WRIT Media S1/A IPO registration (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

Amendment No. 1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

WRITERS’ GROUP FILM CORP.

(Exact name of registrant as specified in its charter)

Delaware		7812		56-2646829
(State or jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

1752 East Avenue J #266

Lancaster, California, 93560

Ph: 213-694-1888

(Address and telephone number of principal executive offices)

SAMUEL WIERDLOW, INC.

3422 Old Capitol Trail #584

Wilmington, Delaware, 19808

Ph: 302-777-1642

(Name, address and telephone number of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company x
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered		Amount to be registered				Proposed maximum offering price per unit				Proposed maximum aggregate offering price				Amount of registration fee
Common Stock			64,434,822(1)			$	0. 03 (2)			$	1,933,044.60			$	75.97

(1)	This Registration Statement covers the re-sale by our selling shareholders of up to 64,434,822 shares of our common stock previously issued to such selling shareholders.

(2)

The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457 under the Securities Act of 1933. The offering price was determined by the last price, which was also the highest price, at which we sold any of the shares, and then multiplying that figure by an arbitrarily-determined 300% to reflect likely increased value of the stock, assuming we are succesful in obtaining a priced quotation on the OTC Bulletin Board. Our selling shareholders’ shares will sell at $0.01 per share until our shares are quoted on the OTC BB and thereafter at prevailing market prices or privately negotiated prices

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.

PROSPECTUS

Writers’ Group Film Corp.

64,434,822 shares of Common Stock

This Prospectus relates to 64,434,822 shares of our common stock, par value $0.001 per share, which may be offered for sale or otherwise transferred from time to time by the selling shareholders.

These 64,434,822 shares are being registered to permit public secondary trading of the securities offered by the selling stockholders named in this Prospectus. We will not receive any of the proceeds from the sale of the securities by the selling stockholders.

These 64,434,822 shares of our common stock will be sold by selling security holders at a fixed price of $0.01 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing marketing prices or privately negotiated prices. See "Plan of Distribution" on Page 32 of this Prospectus.

We intend to apply to list our common stock on the Over-the-Counter Bulletin Board (“OTCBB”) if and when we meet the listing requirements. There can be no assurances, however, that we will meet the listing requirements. Therefore, we cannot give you any assurance that an established trading market in our common stock will develop, or if such a market does develop, that it will continue.

The total amount of shares of common stock which may be sold pursuant to this prospectus would constitute 99.98% of our issued and outstanding common stock as of February 15, 2009. We will not receive any proceeds from the sale of shares by the selling stockholders.

Important Note: Investing in our company, Writers’ Group Film Corp., involves a great deal of risk, for many different reasons. Please see a list of the risk factors involved in investing in our company, beginning on page 6 of this prospectus.

The Commissioner of Corporations of the State of California does not recommend or endorse the purchase of these securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

Title	Page

Summary Information	4
Risk Factors	5
Use of Proceeds	11
Determination of Offering Price	11
Dilution	12
Selling Shareholders	12
Plan of Distribution	14
Legal Proceedings	16
Directors, Executive Officers, Promoters and Control Persons	16
Security Ownership of Certain Beneficial Owners and Management	17
Description of Securities	18
Interest of Named Experts and Counsel	19
Disclosure of Commission Position of Indemnification for Securities Act Liabilities	19
Organization Within Last Five Years	19
Description of Business	20
Management's Discussion and Analysis or Plan of Operation	33
Description of Property	37
Certain Relationships and Related Transaction	38
Market for Common Equity and Related Stockholder Matters	38
Executive Compensation	38
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	38
Financial Statements	39

Summary Information and Risk Factors.

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read the entire prospectus, including “Risk Factors” and the consolidated financial statements and the related notes before making an investment decision.

SUMMARY INFORMATION

We are Writers’ Group Film Corp., a start-up entertainment production company, incorporated in March of 2007. We currently own one short film and three unproduced feature film screenplays. One of our three screenplays, “Forever Man”, was optioned in November of 2008 by Florida-based production company Cruck Productions, Inc. Also in November of 2008 we were hired by Car Search, Inc., a Los Angeles used car dealership, to provide a 30-second television commercial and an in-house employee training video. This job, however, represents our only paid work to date.

Our twin goals are a) producing television programs for distribution via broadcast, cable and/or satellite television channels, and b) producing films for distribution to movie theatres or directly to video and other outlets.

We are using this prospectus to register the 64,434,822 shares already issued through private offerings.

We have never had a profit, are in poor financial condition and we anticipate no profits for at least the first two years, as we build our brand name and recognition factor among members of the entertainment industry by making a continuous stream of short films, feature films, and other entertainment products and marketing them as described later in this prospectus. Slowing us down in achieving this will be a lack of, and difficulty in obtaining, sufficient funds, intense competition from hundreds of other original entertainment content providers and an untried business plan. See Risk Factors starting on page 6 for more information.

Selling Shareholders. 64,434,822 of the shares of common stock offered under this prospectus may be sold by the selling security holders on the public market, in negotiated transactions with a broker-dealer or market maker as principal or agent, or in privately negotiated transactions not involving a broker or dealer. Information regarding the selling shareholders, the common shares they are offering to sell under this prospectus, and the times and manner in which they may offer and sell those shares is provided in the sections of this prospectus captioned "Selling Security Holders" and "Plan of Distribution". The registration of common shares pursuant to this prospectus does not necessarily mean that any of those shares will ultimately be offered or sold by the selling security holders.

The mailing address of our principal executive offices is: 1752 East Avenue J #266, Lancaster, CA 93560. The telephone/fax number of our principal executive offices is: (213) 694-1888. Our website is www.writersgroupfilmcorp.com.

Our revenues for the most recent audited period – April 1, 2007 – March 31, 2008 – were zero, and were $1,000 for the last quarter ended December 31, 2008. Our net loss for the most recent audited period was $56,141 and for the last quarter ended December 31, 2008 was $3,593. We have accumulated a deficit of $136,167 since inception and our auditors have issued a going concern opinion. See the notes to our audited financial statements below. The following table sets forth summary financial data derived from our financial statements. The data should be read in conjunction with the financial statements, related notes and other financial information included in this prospectus.

Operating Statement Data	for the period March 9, 2007 (Inception) through March 31, 2008 (Audited)			for the nine months ended December 31 , 2008 (Unaudited)
Income Statement Data
Revenues:	$	0			1,000
Expenses:		116,878			20,289
Net Loss from Operations:		( 116,878	)		(19,289	)

Balance Sheet Data	as at March 31, 2008 (Audited)			as at December 31 , 200 8(Unaudited)
Total Assets:	$	1000			10,891
Total Liabilities:		0			8,560
Total Stockholders' Equity:		1,000			2,331

RISK FACTORS

You should carefully consider the following risk factors and all other information in this prospectus before investing in our common stock. Investing in our company involves a high degree of risk. Any of the following risks makes this offering speculative or risky, and could adversely affect our business,

financial condition and results of our operations and could result in a complete loss of your investment.

Risk Factors Related Directly to Our Business Plan

The Short Film We Purchased May Not Succeed In Bringing The Amount Of Attention We Need To Properly Pursue Brand Awareness, Which Would Bring A Failure To This Portion Of Our Plan And Put More Pressure On The Other Three Parts Of Our Initial Business Plan To Succeed.The key part of our initial business plan – see Description of Business and MD&A sections, below – is to use the short film we already purchased, an irreverent comedic parody entitled “The G! True Tinseltown Tale: Dude, Where’s My Car?”, as a marketing tool to create brand awareness and overall attention from the public to our products and talents, in particular to entertainment industry executives who would be in a position to commission us to produce other entertainment products. And the first method to achieving success calls for the placement of this short movie on video sharing websites, such as YouTube and Google Video. However, this short film has already been placed on the YouTube, Veoh and FunnyorDie.com video sharing websites, and has so far not been viewed a sufficient number of times. After approximately two years on YouTube, the short film has been viewed approximately 51,000 times. After one year on FunnyorDie.com, it has been viewed less than 600 times, and after fourteen months on Veoh, it has been viewed approximately 1,000 times. By comparison, videos on YouTube which have accomplished what we would like to accomplish in our business plan – namely, broad public recognition of our work and talent – typically receive over 1 million views. It is unlikely that this short film alone will be able to accomplish that portion of our business plan dealing with wider recognition of our work alone, which means our future work will have to carry an extra burden of doing this. Additionally, our management must be more diligent in researching and executing the various techniques one uses to get one’s videos more widely viewed on these sites.

Our Marketing Plan Calls For Risky, Somewhat Novel Strategies Which Could Easily Fail, Forcing Us To Re-Think Our Entire Marketing Plan, Likely Leading To A Long Delay In Our Profitability.The second method to achieving success of our quest for brand awareness is to submit our short film unsolicited to those entities which typically air comedic parody short films and other similar products from less well-known suppliers. But we really have no idea whether any of these outlets - including HBO, Showtime, Cinemax, The Movie Channel, IFC and Sundance Channel - would at all be receptive to our unsolicited product. We don't know for sure if anyone at any of these outlets would even look at what we sent them, let alone air it.

Finally, our business plan directs us to submit the short film – which has already been submitted to various film festivals – to more film festivals. But many film festivals, which often include competitions of the films they exhibit, are typically overwhelmed with film submissions, and simply do not have enough slots for all the films which are submitted for consideration. Therefore, it is a competitive process just to get one's film accepted as an entrant in one of these film festivals, and there is no guarantee any film festival – whether it is a large and famous one like Sundance Film Festival in Park City, Utah or Toronto International Film Festival in Toronto, Ontario, or even a small and niche one like Giggleshorts Comedy Festival - will want to accept any of our filmed products for exhibition. And the one film festival to which our film was accepted so far – the NewFilmmakers NY film series – did not generate any wide recognition or acknowledgement of our work.

There Is No Guarantee Our Future Filmed Skits, Concepts and Short Films Will Fare Any Better Than Our First, And If This Portion Of Our Business Plan Should Fail, Our Initial Business Plan Would Be Crippled. O ur initial business plan also includes the filming of additional pieces, mostly very short, funny, irreverent scenes, skits and concepts which we believe will appeal to the typical viewer of shared video sites such as YouTube. The intention in doing so is not to gain revenues, but to continue to create a brand for ourselves, as well as build wide public recognition of our work and talent in general. But there is no guarantee that this strategy will work. YouTube, for example, receives thousands of new videos every day and it is very difficult to get one’s video noticed above the constant flood of new material coming in from others. And if we should go unrecognized, then these efforts will have been wasted, and our success would rely almost entirely on the portion of our business plan dealing with the production of feature films. See Description of Business and MD&A sections below for more information on our initial business plan.

Third-Party Financiers And Our Own Money Raises May Not Be Successful In Raising Sufficient Capital To Properly Entice Well-Known Actors And Their Representation To Participate In Our Feature Film Projects, Which Would Cripple The Most Important Aspect Of Our Initial Business Plan, And Make Our Overall Success Unlikely. The cornerstone of our initial business plan is to produce feature-length films. Our first contemplated method of financing such a project is to approach third-party financiers, as well as utilize our own money raises to collect approximately 10-15% of each of our feature films’ respective budgets and offer that money, along with as much as 5-10% of the profits from the film, to well-known actors in exchange for their participation as actors in the respective films. Once we have the well-known actor’s commitment, we can then approach established film studios and production companies for the remainder of the budget. However, a verbal agreement with one third-party financier to commit $150,000 for such a purpose for our film “Writers’ Assistants” – see Description of Business and MD&A sections, below – was rescinded by the financier, citing the recent downturn in the financial markets . We are not in talks with any other third-party financier at this time.

