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EX-32.1 - SECTION 1350 CERTIFICATION - Writ Media Group, Inc.writer_ex321.htm
EX-31.1 - RULE 15D-14(A) CERTIFICATIONS - Writ Media Group, Inc.writer_ex311.htm

Washington, D.C.  20549



For the quarterly period ended June 30, 2010
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  x
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 130,519,822 as of August 15, 2010.
The number of shares outstanding of our Preferred Stock is 18,500 as of August 15, 2010.
There are no other classes of stock.


 Unaudited Financial Statements     3  
 Management’s Discussion and Analysis of Financial Condition and Results of Operations     8  
 Controls and Procedures     12  
 Legal Proceedings     13  
 Exhibits     13  
 Signatures     14  


[A Development Stage Company]
June 30, 2010
March 31, 2010
Current Assets
  $ 5,068     $ 427  
Total Assets
  $ 5,068     $ 427  
Current Liabilities
Accounts Payable
  $ 5,225     $ 5,075  
Accrued Liabilities
    1,169       1,169  
Convertible Notes Payable, net of $5,760 and $15,467 unamortized discount, respectively
    15,880       6,173  
Total Liabilities
    22,274       12,417  
Stockholders'  Deficit
  Preferred stock:                
Series A convertible preferred stock, $0.00001 par, 130,000,000 shares authorized, 10,000 and 0 issued and outstanding, respectively
    -       -  
Series B convertible preferred stock, $0.00001 par, 70,000,000 shares authorized, 3,500 and 1,000 issued and outstanding, respectively
    -       -  
Series C convertible preferred stock, $0.00001 par, 20,000,000 shares authorized, 0 and 0 issued and outstanding, respectively
    -       -  
Common stock, $0.00001 par, 20,000,000,000 and 175,000,000 shares authorized, 130,519,822 shares
issued and outstanding
    1,305       1,305  
Additional paid-in capital
    5,105,252       5,100,252  
Deficit accumulated during the development stage
    (5,123,763 )     (5,113,547 )
Total Stockholders' Deficit
    (17,206 )     (11,990 )
  Total Liabilities and Stockholders' Deficit   $ 5,068     $ 427  

See Notes to Unaudited Consolidated Financial Statements

[A Development Stage Company]
Three Months Ended
Three Months Ended
March 9, 2007 (inception) through
June 30, 2010
June 30, 2009
June 30, 2010
  $ -     $ -     $ 9,425  
General and administrative
  $ 509     $ 9,072     $ 5,105,719  
Interest Expense
      9,707       -       27,469  
Net loss
  $ (10,216 )   $ (9,072 )   $ (5,123,763 )
Basic and Diluted
Net loss per common share
  $ (0.00 )     (0.00 )     n/a  
Weighted average common shares outstanding
    130,519,822       64,519,822       n/a  

See Notes to Unaudited Consolidated Financial Statements


[a development stage company]
Three Months Ended
Three Months Ended
March 9, 2007 (inception) through
June 30, 2010
June 30, 2009
June 30, 2010
Net loss
    (10,216 )     (9,072 )     (5,123,763 )
Adjustments to reconcile net loss to cash used
in operating activities:
Stock issued for services
    -       -       4,983,248  
Amortization of BCF Discount
    9,707       -       26,240  
Changes in:
Accounts Payable
    150       370       5,224  
Accrued Liabilities
    -       -       1,169  
Accounts Receivable
    -       -       -  
    (359 )     (8,702 )     (107,882 )
Proceeds from convertible notes payable
    -       -       32,000  
Proceeds from subsriptions receivable
    -       -       13,500  
Contribution of Capital
            11,900       22,200  
Preferred stock issued for cash
    5,000       -       7,000  
Stock issued for cash
    -       -       38,250  
Principal payments on long term debt
    -       -       -  
    5,000       11,900       112,950  
    4,641       3,198       5,068  
Cash balance, beginning
    427       1,136       -  
Cash balance, ending
    5,068       4,334       5,068  
    -       -       -  
Income taxes
    -       -       -  
See Notes to Unaudited Consolidated Financial Statements




The accompanying unaudited interim consolidated 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 consolidated financial statements and notes thereto contained in Writers’ Group's annual report filed with the SEC on Form 10-K on July 14, 2010. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for fiscal 2010 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
Writers’ Group does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its 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 June 30, 2010, Writers’ Group has accumulated losses. These factors raise substantial doubt regarding Writers’ Group's ability to continue as a going concern. These consolidated 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.



Notes payable at June 30, 2010 are comprised of the following:

Notes I  Convertible notes payable, interest rate at 8%, due August, 2010, convertible at $.0001 per share into an aggregate of 12,000,000 common shares
Notes II  Convertible note payable, interest rate at 8%, due September, 2010, convertible at $.00001 per share into an aggregate of 964,000,000 common shares
Less: unamortized debt discount
    (5,760 )

Writers Group evaluated the application of ASC 815-15 and ASC 815-40 for Notes I, II 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.  As of June 30, 2010, the unamortized discount was $5, 760.

