  
Stock issued for cash
    -       5,300       38,250  
    34,900       18,600       95,950  
    8,981       8,724       10,177  
Cash balance, beginning
    1,136       1,136       -  
Cash balance, ending
  $ 10,117     $ 9,860     $ 10,177  
    -       -       -  
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 services
    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 services
    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 services
    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 )
Contributed capital
                    12,900               12,900  
Issuance of stock
    20,000,000       20,000       180,000       -       200,000  
Discount on Convertible notes
                    22,000               22,000  
Net income for the period
    -       -       -       (321,142 )     (321,142 )
Balance, September 30, 2009
    84,519,822     $ 84,520       295,928     $ (470,441 )   $ (89,993 )
See Summary 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 some 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. However, for other convertible instruments, it was determined that the conversion feature did, in fact, meet the definition of a liability and therefore the conversion feature was bifurcated and accounted for as a separate derivative liability as discussed more below.

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.

Derivative instruments

We account for obligations and instruments potentially to be settled in the Company s stock in accordance with ASC 815-40, “Accounting for Derivative Financial Instruments Indexed To, and Potentially Settled In a Company’s Own Stock” . This issue addresses the initial balance sheet classification and measurement of contracts that are indexed to, and potentially settled in, the Company's own stock. These derivative liabilities are marked-to-market each quarter with the change in fair value recorded in the income statement.

Writers Group utilizes the Black-Scholes option-pricing model to determine the fair value of its derivative instruments. Key assumptions of the Black-Scholes option-pricing model include applicable volatility rates,

risk-free interest rates and the instruments expected remaining life.  The assumptions used in this model require significant management judgment and estimates of future fluctuation in
stock price as well as changes in future interest rates. The reader should reference Note 5 for further details in regards to our derivative liabilities.
Fair Value Measurements

ASC 820-35 establishes a framework for measuring fair value in GAAP and clarifies the definition of fair value within that framework. ASC 820-35 does not require assets and liabilities that were previously recorded at cost to be recorded at fair value or for assets and liabilities that are already required to be disclosed at fair value, ASC 820-35 introduced, or reiterated, a number of key concepts which form the foundation of the fair value measurement approach to be used for financial reporting purposes. The fair value of the Company’s financial instruments reflects the amounts that the Company estimates to receive in connection with the sale of an asset or paid in connection with the transfer of a liability in an orderly transaction between market participants at the measurement date (exit price). ASC 820-35 also establishes a fair value hierarchy that prioritizes the use of inputs used in valuation techniques into the following three levels:

Level 1—quoted prices in active markets for identical assets and liabilities.
Level 2—observable inputs other than quoted prices in active markets for identical assets and liabilities.
Level 3—unobservable inputs.

The adoption of ASC 820-35 did not have an effect on the Company’s financial condition or results of operations, but ASC 820-35 introduced new disclosures about how we value certain assets and liabilities. Much of the disclosure is focused on the inputs used to measure fair value, particularly in instances where the measurement uses significant unobservable (Level 3) inputs.

As required by ASC 820-35, financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. Following are the major categories of assets and liabilities measured at fair value on a recurring basis as of September 30, 2009, using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):
    Fair Value Measurements at September 30, 2009 Using  
    Level 1     Level 2     Level 3     Total  
 Assets (Liabilities):                        
 Derivative liabilities     $ -     $ (96,080 )     $ -     $ (96,080 )
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”. See the accounting policy above.
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 September 30, 2009 up through November 10, 2009, 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 nonauthoritative. 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 September 30, 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 six months ended September 30, 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 Artfield Investments RD, Inc. in partial satisfaction for consulting services.


Notes payable at September 30, 2009 are comprised of the following:

Notes I
Convertible notes payable, interest rate at 8%, due on 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 or ½ the average closing bid price for the last five trading days prior to conversion
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

Writers Group evaluated the application of ASC 815-15 and ASC 815-40 for Notes I and Notes 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 $22,000 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.

See Note 5 for further information regarding the evaluation of Notes II listed above.

Notes II was issued for services, not cash.


Writers Group Notes II listed above 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 requires accounting for the conversion feature as a derivative contract liability with changes in fair value recorded in the Statements of Operations.

Pursuant to ASC 815-15, “Accounting for Derivative Instruments and Hedging Activities,” ASC 815-40, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock,” ASC 470-30 & ASC 470-05 “Application of ASC 470-30 & ASC 470-05 to Certain Convertible Instruments,” ASC 470-30 & ASC 470-05 “Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios,” 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.

The fair value of the derivative liability was determined using the Black-Scholes option pricing model. The inputs for the valuation analysis of the convertible note include the market value of the Company's common stock, the estimated volatility of the Company's common stock, the exercise price of the note payable and the risk free interest rate. The key inputs for the valuation analysis were a volatility of 281%, common stock value of $0.01 and a risk free interest rate of 5.4%.   The liability was marked to market as of September 30, 2009 using the following key inputs volatility of 281%, common stock value of $0.01 and a risk free interest rate of .41%: These current inputs resulted in no change to the value of the derivative.

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

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 September 30, 2009, is $10,117, and the amount of working capital deficit we have as of September 30, 2009 is $89,993. 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 six months ended September 30, 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 began April 1, 2009, we plan to produce our film “Writers’ Assistants” 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.

Writers’ Assistants

The major challenge in producing Writers’ Assistants is the financing. Our timetable, then, in producing Writers’ Assistants is:

September - December, 2009: Raise $150,000 through private and public stock offerings.
January - March, 2010: Identify, approach, negotiate and sign an agreement with a well-known actor to have him or her appear in the film.
March – June, 2010: Identify studios, distributors, large production companies and other financiers who may finance the remainder of the film’s budget, submit applications and secure financing.
June - September, 2010: Complete development and pre-production on the film.

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 a new comedy concept we developed, entitled “Flagged”, about the people who work at a fledgling crisis management agency for professional athletes. This could be 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:

September - December, 2009: Conduct market research on cost and on answering the questions identified above. Develop comprehensive web strategy.
January - February, 2010: Develop ideas and scripts for either a) for-profit web content; or b) sketches and vignettes for marketing purposes only.
February – April, 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.
April - June, 2010: Produce either for-profit web content or the video sketches and vignettes for marketing purposes only.
June - August, 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 second quarter (September 30, 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 September 30, 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 September 30, 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 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.


 November 10, 2009    Tal L. Kapelner, President and Chairman  
  By: /s/ Ariella Kapelner  
 November 10, 2009    Ariella Kapelner, Principal Financial Officer and Director