Well-Known Actors And Directors Of Whose Services We Ask May Not Agree To Participate In Our Projects Even If Offered 10-15% Of The Film’s Budget, And If We Are Not Able To Secure The Services Of Any Well-Known Actors or Directors For Our Projects, Our Films Will Very Likely Not Get Made Despite Raising 10-15% Of The Budget.Assuming that, as part of our principal plan to produce feature films, we have successfully raised 10-15% of the film’s budget through money raises or through third-party financiers, we shall then approach well-known actors and/or directors to participate in one of our film projects, offering them the money that we raised, along with as much as 5-10% of the film’s profit . However, money is not the only factor which determines an actor’s or director’s participation. Other factors, such as quality of the script, competence of the filmmakers, genre in which the film deals, and simple matters such as scheduling, all play as much or more of a role in determining an actor or director’s next project. There is no guarantee that any given actor or director will participate. We will have more than one choice for actor and/or director, but it is possible that none of our choices will choose to participate, making the completion of the film highly unlikely at that point. Since inception, we have not established any professional relationships with any well-known actors or directors.

Film Studios And Production Companies May Not Finance Our Films, Even With The Participation Of A Well-Known Actor Or Director, Making Our Plans To Produce Films Virtually Impossible.Historically, the inclusion of a well-known actor or director in a film project makes it much more likely to be financed by entertainment industry executives responsible for financing films. However, there is no guarantee that we will be able to receive the full funding of our respective motion pictures’ budgets, even if we are successful in getting a commitment from a well-known actor or director to participate in each respective film. There are other myriad factors involved in the decision by a studio or large production company to finance a film, including overall budget, genre of the film, likelihood of success in foreign markets, and many others, making the film studios’ and production companies’ decision to finance the remaining portion of our respective films’ budgets by no means guaranteed.

Submission Of Our Screenplays And Film Projects To Contests And Online Writers’ Services, As Well As To More Traditional Terminals Such As Directly To Literary Agents And Production Companies, Is Unlikely To Yield Positive Results Because Of The Sheer Volume Of Screenplays And Film Projects In Existence, Rendering Our Plan To Produce Movies Much More Difficult.The second method of achieving our third goal in our initial business plan of producing feature films is to utilize both new, online-based writers’ support services, such as websites devoted to showcasing certain writers and scripts and online contests, as well as more traditional methods of sending out our scripts to literary agents to see if they would be willing to represent the film, and production companies to see if they would produce our film. But the sheer number and volume of screenplays and film projects being submitted to all of these terminals far outpaces the demand for such material by the entertainment industry, thereby making our projects unlikely to be discovered or even read. And even if they are read, there is no guarantee that others will agree that our scripts are of high-enough quality that they are worthy of representation or production.

TV Show Pilots Produced Without The Backing Of A TV Channel Or A Major Studio Production Company Have Extremely Limited Distribution Opportunities, Making This Portion Of Our Business Plan Relatively Unfeasible In The Short Run. We also intend to produce TV show pilots “on spec”, meaning unsolicited, without the backing of a TV channel or network or major studio production company, and then show them to entertainment industry executives in the hopes that they will either purchase our show, if they are a television executive, or help us produce it and sell it to a television channel or network, if they are with a production company. But there is almost no distribution of a TV show outside of television, except for very limited experiments on certain websites such as MySpace and Apple iTunes. And getting meetings with television executives is very difficult. Finally, self-distributing our TV show pilots to non-paying channels in order to simply generate public recognition of our work is limited to a website called “Channel 101” plus the same video sharing websites we plan to use for our short films, such as YouTube and FunnyorDie.com, and historically are unlikely platforms from which proper television programs are purchased by television channels and networks or major studio production companies. This portion of our initial business plan will have to wait until our other strategies have had a chance to work.

Risk Factors Related to Our Early Phase of Business, Track Record, Experience and Position in Industry

We Are A Start Up Company, And As Such Face Difficulties Including Steep Development Costs, Low Name Recognition And No Goodwill, Which If Not Overcome Could Mean We Will Have To Shut Down Operations. We expect to encounter risks and difficulties frequently faced by start up companies in new and rapidly

changing markets. If you invest in our shares you must consider the risks and difficulties frequently encountered by new businesses, such as:

o The need to establish our brand name awareness;

o The need for sufficient funds;

o The dependence on our website;

o The need to manage changing and expanding operations;

o The need to effectively compete in the entertainment industry;

o The need to establish ourselves as an important contender in the evolving film industry.

Although each member of our Management has written a screenplay, and our President has worked as a writers’ assistant on a prime-time sitcom, and our Director Glenn Benest has written several produced screenplays and has taught screenwriting for over 20 years, including at UCLA and the American Film Institute , we may have a limited insight into many of the trends that may affect our business. We can't be certain that we will be successful or that we will successfully address these risks. If we fail to do so, our products will be poorly received by our intended public, causing our name to be quickly associated with bad products and making it much more unlikely that our plan to be given a producing opportunity will come to fruition.

We Have Little History of Operations, And Therefore May Not Have the Sufficient Track Record Needed by Investors to Determine If We Are A Sound Investment Or Not.Our operations have consisted mainly of purchasing one short film and three unproduced screenplays , creating our web site and developing our business model and otherwise organizing our operations. We just recently generated revenues through a single contract to render services and by optioning one of our screenplays. We incorporated in Delaware on March 9, 2007. We are a new business, and the failure rate for new businesses is high. This does not constitute a lengthy track record of accomplishments, and this fact may make it more difficult for investors to determine if we are a suitable investment. To be profitable we must develop, promote, and market our services, so they are accepted on a broad, commercial basis, and this will take years.

The Recent Market Downturn Has Negatively Affected Our Business Plan and May Further Affect it Negatively. The severe market downturn that began in September, 2008, has already caused one significant disruption to our business plan: In November 2008 we were told by the California financier, who had earlier verbally committed to putting up $150,000 in order that we may entice a well-known actor to act in our first feature-film project “Writers’ Assistants”, that he would no longer be able to put up that money, thus forcing us to use other avenues to raise those funds, and in the meantime has shut down that aspect of our business plan.

We foresee additional setbacks to our business plan based on the recent downturn in the markets in that production companies and studios, who may have funded the entire budget of “Writers’ Assistants” based upon the participation of a well-known actor, now cannot be solidly relied upon to do so, as their own cash availability may not be sufficient to fund such a project.

We Have No Recent Profits From Operations, Are In A Poor Financial Condition And We Will Likely Not Be Profitable Soon, Which Means Investors' Investment May Not Even Result In Any Claims To Assets If We Are Forced To Liquidate.Although we have purchased our first short film, this film has not been sold, and will likely never be sold. In fact, we have only optioned one of our screenplays for $1,000, and been engaged in one contract to render services, for $8,425, and so have no profits, recent or otherwise, and will likely not have any profits for the next few years, and little revenues for the next 1-3 years, even with a large infusion of debt or equity funding, as we continue to produce entertainment products without likelihood that any will be sold. Since inception, we have accumulated a deficit of over $132,000 and we will incur significant losses in the future, as we devote time and money to development, promotions, marketing, and establishing our marketing staff.

We May Not Have Sufficient Funds And This May Lead to More-Diluted Stock. Future events, including the problems, delays, unexpected expenses and other difficulties frequently encountered by movie production companies may lead to cost increases that could make the net proceeds of this offering insufficient to fund our proposed operations. Current operations may continue if this offering is not successful; however, future planned operations over the next year will be quite limited if this offering is not successful. We may require additional financing. This may not be available on a timely basis, in sufficient amounts or on acceptable terms. This financing may also dilute existing shareholders' equity. Any debt financing or other financing of securities senior to common stock will likely include financial and other covenants that will restrict our flexibility. If we need to obtain additional financing, there's no assurance that financing will be available.

Our Business, The Entertainment Industry, Typically Has Far More Supply Of Product Than Demand, Thereby Making Our Products Much More Likely To Not Be Seen, Greatly Affecting Our Marketing Plan. Although now with the internet there are literally almost an infinite number of ways one may show one's entertainment products to the public, there are still, nevertheless, only a very few ways to show one's entertainment product to the public in exchange for money. There's broadcast network programming, which includes NBC, CBS, ABC, FOX, WB and UPN, and several basic cable "network" channels which have original entertainment programming, including USA Network, Comedy Central, Lifetime, E! Entertainment Television, the PAX network, ABC Family, and MTV Networks. There's also a limited amount of original programming funded by premium pay cable outlets, including HBO, Showtime, Cinemax and Encore! And most recently, there has been a precious few number of internet sites that have financed fictional entertainment products, such as MySpace. But there are not many other venues for exhibiting one's work for money, and this huge amount of supply, combined with relatively few outlets for the supply, creates a "bottleneck" effect for entertainment products, where there is a great deal of competition among suppliers of entertainment content, such as Writers’ Group, and outlets which air them, such as broadcast, basic cable and premium cable channels. This will make it more difficult for us to exhibit our work for money and thereby make any revenues.

We Have Not Done A Feasibility Study And Therefore Are More Likely To Make Errors in Our Marketing and Business Plans, And Hence More Likely To Achieve Bad Performance. Our business and marketing plans are only based on our own experience. We can't promise we have made a good judgment of the workability of this project. By investing in Writers’ Group, you are risking your investment on an experimental business and marketing plan which is more difficult to adjudge of its merits because of a lack of a feasibility study. The lack of a feasibility study could then result in errors in judgment and planning and cause the business to lose producing opportunities and force closure of Writers’ Group. Our marketing initiatives have an unproven record and we have not enjoyed success with these tactics in the past.

We Are Dependent On The Senior Management Team And If We Should Lose Any Of Them, We May Not Have The Ability To Carry On With Our Business Plan As Conceived, Lowering Our Chances of Ultimate Success. Our management team is Tal L. Kapelner, President, Secretary and Chairman of the Board of Directors, Ariella Kapelner, Vice-President, Treasurer and a Director and Glenn M. Benest, Director. If we lost any of these key people it would hinder our progress a great deal, and it should be noted that we have no employment agreements with any of our officers or directors. Also, neither of our executive officers are currently receiving any compensation, and we do not have the funds necessary to offer them competitive salaries, nor do we have funds to hire additional management or employees. This means that potentially, any of our officers and directors may leave Writers’ Group without notice and possibly work for a competitor.

Because we operate in a competitive market, we are very dependent on being able to attract qualified people to work with us. So, we must restrict hiring to key executives and a small administrative staff and invest in marketing and other activities wisely. Additionally, there is intense competition for the kind of personnel we need. Our success depends on our ability to attract and hire such personnel. We can't assure you that we will be able to attract and retain the kind of staff and other personnel we need to be successful.

Our Management Has Limited Previous Experience in Managing a Public Company and in Evaluating Internal Controls. None of the three members of our management team has extensive experience managing a public company or in evaluating internal controls on the financial reporting, nor in identifying weaknesses in the internal controls. As Writers’ Group expands, we will need to allocate significant resources to meet applicable internal financial reporting standards, which include those controls and standards intended to keep our financial accounts and reporting accurate, thorough and free of fraud. If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud, which would have a material adverse effect on our business and stock.