During the quarter ended June 30, 2010, no portion of any convertible note was converted into any class or series of Writers’ Group equity.


On June 28, 2010, Writer’s Group sold 2,500 shares of its Preferred Stock Class, Series B to an investor for $2 per share, in exchange for $5,000 cash.  These shares were not registered with the Securities and Exchange Commission.

Each share of Series B preferred stock is convertible into the number of shares of the corporation’s common stock, par value $.00001 per share, equal to the designated $2 initial price of the Series B preferred stock divided by one hundred times the par value of the common stock subject to adjustments as may be determined by the Board of Directors from time to time. The holders of Series B preferred stock are entitled to receive dividends when, and if declared by the Board of Directors, in its sole discretion. Upon liquidation, dissolution or winding up of the corporation, whether voluntarily or involuntarily, before any distribution or payment shall be made to the holders of any stock ranking junior to the Series B preferred stock, the holders of the Series B preferred stock are entitled to be paid out of the assets of the corporation an amount equal to $1.00 per share or in the event of an aggregate subscription by a single subscriber for Series B preferred stock in excess of $100,000, $0.997 per share (as adjusted for any stock dividends,
combinations, splits and recapitalization), plus all declared but unpaid dividends, for each share of Series B preferred stock held.  After the payment of the full applicable preference value of each share of the Series B preferred stock, the remaining assets of the corporation legally available for distribution, if any, will be distributed ratably to the holders of the corporation’s common stock.

On August 4, 2010, President Tal L. Kapelner contributed $150 cash to the company. This is contributed capital.

On August 9, 2010, Writer’s Group sold 5,000 shares of its Preferred Stock Class, Series B to an investor for $2 per share, in exchange for  $10,000 cash. These shares were not registered with the Securities and Exchange Commission.


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 year, 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 – “Quarterlife” 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. In addition, a musical comedy web serial, “Dr. Horrible’s Sing-Along Blog,” more than re-couped its $200,000 production costs outlay through sale and rental of DVDs, which contained the serial as well as DVD-exclusive content, although it should be noted that Dr. Horrible’s Sing-Along Blog had built-in advantages, not least of which was its relatively well-known cast and the already-established, extremely loyal fanbase of its creator Joss Whedon, who was the showrunner for Buffy, The Vampire Slayer and Firefly television shows.

Adding to the evidence of increased success in web-based programming include: Actress Felicia Day’s web series about online role-playing game, “The Guild,” is now in its 3rd season and is distributed by Xbox Live and Microsoft and sponsored by Sprint. “Dorm Life,” a mockumentary web series about dorm life, went on to be sponsored by Carl’s Jr. in its second season. The creators of the web video diary “Lonelygirl13” were signed by a major talent agency, and the actress who played Lonely Girl herself went on to have a role on ABC Family’s “Greek”. After the first episode of “Red vs. Blue,” a series using animation directly from the popular video game Halo, the producers were contacted by the video game’s production company to arrange a deal so the series could continue to use game properties without license fees.

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 June 30, 2010, is   $5, 068, and the amount of working capital we have as of June 30, 2010 is ($17,206). 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 $10,000 in cash from the private sale of shares of our preferred stock in a transaction which took place subsequent to this quarter, and we also received $150 in contributed capital from our President, Tal L. Kapelner, also subsequent to this quarter. However, 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.

Changes in Financial Condition – Fiscal Years 2008 and 2009. For the fiscal year ended March 31, 2008, we accumulated an additional $56,141 in expenses, which brought our total deficit to $116,878, because we had no revenues in our fiscal year ended March 31, 2008.

Specifically, during our fiscal year ended March 31, 2008 we spent approximately $18,500 on development-phase costs including state franchise and incorporation fees, setting up our website, purchasing office supplies, equipment and software, purchasing entertainment industry research material including the materials used to determine actors’ and directors’ bankability, travel expenses related to our short film premier in New York, and expenses related to our private stock offering conducted through the first two quarters of our first full fiscal year. In our 2008 fiscal year, we also spent $700 on attorney fees, $7,600 on audit expenses, $963 in administrative expenses and $1,900 on filing expenses related to the filing of our initial registration statement on Form SB-2 from December of 2007 to the end of the 2008 fiscal year. An additional $26,478 was spent – in shares rather than cash – in exchange for consulting and marketing services rendered.

For the fiscal year which ended March 31, 2009, we spent less than $1,600 on maintaining our offices and we spent no money on marketing. Most of our expenses were related to filing our quarterly and annual reports on Forms 10-Q and 10-K, respectively, and having our local accountants and our audit firm prepare our unadited quarterly  and audited annual consolidated financial statements. Approximately $5,400 was spent on our filing expenses and $13,600 on accounting and audit fees related to our consolidated financial statements in the year ended 2009. We also spent approximately $600 on transfer agent expenses in fiscal year 2009, whereas no money was spent in this category in the year ended 2008. And $1750 was spent on attorney fees during fiscal year 2009, while $700 was spent on attorney fees during fiscal year 2008.