Risk Factors Related to Our Stock

There Is No Market For Our Common Equity Securities, And We May Never Develop A Market, Which Would Render Investors' Investment Very Illiquid.Our common shares are not listed on any stock market or exchange, making the selling and trading of our shares exceedingly difficult. Without a secondary market, one is not easily able to sell or trade our shares after purchasing them, and therefore may be stuck with their shares, rendering them rather illiquid. We have applied for a priced quotation on the OTC Bulletin Board, but there is no guarantee that our application will be approved. And even if we are accepted, quotation on the OTC Bulletin Board doesn't assure that a meaningful market will be created and sustained. It is common, in fact, for OTC-listed companies to have a non-existent trading volume on any given day .

Our initial capital and assets have been largely provided by our management pursuant to private placements of our common shares. We previously conducted a registered offering of our common shares in which only 10,000 shares were sold to one investor.

We currently do not have sufficient funds for the next 12 months.

We Have No Plans To Pay Dividends, Leaving Our Equity Investors With No Income From Writers’ Group For The Foreseeable Future. We do not expect to pay dividends now or in the foreseeable future. We intend to use any future earnings for upkeep of our website and more entertainment products, such as films. Should we decide to pay dividends at any time in the future, there is no guarantee that they will be paid on a timely basis. If in buying our stock you anticipate income from dividends, you should not buy our stock.

Any Market That Develops In Shares Of Our Common Stock Will Be Subject To The Penny Stock Regulations And Restrictions Which Will Create A Lack Of Liquidity And Make Trading Difficult Or Impossible.

The trading of our securities, if any, will be in the over-the-counter market which is commonly referred to as the OTCBB as maintained by FINRA. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of our common stock.

Rule 3a51-1 of the Securities Exchange Act of 1934 establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions which are not available to us. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.

For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:

● the basis on which the broker or dealer made the suitability determination, and

● that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our common stock, if and when our common stock becomes publicly traded. In addition, the liquidity for our common stock may decrease, with a corresponding decrease in the price of our common stock. Our shares, in all probability, will be subject to such penny stock rules for the foreseeable future and our shareholders will, in all likelihood, find it difficult to sell their common stock.

Risk Factors Related to Legal Issues

We May Face Liability, Which, If We Do, Will Mean We Will Be Spending A Great Deal Of Our Time And Money On Legal Expenses, Rather Than On Production, As We Lay Out In Our "Use Of Proceeds" Below.Content on our web site may bring liability to Writers’ Group. We will post product information and other content on our web site and could possibly face potential liability for negligence, copyright, patent, trademark, defamation, indecency and other claims based on the nature and content of the materials we post. Such claims have been brought and sometimes successfully pressed against Internet content distributors. We could also be exposed to liability with respect to unauthorized duplication of content or unauthorized use of other parties' proprietary technology. Although we may obtain general liability insurance, it may not cover potential claims of this type or may not be adequate to protect us from all liability that may be imposed, and to date, we have not obtained any kind of liability insurance for the company or our management personnel. Therefore any imposition of liability could become very expensive for us and lower the worth of shares. We believe that our products, trademarks and other proprietary rights do not infringe on the proprietary rights of third parties. There can be no assurance that third parties will not assert infringement claims against us in the future with respect to current or future products, trademarks or other Company works or that such assertion may not require us to enter into royalty arrangements or engage in costly litigation.

There Is Limited Protection Of Intellectual Property Rights, Meaning A Limited Ability For Us To Claim Damages If Our Intellectual Property Is Infringed, And Possibly Rendering Some Of Our Products Worthless If Others Market Our Ideas As Theirs Before We Can Market Them.We regard our entertainment products, as well as the scripts for all scripted entertainment products, as proprietary and rely primarily on a combination of copyright, trademark, trade secret and confidential information laws, and will rely on employee and third-party non-disclosure agreements and other methods, to protect our proprietary rights. But there can be no assurance that these protections will be adequate to protect our intellectual property rights or that our competitors will not independently develop entertainment products that are substantially equivalent or superior to our products .

We Have A Limitation Of Liability Against Our Directors, Where Permitted By Law, Possibly Limiting Certain Claims By Investors Should Our Business Fail.As permitted by Delaware law, there are limits of liability of our directors for monetary damages for breach of director's fiduciary duty except for liability in certain instances. As a result you as a stockholder will have limited rights to recover against directors for breach of fiduciary duty.

Forward Looking Statements Render Investment In Writers’ Group Uncertain. The information and discussion in this Prospectus contains both historical and forward-looking statements. The forward-looking statements regarding our financial condition, operating results, business prospects or any other aspect

of our company, can be quite different from our actual financial condition, operating results and business performance in the end, once we have become operational.

We have tried to identify factors that would cause results to differ from our expectations. The factors we have isolated are:

o bad economic conditions;

o intense competition;

o entry of new competitors with similar marketing plans;

o increased and more stringent federal, state and local government regulation;

o under-funding;

o unexpected costs;

o price increases for supplies;

o inability to raise prices;

o failure to get more people to view our site;

o risk of litigation and administrative proceedings against our Company and our employees;

o fluctuation of our operating results and financial condition;

o bad publicity and news coverage;

o unsuccessful marketing and sales plans;

o loss of key executives;

o inflation factors;

o failure to win a slot in a film festival;

o failure to get any of our work aired on a broadcast, satellite or cable outlet.

Use of Proceeds

We will not receive any proceeds from the sale of any of the 64,434,822 shares of common stock being registered in this prospectus and which are currently held by our selling shareholders.

Determination of Offering Price.

The offering price for the 64,434,822 shares already issued to the selling shareholders was determined by the price per share of the last, and highest-priced, stock offering conducted by us, the company, and multiplying that figure by an arbitrarily-determined 300% to reflect a higher value for the shares, assuming that we will be successful in our application for a priced quotation on the OTC BB.

Dilution.

64,434,822 of the shares of common stock that we are registering in this prospectus will not be dilutive because they are shares that have been issued already.

Selling Shareholders.

We are registering 64,434,822 shares that were previously issued in stock issuances not involving any public offering.

On our date of incorporation we issued 56,550,000 shares to 4 founders and consultants for the company at a price of $0.001 per share, in exchange for services and/or assets.

From March-August 2007, we conducted a private placement stock offering pursuant to Rule 504 of Regulation D promulgated under the Securities Act of 1933, wherein we sold 6,132,822 shares to 31 investors at a price of $0.01 per share.

From July-August 2008, we conducted a second private placement stock offering pursuant to Rule 504 of Regulation D promulgated under the Securities Act of 1933, wherein we sold 552,000 shares to 6 investors at a price of $0.01 per share.

From December, 2008-January, 2009, we conducted a third private placement stock offering pursuant to Rule 504 of Regulation D promulgated under the Securities Act of 1933, wherein we sold 1,200,000 shares to 6 investors at a price of $0.01 per share.

Now we are registering in this prospectus all 64,434,822 shares which we previously issued in the above-described private offerings.

The following table lists all selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder as of January 19, 2009. The third column lists the shares of common stock being offered pursuant to this prospectus by each of the selling shareholders. The fourth column lists the number of shares that will be beneficially owned by the selling shareholders assuming all of the shares offered pursuant to this prospectus are sold and that shares beneficially owned by them, as of January 19, 2009, but not offered hereby are not sold. All shareholders listed below are eligible to sell their shares.

Except as indicated in the footnotes to the table, no selling shareholder is an affiliate of us, the company. None of our selling shareholders is a registered broker-dealer or affiliate of a registered broker-dealer.

Name	Shares Owned	Shares Offered	Shares Owned After Offering

Tal L. Kapelner(1)	45,000,000	45,000,000	0
Ariella Kapelner(2)	6,750,000	6,750,000	0
Glenn Benest(3)	800,000	800,000	0
FMCOCO, Inc.	4,000,000	4,000,000	0
Manny Griefman	200,000	200,000	0
Keith Wagner	50,000	50,000	0
Paul Zamberg	500,000	500,000	0
Dannylle Milford	50,000	50,000	0
Peter Milford	50,000	50,000	0
Cassie Wagner	50,000	50,000	0
Gregory P. Shoop	50,000	50,000	0
Daniel Fraisse	50,000	50,000	0
Robert Milford	100,000	100,000	0
Kathy Byrne	300,000	300,000	0
Alastair N. Wood	500,000	500,000	0
Janine Martinez	25,000	25,000	0
Gary R. Jordan	100,000	100,000	0
Henry D. Martinez	25,000	25,000	0
Ronald W. Brock	50,000	50,000	0
Jonathan Douglass	200,000	200,000	0
Robert P. Cobuzio	25,000	25,000	0
Cheney Shapiro	100,000	100,000	0
Emerson Dibley	50,000	50,000	0
Gale D. Voight	2,375,000	2,375,000	0
James M. Douglass	520,000	520,000	0
Allison Lukert	20,000	20,000	0
Kelsi Schmiedeke	20,000	20,000	0
Aaron Hashim	150,000	150,000	0
Steven Aguilera	67,822	67,822	0
Lisa Benest	10,000	10,000	0
Bob DeSimone	10,000	10,000	0
Valerie L. Hanna	50,000	50,000	0
Hilary Heard	100,000	100,000	0
Mac Duffy Arthur Dibley	69,000	69,000	0
David Aranovich	266,000	266,000	0
Alastair N. Wood	300,000	300,000	0
Joseph P. Hochman	50,000	50,000	0
James M. Kilmartin	75,000	75,000	0
William Kilmartin	75,000	75,000	0
Caige Moore	30,000	30,000	0
Cody Moore	22,000	22,000	0
James M. Douglass	330,000	330,000	0
Jonathan Douglass	200,000	200,000	0
James Somers	10,000	10,000	0
Abigaile Breslin	100,000	100,000	0
Alastair N. Wood	250,000	250,000	0
William T. Penninger	310,000	310,000	0


	64,434,822	64,434,822

(1)	Tal L. Kapelner is our President, Secretary, Chairman and a major shareholder.

(2)	Ariella Kapelner is our Vice-President, Treasurer, a Director and a major shareholder.

(3)	Glenn M. Benest is a Director of the company.

Plan of Distribution.

The selling security holders may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of our common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions will be at a fixed price of $0.01 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing marketing prices or privately negotiated prices. The selling security holders may use any one or more of the following methods when disposing of shares or interests therein:

- ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

- block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

- purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

- an exchange distribution in accordance with the rules of the applicable exchange;

- privately negotiated transactions;

- short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC;

- through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

- broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share; and

- a combination of any such methods of sale.

The selling security holders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling security holders to include the pledgee, transferee or other successors in interest as selling security holders under this prospectus. The selling security holders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of our common stock or interests therein, the selling security holders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling security holders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling security holders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling security holders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling security holders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

Broker-dealers engaged by the selling security holders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchase of shares, from the purchaser) in amounts to be negotiated. The selling security holders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

The selling security holders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule.

Any underwriters, agents, or broker-dealers, and any selling security holders who are affiliates of broker-dealers, that participate in the sale of the common stock or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling security holders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. We know of no existing arrangements between any of the selling security holders and any other stockholder, broker, dealer, underwriter, or agent relating to the sale or distribution of the shares, nor can we presently estimate the amount, if any, of such compensation. See “Selling Security Holders” for description of any material relationship that a stockholder has with us and the description of such relationship.

In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the selling security holders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling security holders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling security holders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling security holders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

We have agreed to pay certain fees and expenses incurred by us incident to the registration of the shares. Such fees and expenses are estimated to be $4,000. We have agreed to indemnify the selling security holders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.