Overall, we believe our financial condition had deteriorated in certain respects from the fiscal year ended March 31, 2008 to the fiscal year ended March 31, 2009. While it is true that our net loss for the year ended March 31, 2009 is less than that for the prior year, our cumulative loss continued to grow, standing at $149,299 by March 31, 2009. And our cash position had not significantly improved. We believe this deterioration was due to the simple fact that we had not made any significant revenues, while we still continued to pay for the preparation and audit of consolidated financial statements, among other administrative functions.

Changes in Financial Condition – Fiscal Year 2010. Generally-speaking, our financial condition has remained approximately the same this most recent fiscal year, relative to our 2009 fiscal year. While we again this year failed to generate revenues, we did receive capital contributions from management in the amount of $10,000 and investments from investors in the amount of $7,000 to allow us to maintain our basic administrative responsibilities. Our cumulative loss continues to grow, however, standing now at $5,123,763. And our cash position has not significantly improved.

For our most recent completed fiscal year, which ended March 31, 2010, we spent less than $1,600 on maintaining our offices and we spent no money on marketing. Most of our expenses were related to filing our quarterly and annual reports on Forms 10-Q and 10-K, respectively, and having our local accountants and our audit firm prepare our unaudited quarterly  and audited annual consolidated financial statements.

Liquidity and Capital Resources. We announced earlier our intention to issue shares under an equity line of credit in the next 12 months. However, we no longer have such an intention and have cancelled any further negotiations with the would-be provider of such equity line.

We have a working capital deficit of $17,206 and a total deficit accumulated during development stage of $5,123,763 as of June 30, 2010, and total deficit of $5,113,547 as of March 31, 2010, compared to a working capital deficit of $3,751 and a total deficit of $ 149,299 as of March 31, 2009. The huge jump in our deficit was as a result of a one-time charge in the fourth quarter of our fiscal year ended March 31, 2010, associated with the issuance of shares of our Preferred Stock Class, Series A to our President Tal L. Kapelner. These Series A shares can be converted into 80% of the total outstanding shares of common stock at any time, regardless of the amount of common shares that are outstanding.

We had $359 of net cash used in operating activities for the quarter ended June 30, 2010, compared with $8,702 used during the quarter ended June 30, 2009.

We had $5,000 of net cash provided by financing activities for the quarter ended June 30, 2010, as compared with $11,900 provided by financing activities for the first quarter of our last fiscal year, ended June 30, 2009. The $5,000 from this quarter came from investment in our Preferred Stock Class, Series B, while the $11,900 last year all came from contributed capital from our management.

Plan for the next 12 months.In Fiscal Year 2011, which began April 1, 2010, 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, as our “Plan to Generate Future Revenues” subsection, located in our “Description of Business” section above, discusses.

Our timetable, then, in producing Writers’ Assistants is:
May – September, 2010: Raise $150,000 through private and public stock offerings.
September – December, 2010: Identify, approach, negotiate and sign an agreement with a well-known actor to have him or her appear in the film.
December, 2010 – March, 2011: Identify studios, distributors, large production companies and other financiers who may finance the remainder of the film’s budget, submit applications and secure financing.
March – April, 2011: 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 musical comedy web serial adaptation of our “Writers’ Assistants” project. Our belief is that we may both be able to profit from this venutre, as well as perhaps use the publicity and public momentum from this project to produce the feature-length “Writers’ Assistants” film.

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 the Writers’ Assistants musical web serial 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:

April – September, 2010: Conduct market research on cost, and on answering the questions identified above. Develop comprehensive web strategy.
September – October, 2010: Develop ideas and scripts for either a) for-profit web content; or b) sketches and vignettes for marketing purposes only.
October – December, 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 and directors, to participate in our web-based projects without significant financial incentives.
December, 2010 – March, 2011: Produce either for-profit web content or the video sketches and vignettes for marketing purposes only.
March – April, 2011: 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.

Our auditors are MaloneBailey, LLP, located in Texas and licensed in Texas and California.
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 first quarter (June 30, 2010) for fiscal year 2011, 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 consolidated 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 June 30, 2010, 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 consolidated financial statements. As of June 30, 2010, the majority of the preparation of consolidated 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 2011 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.


Consolidated Financial statements are included in the body of this report.

Exhibit Index:

* Rule 15d-14(a) Certifications                                                                                                      Exhibit (31)(i)and(ii)
* 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.
August 23, 2010 
/s/ Tal L. Kapelner  
    Tal L. Kapelner, President and Chairman  

August 23, 2010     
/s/ Ariella Kapelner  
    Ariella Kapelner, Principal Financial Officer and Director