We have agreed with the selling security holders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or (2) the date on which the shares may be sold pursuant to Rule 144(b) and (d) of the Securities Act.

In addition to the foregoing, persons who purchase common stock from a selling stockholder pursuant to this prospectus may resell such shares of common stock without restriction by any method permitted by applicable law.

Legal Proceedings.

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

Directors, Executive Officers, Promoters and Control Persons.

The following are the names and ages of all directors and executive officers, their positions and offices, and brief descriptions of their business experience during the past five years:

Name	Age	Position(s) Held With the Company	Business Experience During Past Five Years
Tal L. Kapelner	33	President, Secretary and Chairman of the Board of Directors	From April 2000-present, Mr. Kapelner has been the sole officer and director of a California subchapter S corporation named Tally-Ho Ventures, Inc., which has beenengaged in various services, such as providing paralegal services to attorneys, writing business plans for companies in various fields , as well as artistic services such as acting and writing. From November, 2002 to May, 2005, Mr. Kapelner was also the President and Chairman of a Delaware subchapter C corporation also named “Tally-Ho Ventures, Inc.” (now called “Premier Wealth Management, Inc.”) which, at the time Mr. Kapelner was involved, was an entertainment production company. Mr. Kapelner’s duties included administrative functions as well as helping to create and expand the entertaining material on the website.

Ariella Kapelner	62	Vice-President, Treasurer and a Director	From August 1998-present, founded and still serves as President of the nonprofit corporation Living & Education, Inc., a provider of instructional DVDs covering such fields as parenting and drug and criminal rehabilitation under which she has produced educational materials and seminars currently being sold world-wide. From September 2001-January 2003, served as executive director of the non-profit Federal Commission on Educational Rights, Inc., a group which seeks to inform parents of their rights in the educational system. Ms. Kapelner wrote the feature film screenplay “His Name Is Noah” based upon real life events which she researched through her work educating parents of their rights.

Glenn M. Benest	58	Director	From July 2002 to Sept of 2006 has written and produced the independent film, “Hungry Hearts.” Starring Pauley Perrette and Susan Blakeley, “Hungry Hearts” has won 9 major film festival awards including Special Jury Award for Best Low Budget Feature at the Houston International Film Festival. “Hungry Hearts” was picked up for worldwide distribution by Shoreline Entertainment in 2004. Duties as writer/producer included co-writing the screenplay, raising funds, hiring all staff, and running the physical production. Also supervising all post production on the film and finding distribution. From April 2002 to the present, Mr. Benest has worked as a creative director for David Freeman Productions, writing feature films and video games, and holding the position of head writer for “Brooktown High: Senior Year,” a Konami video game. Duties with David Freeman Productions included supervising the five person writing staff and serving as liaison to Backbone Entertainment, the production unit responsible for the game. In addition, has taught professional level screenwriting workshops for the past 10 years, through which workshop were written several produced screenplays for feature films, including “Scream,” “Andre,” “Event Horizon,” and “Teaching Mrs. Tingle.”

The following are all the directors of Writers’ Corp., their terms of office and periods in which they served, and identification of any other directorships held in reporting companies, with names of those companies:

Director's Name	Term of Office as Director and Period During Which Served	Other Directorships Held in Reporting Companies
Tal L. Kapelner	2 years Served March 9, 2007 – present	Director of Tally-Ho Ventures, Inc., a Delaware corporation (now called “Premier Wealth Management, Inc.”), from November, 2002-May, 2005. Tally-Ho has been a reporting company from approximately November, 2003-present. This Delaware corporation should not be confused with the California corporation also called Tally-Ho Ventures, Inc. of which Mr. Kapelner is currently sole officer and director.

Ariella Kapelner	2 years Served March 9, 2007 – present	None

Glenn M. Benest	2 years Served March 9, 2007 – present	None

The respective terms of all three directors ends on March 9, 2009, at which time they may be re-elected by a majority vote of the shareholders at the annual meeting of shareholders on March 9, 2009.

Ariella Kapelner, Vice-President, Treasurer and a Director, is the mother of President, Secretary and Chairman of the Board, Tal L. Kapelner.

Security Ownership of Certain Beneficial Owners and Management.

We have 64,434,822 shares of common stock outstanding at $0.001 par value. 175,000,000 shares of common stock are authorized.

The following information is for any person, including any group of two or more persons acting as a partnership, syndicate or other similar group, who is known to us to be the beneficial owner of more than five percent of any class of our voting securities:

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class
Common Stock	Tal L. Kapelner 1752 East Avenue J #266 Lancaster, CA 93535	45,000,000 shares(1) President, Secretary and Chairman of the Boardof Directors	69.8

Common Stock	Ariella Kapelner 1752 East Avenue J #266 Lancaster, CA 93535	6,750,000 shares(2) Vice-President, Treasurer and a Director	10.5

Common Stock	FMCOCO, Inc 5689 Country Road 33 S.E. Buffalo, MN 55313	4,000,000 shares(3)	6.2

(1) Tal L. Kapelner owns 45,000,000 shares of Writers’ Corp., no part of which are options, warrants, or via any other rights, and he has no rights to acquire beneficial ownership of any other shares, whether through option, warrant, conversion privilege or any other right, within sixty days. He has the sole voting and investment power and dispositive control over these shares.

(2) Ariella Kapelner owns 6,750,000 shares of Writers’ Corp., no part of which are options, warrants, or via any other rights, and she has no rights to acquire beneficial ownership of any other shares, whether through option, warrant, conversion privilege or any other right, within sixty days. She has the sole voting and investment power and dispositive control over these shares.

(3) FMCOCO, Inc. owns 4,000,000 shares of Writers’ Corp., no part of which are options, warrants, or via any other rights, and she has no rights to acquire beneficial ownership of any other shares, whether through option, warrant, conversion privilege or any other right, within sixty days. Steven Medley, President of FMCOCO, has the sole voting and investment power and dispositive control over these shares.

We only have one class of equity securities, and that is our Common Stock, and we have no parents. We have three wholly-owned subsidiaries, named “Writers’ Assistants Movie, Inc.”, “His Name Is Noah Movie, Inc.” and “Forever Man Movie, Inc.”. All three of our subsidiaries are Delaware corporations, with Forever Man Movie being incorporated in August of 2008 and our other two subsidiaries incorporated by us in May, 2007. For our Common Stock, we present the following information regarding the security ownership of our management, as of September 30, 2008:

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class
Common Stock	Tal L. Kapelner 1752 East Avenue J #266 Lancaster, CA 93535	45,000,000 shares(1) President, Secretary and Chairman of the Boardof Directors	69.8

Common Stock	Ariella Kapelner 1752 East Avenue J #266 Lancaster, CA 93535	6,750,000 shares(2) Vice-President, Treasurer and a Director	10.5

Common Stock	Glenn M. Benest c/o Writers’ Group Film Corp. 518 Oak Street #2Glendale, CA 91204	800,000 shares(3) Director	1.2

Common Stock	All Directors and Executive Officers as a Group c/o Writers’ Group Film Corp. 518 Oak Street #2 Glendale, CA 91204	52,550,000 shares(4)	81.5

(3) Glenn M. Benest owns 800,000 shares of Writers’ Corp., no part of which are options, warrants, or via any other rights, and she has no rights to acquire beneficial ownership of any other shares, whether through option, warrant, conversion privilege or any other right, within sixty days. He has the sole voting and investment power and dispositive control over these shares.

(4) All Directors and Executive Officers as a group own 52,550,000 shares of Writers’ Corp., no part of which are options, warrants, or via any other rights, and they have no rights to acquire beneficial ownership of any other shares, whether through option, warrant, conversion privilege or any other right, within sixty days.

Description of Securities.

We are authorized to issue 175,000,000 shares of common stock, and we have no other classes of shares. Currently we have 64,444,822 shares outstanding. We have no options, warrants nor any convertible instruments outstanding.

Dividend Rights - Holders of record of shares of Common Stock are entitled to receive dividends when and if declared by the Board of Directors out of funds of Writers’ Corp. legally available therefore.

Voting Rights - Holders of shares of Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, including the election of directors. Shares of Common Stock do not have cumulative voting rights, which means that the holders of the majority of

the share votes eligible to vote and voting for the election of the Board of Directors can elect all members of the Board of Directors.

Preemption Rights - Holders of our common stock have no preemptive or conversion rights or other rights to subscribe for or to purchase any stock, obligations or other securities of Writers’ Corp.

Liquidation Rights - In the case of liquidation, dissolution or winding up of Writers’ Group Film Corp., the holders of shares of our Common Stock will be entitled to share ratably in the net assets of Writers’ Corp. legally available for distribution to shareholders after payment of all our liabilities and any preferred stock then outstanding, although none is currently outstanding.

Other Material Rights - There are no redemption or sinking fund provisions applicable to our Common Stock. The rights, preferences and privileges of holders of our Common Stock are subject to the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future, although our Certificate of Incorporation does not currently authorize any preferred stock at all.

There are no provisions in our Certificate of Incorporation or bylaws which would delay, defer or prevent a change in control of the small business issuer.

Interest of Named Experts and Counsel.

Our counsel which has provided us the legality opinion regarding the securities being registered is Diane D. Dalmy.

The independent registered accountants who have audited our financial statements are Malone & Bailey, PC. The accountants' report is given upon their authority as experts in accounting and auditing.

Disclosure of Commission Position of Indemnification for Securities Act Liabilities.

Section 145 of the Delaware General Corporation law makes provision for the indemnification of officers and directors under certain circumstances from liabilities, including reimbursement for expenses incurred, arising under the Securities Act. Section 145 of the Delaware General Corporation law empowers a corporation to indemnify its directors and officers and to purchase insurance with respect to liability arising out of their capacity or status as directors and officers, provided that this provision shall not eliminate or limit the liability of a director:

a) for any breach of the director's duty of loyalty to the corporation or its stockholders;

b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

c) arising under Section 174 of the Delaware General Corporation law; or

d) for any transaction from which the director derived an improper personal benefit.

The Delaware General Corporation law provides further that the indemnification permitted thereunder shall not be deemed exclusive of any other rights to which the directors and officers may be entitled under the corporation's bylaws, any agreement, a vote of stockholders or otherwise.

However, currently, Writers’ Group Film Corp. has no charter provisions, bylaws provisions, contracts or other arrangements that insures or indemnifies directors, officers or controlling persons of Writers’ Corp. against liability under the Securities Act.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

We provide the undertaking that in the event that a claim for indemnification against such liabilities (other than the payment by Writers’ Corp. of expenses incurred or paid by a director, officer or controlling person of Writers’ Corp. in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Organization Within Last Five Years.

From inception to our quarter ended September 30, 2008, we have participated in 3 transactions in which a related person had a direct or indirect material interest and where the amount involved exceeded one percent of our total assets as of our Fiscal Year ended March 31, 2008.

On March 9, 2007, we purchased the “Writers’ Assistants” unproduced feature film screenplay, the short film “The G! True Tinseltown Tale: Dude, Where’s My Car?” and the business plan for Writers’ Corp. from our President and Chairman Tal L. Kapelner for a total of $45,000 worth of our Common Stock, at a price of $0.001 per share, for a total Common Stock share issuance of 45,000,000, which, as of September 30, 2008, represents 69.8% of all issued and outstanding shares of our stock. Mr. Kapelner paid virtually no money for the goods sold to us in this transaction; his interest was principally in terms of his time.

On March 9, 2007, we purchased the “His Name Is Noah” unproduced feature film screenplay from our Vice-President, Treasurer and Director Ariella Kapelner in exchange for $6,750 worth of our Common Stock, at a price of $0.001 per share, equal to 6,750,000 shares of our Common Stock, representing 10.5% of all issued and outstanding shares of our stock as of September 30, 2008. Ms. Kapelner paid virtually no money for the good sold to us in this transaction; her interest was principally in terms of her time.

On March 9, 2007, we purchased the “Forever Man” unproduced feature film screenplay from our third Director Glenn M. Benest in exchange for $800 worth of our Common Stock, at a price of $0.001 per share, equal to 800,000 shares of our Common Stock. Mr. Benest paid virtually no money for the good sold to us in this transaction; his interest was principally in terms of his time.

We have conducted three private stock offerings, and one public offering, as follows:

Our first private placement offering of our common shares of stock was conducted pursuant to Regulation D, Rule 504 of the Securities Act of 1933. The offering began on March 10, 2007 and was closed August 31, 2007. A total of 6,132,822 shares were sold in the offering to 31 residents of the state of California at a price of $0.01 per share.

We next conducted a registered offering of our common shares of stock pursuant to Section 5 of the Securities Act of 1933, as amended. The offering began on May 1, 2008, and with only one investor participating in the 90 days following the offering’s beginning, the offering was closed on July 30, 2008. A total of 10,000 shares were sold in the offering to 1 resident of the state of California, at a price of $0.15 per share.

We then conducted a second private placement offering of our common shares of stock pursuant to Regulation D, Rule 504 of the Securities Act of 1933. The offering began on July 20, 2008 and was closed August 15, 2008. A total of 552,000 shares were sold in the offering to 6 residents of the state of California at a price of $0.01 per share.

Finally, we conducted a third Rule 504 private placement offering from December 15, 2008 – January 19, 2009, wherein 1,200,000 shares were sold to 6 residents of California at a price of $0.01 per share.

We do not have any parents. We have three wholly-owned subsidiaries, named “Forever Man Movie, Inc.”, “Writers’ Assistants Movie, Inc.” and “His Name Is Noah Movie, Inc.”. All three of our subsidiaries are Delaware corporations, with Forever Man Movie incorporated by us in August of 2008 and the other two incorporated by us on May 30, 2007.

The names of our three promoters are Tal L. Kapelner, Ariella Kapelner and Glenn M. Benest, who are the three founders of our company.

Our Board of Directors is composed of three members, Chairman of the Board Tal L. Kapelner, Ariella Kapelner and Glenn M. Benest. All three directors have held their positions since inception on March 9, 2007, and there have been no other directors of our company. Using the guidelines provided by the American Stock Exchange Company Guide, none of our Board members could be defined as independent. Our Board does not have separately designated audit, nominating or compensation committees.

Description of Business.

Business Development

Writers’ Group Film Corp., a Delaware corporation, was incorporated on March 9, 2007.

Over the course of the two years before we incorporated, Tal L. Kapelner and Ariella Kapelner were each working independently on their own feature film screenplays. Also during that time, Mr. Kapelner was attending a weekly screenplay writing master class workshop taught by professional screenwriter and screenwriting instructor Glenn M. Benest, during which classes Mr. Kapelner workshopped his screenplay, entitled “Writers’ Assistants”.

During that time, Mr. Kapelner developed ideas regarding methods of financing the production of the Writers’ Assistants film, such as having a third-party financier put 10-15% of a film’s budget into an escrow account for use solely to attract a well-known actor or director to the project, the hope being that this would help induce subsequent full funding from a larger production company or film studio.

Mr. Kapelner also realized that this method, though as-yet untried by him, could be used for other film projects which he did not write, and further, that money could be raised directly from investors in exchange for securities and that that money could be used in the same way to attract actors or directors to projects or even, if the money raise was successful enough, for independent full financing of their own film projects.

We then decided that we should start up a corporation as the vehicle by which to operate this venture, and have the corporation be a television and film production company.

Just prior to incorporation, Mr. Kapelner prepared a business plan which we purchased from Mr. Kapelner in exchange for shares of stock. The business plan is divided into two parts: An initial business plan, which is where nearly all the focus of the plan is, and then a much smaller second part which briefly provides an overview of where the company should go if and when the initial business plan is successful. We provide this overview below in this section, as we discuss Phase II of our future operations.

We incorporated on March 9, 2007 in the state of Delaware, and on the first day of business purchased three screenplays and a short film. From Tal L. Kapelner we purchased a screenplay entitled “Writers’ Assistants”. Please see Business of Issuer below for a complete description of this film project.

We also purchased a completed short film from Mr. Kapelner entitled “The G! True Tinseltown Tale: Dude, Where’s My Car?” which we plan to continue to market and distribute as a sample of our work and talents in hopes of gaining recognition from executives in the entertainment industry who are in a position to commission us to produce future films, or television programs. Please see Business of Issuer below for more detail on our distribution and marketing methods.

The two other screenplays we purchased were “His Name Is Noah” by Ariella Kapelner, and “Forever Man” by Glenn M. Benest. We purchased these screenplays from their respective authors in exchange for shares of our stock. Please see Business of Issuer below for descriptions of each of these two film projects.

Since that time we have set up a website located at www.writersgroupfilmcorp.com, as well as begun very rudimentary promotion of the website, such as submitting our web address to some of the more popular web search engines and web directories, including Google and Yahoo! Search, as well as DMOZ, which provides search results to many search engines such as Alexa and AOL Search.

We also raised money through a private stock offering which commenced on March 10, 2007 and lasted until August 29, 2007. We sold 6,132,822 shares of our Common Stock – which is the only type of stock we have – to 31 different individual subscribers at a price of $0.01 per share. In exchange for the shares, we received $36,300 in cash and $25,028 worth of services, for a total of $61,328 in cash and services.

In April of 2007 we learned that the short film we purchased from Mr. Kapelner, “The G! True Tinseltown Tale: Dude, Where’s My Car?”, was accepted for a screening at the NewFilmmakers NY film series in New York City. In mid-June, our President traveled to New York to attend the screening, but he reports that the screening did not immediately result in the kind of recognition amongst entertainment industry personnel that our business plan expects.

In a separate matter, we decided to form two wholly-owned subsidiary corporations, as we believed it would be best legally and structurally to isolate each feature film project into its own corporate entity, based upon the fact that most feature films – even those produced by major production companies and studios – are placed in their own corporate vehicles, which are then made subsidiaries of the companies that produce them, in order to a) limit liability to the parent production companies, b) more clearly identify ownership and investment by various persons in each project, and c) isolate financial accounting for that production, thereby making audits easier and claims for such things as tax credits easier. We incorporated these two subsidiaries on May 30, 2007. Both corporations are incorporated in Delaware and their purpose is to produce one movie each. Writers’ Assistants Movie, Inc. is charged with producing the film Writers’ Assistants, and His Name Is Noah, Inc. is charged with producing the film His Name Is Noah. In exchange for 100% of the issued shares of each company, we gave each of our two subsidiaries the respective script for the movie they are to produce. The management team for each subsidiary is exactly the same as our own management team: Tal L. Kapelner as President, Secretary and Chairman of the Board of Directors, Ariella Kapelner as Vice-President, Treasurer and a Director, and Glenn M. Benest as a third Director. We decided not to form a subsidiary for the Forever Man film project yet, because its author Mr. Benest feels that the screenplay requires further re-writes, and as the third movie on our production slate, behind Writers’ Assistants and His Name Is Noah, it will likely not be produced, even if our business plan is successful, for at least 1-2 years.

In August of 2007, our President met with a financier to discuss the Writers’ Assistants film project. Mr. Kapelner presented a plan to the financier wherein the financier puts $150,000 into an escrow account. Once the money is in the escrow account, we would then approach well-known actors or directors , offering them $150,000, plus as much as 5-10% of the film’s profit , for their participation in the project for approximately 2-4 weeks, including rehearsal time and filming time. Once we got the commitment of a well-known actor or directo r, we would then approach major studios and larger production companies with the project in hopes of receiving the full $1 million budget. If we were successful in receiving the full budget, the financier would keep his escrowed money, plus receive a $50,000 producers’ fee. If we were not successful, the film does not get made, the actor or director does not get paid, and the financier can keep his escrowed money. The financier agreed to this plan verbally but recently cancelled this agreement, citing recent economic factors. Please see Business of Issuer below for a more detailed description of this plan and how it fits into our overall business plan.

Business of Issuer

Principal products or services and their markets. We are a development-stage company in the business of producing entertainment products, principally short and feature length films and television programs. In addition, more as a marketing tool than as a product we expect to exchange for money, we also intend to regularly produce super-short video vignettes, skits and concepts for distribution through, among other methods, uploading onto free video-sharing websites.

Currently, our assets are:

·	The completed short film “The G! True Tinseltown Tale: Dude, Where’s My Car?”, a parody of the television show “The E! True Hollywood Story” and the film “Dude, Where’s My Car?”

·	The unproduced feature film screenplay “Writers’ Assistants”.

·	The unproduced feature film screenplay “His Name Is Noah”.

·	The unproduced feature film screenplay “Forever Man”.

Our short film, “G! Dude?”, is a send-up of both the television show “The E! True Hollywood Story”, which airs on the E! Entertainment television channel, as well as the film “Dude, Where’s My Car?” which was released by Twentieth Century Fox in 2000. Our short film parody is a faux behind-the-scenes look at the making of the film Dude, Where’s My Car? It has been exhibited at the Anthology Theatre in New York in June 2007 as part of the New Filmmakers New York Spring 2007 Film Festival. We have also put the film up on YouTube, Veoh and FunnyorDie video-sharing websites, where it has been viewed a combined total of approximately 52,000 times. It can be viewed on YouTube, for example, at http://www.youtube.com/watch?v=DdusokHElqc. This film has never garnered any revenues for us and is unlikely to in the future. We are using it primarily as a “calling card” to show members of the entertainment industry our abilities as a filmmaking company, with the hope that we will be asked to produce, for pay, an entertainment product.

For each of our unproduced feature film screenplays we have written a “one-sheet”, which is a one-page synopsis of the intended film. Our one-sheets for each of our three screenplays are as follows:

Writers’ Assistants

Logline:

A new writers' assistant, insecure about his image, discovers his self-worth as he saves from cancellation a sitcom that is so far gone it doesn’t even know what its image is anymore.

Synopsis:

Two people who've never held a job in Hollywood before find themselves the newest writers' assistants on "The Rusty Quinn Show", a netlet sitcom barely clinging to the edges of the entertainment industry. The two are JOBY UNWIN and his ladder-climbing friend-who-happens-to-be-a-girl TAYLOR, who uses Joby to get herself hired alongside him.

We follow the story through our unlikely hero Joby, who’s self-image issues lead him to loneliness, eventually coming to where he rates his days as good or bad based on how much attention he is paid by Taylor, on whether he is able to elicit a laugh from her or, on particularly good days, a light touch.

Introducing Joby and Taylor to the world of this marginal sitcom is the head writers' assistant ROB, a sarcastic Vince Vaughn wanna-be through whom they meet writer BAMBI STEAMERS, a former porn star who kept her stage name; HOMELESS ACTOR GUY, a one-time child actor, now jobless and destitute, who is allowed to sleep on the studio lot as long as he keeps going to AA meetings; and MAGGIE, the assistant to the head writer, who accentuates, then blends her two principle emotions - manic and depressive - like an artist using a palette of crazy.

Colorful characters providing the backdrop, Joby learns the show is in trouble. And with cancellation a real possibility, the writers demand that the show start pushing the envelope. The show's head writer GUS knows that by "edgy" they mean "pornographic and gross" and tries to argue against it, but he is a spent force in the twilight of his career, and quickly acquiesces to the writers' demands.

Joby discovers, however, that behind the push to debase the show is staff writer ADAM, who has his own pilot ready to be picked up as a mid-season replacement by the network if one of the current shows gets yanked. Joby also finds that Taylor already learned of the scheme and blackmailed Adam into granting her a job as producer on the new show in exchange for her silence.

As the ratings continue to slide down as fast as the show’s lurid content lurches up, it is left to Joby to save the show by discovering its original purpose in being a fun and funny family program. Joby becomes friendly with the daughter of the head of network, eventually gaining for himself the opportunity to suggest to the head of network directly that the show be given another chance – by going live. Joby then secretly brings the cast and other writers together to create a clean, funny show while Adam revels in the gutter script he and Taylor wrote. But Joby must learn to take responsibility for his own image and purpose – honestly confronting the true reasons for his infatuation with Taylor – before he has the show do the same.

His Name Is Noah

NOAH was a bright and happy boy, born to grandparents GLORIA and BILL HART who loved and cherished him.

Noah's mother, SALLY, had a different agenda. Upon learning that she would be eligible for disability payments if her child was ill or had a disorder, Sally has Noah diagnosed with ADHD, and drugged.

Noah reacts very badly to the drugs, triggering a tug-of-war between the Harts and their daughter Sally over his custody. Things quickly deteriorate as Sally and her new husband TED, who carries his own dark secrets, have Noah committed to a mental institution. Noah's grandparents' efforts to bring Noah back to their home are unsuccessful.

The Harts are exhausted and broke. They spent all their retirement money on lawyers. They have nothing more to give but the breath in their lungs.

The Harts, in this true story, fight against overwhelming odds armed only with their determination and friends who walk their plight with them.

Forever Man

LOG LINE:

Like Gulliver’s Travels, our Hero has been on a fantastic journey – or so he says. He insists he’s immortal and has been searching for the same woman for 5,000 years.

SYNOPSIS:

JOHN PAYNE starts out as homeless bum in Santa Monica. He claims he’s actually a New York billionaire who's been searching for his beloved for 4,952 years. Clearly he’s a little nuts, but it turns out some of his story is actually true - he is a billionaire who’s suffered some kind of breakdown.

He’s whisked away to a sanitorium in Westchester County New York that’s more like a 5 star hotel. He’s been tricked to sign himself in temporarily for the next 30 days. Our Hero quickly discovers that his trusted Assistant, Lawyer, and the Head Psychiatrist are actually in cahoots - if they can get him committed here permanently they can take over his estate and steal his vast fortune.

This betrayal wakes up our Hero, and he quickly looks for a means to escape, gradually becoming more and more involved with the other patients. Payne knows all about keeping the dream alive and before long finds it impossible not to help his fellow inmates regain their passion for life. But in the process he has to tell them his story which makes it easier for the villains to prove he’s truly mad.

Payne has met Vincent Van Gogh (in fact he inspired him to paint “Starry Night”), was a hero of the French Revolution, helped cure the sick during The Plague, and competed in the original Greek Games during the time of Helen of Troy. All the while he’s struggled physically, emotionally and spiritually to overcome the great hardships of life. He learned one great lesson - to never give up no matter what, there's always hope. Payne is either an incredible voyager whose life encompasses the remarkable, vast story and struggle of mankind, or he’s just plain crazy. In the end, he does escape and continue his incredible journey. In a surprise ending, we learn the truth.

Revenue-Generating Events

To date, we have had two revenue-producing transactions, both of which occurred in November of 2008. First, we signed a contract with Car Search, Inc., a used-car dealership in Los Angeles, to produce a 30-second commercial and a 5-10 minute in-house employee training video. As of December 31, 2008 this was recorded as unrealized revenue because we completed the project for Car Search in January 2009.

Second, we had our screenplay for “Forever Man” optioned by Florida-based production company Cruck Productions, Inc. The option agreement is filed as an exhibit to this prospectus, pursuant to the terms of which, Cruck now may “shop around” the screenplay to production companies, studios and other prespective financiers in an attempt to get the film produced. If Cruck is unsuccessful is getting the film produced by September 15, 2009, Cruck may, at its option, pay us an additional $2,400 to extend the option agreement by an additional 20 months. If Cruck is still unsuccessful in getting Forever Man made into a movie after the additional 20 months, then the entire rights to the screenplay revert to us.

If Cruck Productions is successful in getting “Forever Man” made into a film, we would receive payment as the owner of the screenplay, but exactly how much payment we would receive is up to future negotiations and cannot reliably be estimated at this time.

Plan to Generate Revenues with our Products

The focus of our business plan now is to continue to make entertainment products, including at least one product in the next 12 months which can generate revenues, by either being sold outright or distributed for a fee. We have decided to designate the film “Writers’ Assistants” as that revenue-generating product.

The five-stage process for producing a film such as ”Writers’ Assistants ”, in outline form, is:

Development:

·	Idea/story is fleshed out.

·	Script is written.

·	Budget is prepared.

·	Financing is secured.

·	Key talent is attached (principal actors plus competent producers and a director).

Pre-production:

·	Production offices are set up.

·	All other actors are cast.

·	All other crew members are hired.

·	Budget is confirmed.

Production schedule is created. A production, or shooting, schedule, is simply a calendar of days into which every scene for a movie is scheduled for being shot. The scenes are very often not filmed in sequence; rather, similar scenes in the same location are bunched together to be shot on the same or consecutive days, regardless of the sequence in which the scenes appear in the movie.

·	Director goes into rehearsals with actors.

·	Director works with the camera crew (led by the director of photography, a.k.a. the cinematographer) to tediously go over everything that will be filmed for the movie, angle by angle, which creates the “shot list”.

·	Producers work with location scouts to secure the proper locations.

·	Producers, under director’s direction, prepare the sets and locations for shooting. The art department and set designer prepare the visual look of every set (paint, decorations, major furnishings, etc.), while the prop department, outdoor landscaping dept, etc. do their part as well.

·	Film or digital video cameras and other equipment, set trailers for equipment and actors’ dressing rooms, and all other major on-set materials, are rented or purchased.

Production (a.k.a. principal photography):

Using the production (shooting) schedule (see description above), the cast and crew, led by the director, film all the scenes that are described in the script. The director uses the “shot list” created with his or her camera crew (see description above) to make sure he or she gets every single shot.

Post-production:

·	Editor collates together a first cut of the film, using all the raw footage shot by the director and his or her camera crew during production.

If something didn’t turn out right or a new idea comes to mind, the director and his or her camera crew, along with the actors, will shoot “secondary photography” (a.k.a. “pick-ups”) where, for no longer than a day or two, they will re-shoot scenes that didn’t come out good, or shoot new scenes that will make the movie better, more logical, etc.

·	Director and editor work over the film until they are pleased – this is the “final cut”.

·	Music is cleared for use in the movie by an attorney and then added to the film.

·	Any special effects are added.

Distribution (for so-called “independent” [non-studio] films, such as ours):

Exhibited at film festivals, then bought on the spot by a distribution company (e.g. Miramax, 20th Century Fox, Walt Disney, Buena Vista, Paramount, Paramount Classics, Fox 2000, Fox Searchlight, Warner Bros., Warner Independent, Universal, United Artists, Lion’s Gate, etc.) which agrees to cut us in on all the revenue centers (see below for list of revenue centers); and/or

·	Shown to foreign and domestic sales agents, who then purchase the film as middlemen for distributors which agree to cut us in on all the revenue centers (see below); and/or

·	A “producers’ rep” is hired to show the film directly to the distributors, who then buy it and agree to cut us in on all the revenue centers (see below).

As with most independently-produced films, the most challenging aspect to producing “Writers’ Assistants” will likely be funding.

There are some sources of funding available specifically for films. The two major types of funding are fundraising and financing. Fundraising refers to grants and corporate gifts, while financing includes both debt and equity financing. Sources for fundraising include the Film Arts Foundation in San Francisco (www.filmarts.org), The Independent magazine (www.aivf.org/independent) and The Foundation Center (www.fdncenter.org), all of which have a list of foundations issuing grants, with information about each grant such as deadlines, criteria, etc. For “Writers’ Assistants ”, we will analyze to see if it is a good fit for a funding entity. Entertainment attorneys may also be contacted to provide guidance or consulting or introduction to brokers, dealers or finders who may assist in locating financiers.

Both debt and equity financing shall be used as needed whenever fundraising is not a viable option.

For “Writers’ Assistants”, we hope to raise enough money through future money raises to independently finance the entire budget ourselves.

However, if we cannot raise sufficient capital to independently finance the entirety of “Writers’ Assistants” $1 million budget, we believe there is another method to get it financed while only raising a fraction of the full budget, and we intend to pursue this method.

The method is to raise approximately 10-15% of a given film’s budget, about $100,000-$150,000 per $1 million of the budget. Once this seed money is raised, we approach a well-known actor or director, through his or her representation, and offer this money, along with up to 5-10% of the film’s profit , to the actor or director in exchange for that person’s commitment to participate in the film. If it is an actor, we let him or her know that the commitment will be for no longer than 2-4 weeks, including rehearsal time, depending upon how many scenes that actor’s character must appear in the film. If the actor or director agrees, and commits in writing to appear in the film, we then approach studios and larger production companies for the full financing. If the actor or director does not agree, then we approach our second-choice actor or director, and so on, until a well-known actor or director agrees.

The reason we believe this method will be successful is because historically, studios and large production companies are much more willing to finance movies if there is a well-known actor or director attached to the project, particularly if the budget is relatively low. We believe this is the case because in our reading and observation, studios and large production companies believe that a film will be easier to market, and they will make more money, if a well-known actor or director is involved. In addition, again according to our observation, studios and large production companies feel more comfortable with a project if they know that someone famous is already involved, and in that vein feel as if the film has already been vetted. Simply getting a studio or production company to consider a project is made much more easy by having recognized talent attached.

Determining precisely which actors would prompt a studio or large production company to finance a given film has been made more scientific with reports such as The Hollywood Reporter’s Star Power and The Ulmer Scale, each of which lists over one thousand actors’ names along with a rating meant to give an idea of how “bankable” that particular actor is in terms of worldwide box office appeal. Such ratings for directors are incomplete and therefore less useful, making selecting a director which would command full financing more subjective.

And the reason we believe a well-known actor or director would agree to commit to one of our films is that in our research and observation, $150,000 per $1 million of budget, plus a 5-10% profit participation, is a sufficient salary for many, though certainly not all, of the hundreds of actors rated highly by the actor’s guides mentioned above, particularly if the actor’s time commitment was limited to 2-4 weeks. There are many examples of this, such as an extremely well-known actor’s recent participation in the upcoming independently-produced feature film “Firefiles in the Garden”, which has an $8 million budget, for a salary of $150,000. Also, in addition to salary, we may, depending upon the name recognition of the actor or director, offer 5-10% of any profit made by the film, which is also typical of these deals.

We have prepared a list of prospective actors who we believe would fulfill our requirements to make this portion of our plan work for “Writers’ Assistants”.

It should be noted, however, that not every actor or director we approach will agree to participate, and maybe not even a majority, because despite the salary, there are other factors involved in an actor’s, and especially a director’s, decision to participate in a given project, including quality of script, genre, and even scheduling. Please see Risk Factors section, above.

It is in this way that we believe that were we to raise only 10-15% of a given film’s budget, we would still be able to produce the film, using the well-known actor/director method above.

But in addition to this, if we cannot finance the film ourselves or even raise sufficient capital to put up our own seed money for a well-known actor or director, we believe we have developed another, more novel approach to financing. First, we approach a third-party prospective financier. Our plan is to have the financier put 10-15% of a given film’s budget into an escrow account. Once the money is in the escrow account, we would then approach well-known actors, offering them that money for their participation in the project. Once we got the commitment of a well-known actor, we would then approach major studios and larger production companies with the project in hopes of receiving the full $1 million budget. If we were successful in receiving the full budget, the financier would keep his escrowed money, plus receive a $50,000 producers’ fee. If we were not successful, we may try other avenues, but if we are ultimately unsuccessful in getting the project made, then the actor is not paid and the financier can keep his escrowed money.

If the financing is not successful, we must pursue other avenues by which to get Writers’ Assistants made. To this end, we will utilize traditional methods of getting our project recognized, including submission to screenplay contests; submission of the screenplay to literary agents; developing lines of communication to producers, actors and others in a position to help garner financing and key talent; and using a relatively new type of online writers’ help service. Some examples of these services are:

www.InkTip.com

Writers load their scripts unto the website along with a description of the work. Six months listing costs $50. Production companies which are members of this website service search for and read scripts as needed. If they like a script they contact the writer, enter into an agreement for option or production. InkTip also publishes a newsletter to bring new work to the attention of producers.

www.infolist.com

A free e-mail service which informs script writers of seminars, workshops and meeting opportunities with industry professionals who are looking for scripts, successful professionals who teach script writers how to get their scripts into the right hands, how to make their scripts marketable, screenwriting competitions, and other writer resources

http://www.scriptpimp.com/

Members receive a list of all the productions companies, literary agencies and management companies who are currently looking for scripts and script writers, with details of what’s wanted. Links to writing competitions. This service also publishes scripts on its website for industry professionals to read and choose work they can use.

www.moviebytes.com

For a subscription price of $20/six months or $30/year, this service provides lists of what agencies and management companies in the entertainment industry are looking for material, specifying the type of material, etc. It also has a list of upcoming writing contests, employment opportunities for writers, writer conferences, and classified ads.

Once financing is successful, then the project can proceed.

With the money, budget, schedule, script and key actor(s) and/or director in place, the producers of Writers’ Assistants will meet to more carefully plan out the pre-production process. "Pre-production" refers to the time period when the film is being made but nothing has been shot yet.

During this time, we will be contacting SAG to arrange for the signing of a contract that allows us to hire professional actors, including our well-known, key talent. We will fill out the paperwork and produce the $500-$1000 deposit required by SAG at this time and hire a payroll company that will help us secure workers' compensation insurance for our actor employees as well as process payroll for the actors.

Concurrently with working with the actors union and ensuring that all legal and union regulatory compliance is made, casting is completed. We generally will be hiring professional acting talent, in order to cheaply enhance the quality and visibility of our work. In order to procure such talent, the general procedure is to post "breakdowns", which are descriptions of the characters we are casting. Popular outlets to post breakdowns include breakdownservices.com; the Backstage newspaper and backstage.com, divisions of VNU Business Media; castnet.com; and, for background actors ("extras"), Central Casting, a division of Entertainment Partners. These outlets typically charge $0 - $75 for an entire

cast of character breakdowns.

After posting the breakdowns, a large number of submissions will flow to our production offices, at which time the producers and director, along with a casting director usually, will review the submissions and audition 2-6 actors for each role being cast, eventually casting one actor for each role.

Concurrently with casting the film, wardrobe and props are purchased by the producers, any film equipment necessary is rented and crewmembers are hired to perform certain technical tasks in the shooting of the film. Writers’ Corp. owns none of its own equipment and will have to rent equipment for each of its shoots. Writers’ Corp. locates its crewmembers quite easily by simply typing into an internet search the name of the technical position required, along with the word "hire", and then browsing the results. www.mandy.com and www.mediaresourcecontacts.com are also two common sources of non-union non-actor talent, as are the Independent Film Project (www.ifp.org) and the Filmmakers Alliance (www.facommunity.org) organizations, which have non-union crewmember directories.

Securing shoot locations is also important. We neither own nor lease any studio space for the purpose of shooting films. Both IFP and Filmmakers Alliance have production studios available for very low budget films, and oftentimes films can be filmed inside private homes or offices, depending upon the script.

Once all of the above arrangements have been made in pre-production, the shooting of the film begins. The scenes, as written in the script, are shot. Expenses such as food for the cast and crew and transportation to and from the location sites are incurred during this period.

After the shooting of the film, the post-production process begins. An editor is chosen, the images recorded during the shoot are catalogued and the director and editor, along with the producer occasionally, sit in an editing bay and piece the footage together. It is during post-production that any additional sound effects, narration, music or visual effects are added. We neither own nor

lease any editing space or equipment, which is available either from the editor him or herself, or from non-profit organizations that cater to the independent filmmaker, such as IFP and Filmmakers Alliance, or from higher cost mainstream editing rental facilities.

Also during the post-production period, clean-up paperwork is done on the production, including bookkeeping, SAG recordkeeping, tax and payroll recordkeeping, etc.

Finally, after the film is finished, as determined typically by the director and producers, copies of the film are made in whatever media is determined to be suitable and distributed.

The distribution process is the stage in the making of a movie in which there is the least established, expected path and the most flexibility in terms of methods of accomplishing the task. Completed films are distributed in a myriad of ways, and will be described in the sub-section Distribution and marketing, below.

It is during the distribution process that revenues for the project are typically made. Films have many different revenue centers, which we discuss below in our sub-section Distribution and marketing, although it should be stressed that many films never see any revenues at all, and many other films see revenues but not enough to offset production costs. See Risk Factors above.

In addition to Writers’ Assistants, which we intend to produce in the next 12 months, and expect to generate revenue within a year after its completion, we also intend to produce other entertainment products that are less-costly, though also less likely to generate revenue. Specifically, we intend to produce one short film and at least one super-short film in the next 12 months. Please see the Management’s Discussion and Analysis or Plan of Operation section, below, for more information.

The timeframe for completing a short film from script to final print is approximately 5-9 months, while the timeframe for completing a super-short film is approximately 2-5 months. The timeframe for completing a feature film is very hard to predict, with the development stage typically taking 1-3 years, depending upon the speed at which the script is written and financing secured; the pre-production through post-production stage taking nine months; and the bulk of the work in the distribution stage taking 1-2 years, depending upon whether the film receives a theatrical release, which would extend the distribution stage by several months or more.

Our first short film slated for production is Buckeye Marhaba. Here is our summary:

Buckeye Marhaba is the story of a late-middle-aged Arab couple, born in Jordan with only conversational English skills, but living in Akron, Ohio and running their own convenience store. After suffering daily from locals who look askew at the Arabic couple and view them suspiciously due to the couple’s nation of origin, the couple realize that things cannot remain the same. While the husband can only vent his frustration, the wife understands that the best way to begin to bridge the gap is to find a point of agreement between them and their larger community, and one day she discovers a rich possibility: Ohio State football. She buys herself and her husband Ohio State University sweatshirts and insists to her husband that they begin to follow the games – once they learn how the game is played. And after a while, they become rabid fans, attending all the games. When their son from Southern California calls to see how they’re doing, the wife starts talking trash over the phone about how OSU beat UCLA. But when the husband goes overboard in his determination to assimilate, it is the wife who feels she must rein him in.

We also intend to produce super-short – under five minutes – video vignettes, skits and concepts, while we are working on our other, more major, projects. By “concepts” is meant videotaped trifles which have no story or plot, just an idea, intended usually to be funny. One example is having a man walk up unannounced and shirtless to an Abercrombie and Fitch store and start posing with the live models at the entryway for under one minute, or until told to leave by security. It is not intended for these super-shorts to garner revenues, but rather to be used as marketing tools to develop our brand and create public recognition of our work and talents.

The process for making our super-shorts is, in broad strokes, the same as described above for making films and television pilot episodes; however, the process is much cheaper and therefore, much faster. Also, the method of distribution is much simpler: We simply upload the finished products to our website as well as other video sharing websites, such as YouTube, for viewing on the web.

Funding for our super-shorts are expected to come from equity money raises or debt, i.e. loans from management or a benefactor.

The market for our products varies depending upon the product and the mode of distribution. In general, because we are not an established production company, we cannot simply produce a large-budget project and immediately release it to the public in hopes of garnering immediate revenue. Rather, it must first be presented and screened to members of the entertainment community either through film festivals or private screenings for entertainment industry executives, who then would make the decision to distribute it to the public. By the same token, we cannot simply produce a super-short project and expect it to be immediately screened by members of the entertainment community; rather, we must attempt to build wide public recognition of the product first through the public at large before it has a chance of being noticed by executives in the entertainment industry, who might then be interested in commissioning us to produce a film or television program, or entertain a meeting with us where we would pitch a film or television program.

Therefore, the immediate market for our large-budget short and feature films would be members of the entertainment industry who attend film festivals and those to whom we screen the movie privately, with the ultimate market being the public at large. Conversely, the immediate market for our super-shorts would be the broad public, in order to generate enough recognition of our work and talent that we can approach agents and executives in the entertainment industry with credibility. We elaborate upon this in our Distribution and marketing sub-section below.

The short- and long-term overall financial plan. We have issued shares to purchase three screenplays and the short film “The G! True Tinseltown Tale: Dude, Where’s My Car?”. We have used some of the cash we raised in our private stock offerings to pay for audit and financial statement review fees, attorney fees, various office and administrative costs, and costs associated with our website. We will need additional cash, such as through capital contributions or loans from Management over the next 12 months , to allow us to a) maintain our administrative responsibilities, b) maintain and update our website, c) continue to market our products and d) make more products. Please see Management's Discussion and Analysis or Plan of Operation below, and Use of Proceeds above. Within two years, we hope to have successfully produced and distributed a feature film and/or be offered a budget from a film and/or television distribution company or television network to produce a film or television program.

We applied for a priced quotation on the OTC Bulletin Board in October of 2008, and expect to amend our application upon effectiveness of this registration statement.

Distribution and marketing. We have no products currently which are expected to be distributed or marketed as part of a direct revenue-generating transaction.

Our marketing efforts currently revolve around spreading word of mouth about our “G! Dude?” short film. To date, we have screened the short film at a film festival and have posted it to video-sharing websites YouTube, Veoh and FunnyorDie. To date, these marketing efforts have failed to generate any revenues directly – such as through a sale of the film – or indirectly, such as inducing a paid production opportunity.

In the immediate future, our marketing efforts will revolve around producing at least one short film – “Buckeye Marhaba”, described above – and pursuing the same marketing strategy with this short film as we did with “G! Dude?” In addition, we intend to produce one super-short film, which we will distribute to more video-sharing websites, such as Current, Blip, Crackle and TubeMogul, and which we hope will, along with our short “Buckeye Marhaba”, be more successful in providing positive word of mouth about our work than “G! Dude?”

Revenue-generating marketing and distribution efforts will not come until we have produced our first feature film, “Writers’ Assistants”.

Submitting Writers’ Assistants to a festival or film market is a key way to expose the film to both peers and executives in the entertainment industry. A film which plays well at a major festival or market, meaning that it is enjoyed by those that go to see it, and is well-attended, stands a good chance of being bought immediately or very shortly after the festival by a studio or production company. In buying the film, the studio, production company or distributor agrees to pay an up-front sum for the movie, as well as share a portion of the revenues and/or profits the film may receive. Below we list the revenue centers for most films.

With respect to this method of gaining distribution, the major issue confronting Writers’ Assistants is successfully submitting a film to a major festival. While there are hundreds of film festivals and markets held around the world every year, most are not major enough to lead to the scenario we describe above, where a film that does well at a festival gets bought immediately. There are, in fact, probably less than three dozen festivals and markets around the world each year that could be considered “major”, in the sense that they historically and regularly screen films that get bought by studios, distributors and other entities. Some of these major film festivals are Sundance Film Festival, held in Utah every January, Tribeca Film Festival in New York and Cannes Film Festival in France. Competition to have one’s film screened is one of the major festivals is incredibly intense and not likely by any means. See Risk Factors above.

Prior to submitting the film to a festival – or by-passing the festival circuit altogether – we may opt for another method of gaining distribution, that being direct screenings to foreign and domestic sales agents. Sales agents are much more concerned with the “elements” of a film – i.e. which well-known actor(s), if any, are involved, which director, which genre the movie falls under, etc. – rather than the subjective quality of the film as a whole. This is because sales agents re-sell the movie to companies who specialize in packaging and marketing films to their publics based upon genre, advertising prints, and well-known commodities, such as an actor or director’s name. Particularly for foreign markets, sales agents use a very objective calculus in determining how much they will pay for a film, all based purely on genre, names of participants and, oftentimes, the quality of the poster for the film. As with other methods of gaining distribution, Writers Assistants may be purchased for a lump sum, plus a share of future revenues or profits.

The third method of gaining distribution we shall likely utilize is the “producer’s representative”, a person or firm acting essentially as the agent for the film. A producer’s representative may be hired on a contingency basis to represent Writers’ Assistants at film festivals and markets and attempt to secure a buyer or exhibitor for the film, or may attempt to screen the movie privately for specific studio or other entertainment industry executives who may then in turn agree to purchase the film.

If we are successful in gaining distribution for Writers’ Assistants , the film then proceeds through the usual distribution schedule, which is typical for most films, even indie films. Revenue centers which we believe will be available to Writers’ Assistants are:

·	Domestic Theatrical Box Office

·	Ancillary (merchandise and other tie-ins, soundtrack, books of, or based on, the movie, etc.)

·	Foreign Theatrical Box Office

·	Worldwide DVD Sales (including sales to rental outlets)

·	Video on Demand/Pay TV sales

·	Premium TV

·	Basic Cable TV

·	Network Syndicated TV

·	Misc. exhibition: Airplanes, U.S. Armed Forces, foreign TV, etc.

“Buckeye Marhaba” will be submitted to film festivals, but more with a view towards gaining recognition for our work, rather than a view towards distribution to the public in exchange for revenues. In this sense they form part of our marketing plans; our end market for these films will be the entertainment industry executives themselves. The hope is that upon seeing our finest work in these more substantive short films, executives in the industry will agree to meet with us and have us pitch to them our other film and television concepts, with a view towards being asked to produce one or more of them.

Our comedic short film parody "The G! True Hollywood Story: Dude, Where's My Car?", for example, which we purchased at our inception on March 9, 2007, was screened at the NewFilmmakers NY film series in New York City in June, 2007. Exhibiting any of our film products at film festivals should increase the exposure our work receives. While the chance that an executive of a film and/or television distribution company or television network might see our work would still be small, any increased word of mouth among those who work or aspire to work in the entertainment industry is helpful in our marketing. And while it should be noted that the NewFilmmakers NY screening of our short film did not significantly increase our exposure, with less than 100 people in attendance at the screening , in our research and observation, acceptance at other film festivals becomes much easier after at least one festival has already accepted the film. We look to submit “G! Dude?” to more festivals.

Competition. First, as a general note, competition in this industry, particularly in the low-budget, independent film production niche of the industry, is extremely intense. Major film studios such as Warner Bros. and Sony Corp's Columbia-Tri Star dominate the industry; "mini-major" film studios such as Miramax and New Line Cinema compete fiercely to produce and/or distribute low- and mid-budgeted films; smaller independent production companies such as Twentieth Century Fox’s Fox Searchlight, Vivendi Universal's October Films, Lion's Gate Films and Regent Entertainment are well-established and use their recognition and track record as leverage to compete favorably for financing and other resources used to make films; and there are literally hundreds of web-based producers of films - with varied levels of quality - virtually all of which compete for recognition, attention and, ultimately, financing for future productions, in this crowded marketplace.

Initially, in order to make the business, marketing and distribution plans we described above work, we need to have our entertainment products competitive in three places: 1) at film festivals, 2) on the Internet, and 3) within the actual offices of members of the entertainment community. And business conditions in all three places are extremely competitive.

First, at film festivals, our work will be submitted to the various film festivals across the continent, and then, prior to each festival, judged against thousands of other short film submissions. If our work is selected by the respective festival's judging panel, our work then is exhibited at the festival along with one hundred or more other films, all presumably of similar quality. These conditions combine to create a very poor business environment for our work, in that the likelihood of being offered professional production opportunities as a result solely of these exhibitions is small.

Second, on the Internet, there is an overwhelming supply of entertainment products, including short- and feature-length films and videos, and entertaining written material such as essays, screenplays, teleplays, columns, short stories, etc., and most of the suppliers of these entertainment products are actively trying to get their products seen by the broad public, and many want to be offered paid jobs in the entertainment industry to write, direct, produce or act in television, music videos and/or film projects, which is similar to our plan.

With the advent of the Internet, the amateur entertainment suppliers have multiplied geometrically. There are literally thousands upon thousands of internet-based, short-form entertainment providers such as ourselves which feature the creative and artistic work of one or more people in the fields of film, video and creative writing. Providers which make available entertainment products similar to ours include Awkward Pictures, Stuckey & Murray, GoPotatoTV, Fod Team and JoeyandDavid. These groups providing entertainment products similar to ours - and many thousands more - are virtually all more established than we are, offer more material than we do currently, and are more well-known than we are.

Additionally, thousands of new videos are uploaded to video websites every day. Getting one's product noticed on the Internet in this environment of overwhelming supply is extremely difficult. And with only one video so far – the short film we purchased, “The G! True Tinseltown Tale: Dude, Where’s My Car?” – and almost no promotion of the video, our competitive position in this industry is very weak currently.

The third area in which we need our products to be competitive initially is within the actual work offices of the members of the entertainment community. Competition here is also fierce. This is because the number of submissions - both solicited and unsolicited - which members of the entertainment community receive is huge. Often agents, producers, studio heads and others involved in programming in the entertainment industry will receive hundreds of submissions every month, including script submissions, video submissions and so on. Even with our unusual marketing and distribution method, we face a daunting uphill battle to get our work noticed. And with our relatively unknown status, our competitive position in this arena is, again, very weak.

Our position is further weakened because price is not a method of competition in this segment of the industry. Virtually no low-budget web-based supplier of entertainment products charges for their products, making it impossible to "undercut" the competition through price. And of course no supplier charges members of the entertainment industry a fee when they send submissions because suppliers are often desperate for members of the entertainment industry to view their work. Quality of product is certainly a method of competition; however, there, too, the sheer amount of entertainment products available make it close to impossible to "rise above the rest" in terms of quality.

Another competitive method is "who you know", meaning that any personal and/or business relationships cultivated with members of the entertainment community by each supplier are utilized to get the respective supplier's work seen by those members of the entertainment community. Here again, although our President and Chairman worked for one season as a writers' assistant and assistant to the

executive producer on a sitcom which aired on the WB Network, and our third Director Mr. Benest is an accomplished screenwriter with many lines of communication to agents and producers, and while we certainly will try to utilize whatever relationships with members of the entertainment community we have to our advantage, we cannot say that we are in a necessarily more competitive position in this method of competition than other suppliers in the entertainment industry.

Finally, if we were to be successful to the point where we would be asked to be the production company of any kind of television programming or film of any length, our competition would be significantly broadened to include some of the largest and most well-established multi-national corporations in the world, including Walt Disney Company, Sony Corp., Viacom, News Corp. and Time Warner. Please see Risk Factors above.

Dependence On a Few Major Customers. Although now with the Internet there are literally almost an infinite number of ways one may show one's entertainment products to the public, there are still, nevertheless, only a very few ways to show one's entertainment product to the public in exchange for money. There's broadcast network programming, which includes NBC, CBS, ABC, FOX, and The CW, and several basic cable "network" channels which have original entertainment programming, including USA Network, Comedy Central, Lifetime, E! Entertainment Television, the PAX network, ABC Family, and MTV Networks. There's also a limited amount of original programming funded by premium pay cable outlets, including HBO, Showtime, Cinemax and Encore! But there are not many other venues for exhibiting one's work for money, and this huge amount of supply, combined with relatively few customers for the supply, creates a "bottleneck" effect for entertainment products, where there is a great deal of competition among suppliers of entertainment content, such as Writers’ Corp., and outlets which air them, such as broadcast, basic cable and premium cable channels. Please see Risk Factors above.

Right now we have no customers, and we anticipate no customers for the near future. If our business plan was quite successful, then in the foreseeable future we would likely be reliant on the very few customers delineated above for all of our work.

Intellectual Property and Labor Agreements. Our success and ability to compete will be dependent in part upon our ability to obtain and maintain protection for our current and future literary properties, to defend our intellectual property rights and to operate without infringing on the proprietary rights of others. We will attempt to rely, as needed, on a combination of copyrights and trademarks to establish and protect our intellectual property rights, including use of the U.S. Patent and Trademark Office's Form PA and the Writers Guild of America's Intellectual Property Registry, for we believe that factors such as the technical and creative skills of our personnel are essential to our success and ability to compete. The Form PA, published by the U.S. Patent and Trademark Office in Washington, D.C., allows the filer to register with the USPTO their creative recorded work, such as a film and the underlying script for the film. Although registration with the Copyright Office is not required to have a valid copyright, registration does provide several benefits, including the establishment of a public record and evidence of our claim as the valid copyright owner of our films and their underlying scripts, the ability to file a federal lawsuit against someone who uses our films or portions thereof without our permission, and eligibility to receive statutory damages and attorneys' fees in the event we file and win a copyright infringement lawsuit. The WGA’s Intellectual Property Registry assists writers in establishing the completion dates of intellectual property, providing a dated record documenting a writer's claim of authorship. If necessary, a Registry employee may produce the material as evidence if a legal or official Guild action is initiated. All three of our screenplays have been registered with the Writers’ Guild.

Our short film “G! Dude?” is registered with the United States Copyright Office pursuant to Form PA (Registration Number PAu003049533). Our screenplay “Writers’ Assistants” is also registered with the U.S. Copyright Office (Registration Number PAu003031933), as is “His Name Is Noah” (Registration Number PAu003342457). The screenplay for “Forever Man” has not been registered yet; however, it is our intenton to register the script prior to production of the film.

Despite use of the federal Form PA and the Writers Guild's Intellectual Property Registry, there can be no assurance that any of our intellectual property rights will provide competitive advantages or will not be challenged, invalidated or circumvented by competitors. There can be no assurance that disputes will not arise concerning the ownership of intellectual property. Furthermore, there can be no assurance that intellectual properties will not become known or be independently developed by competitors or that we will be able to maintain the confidentiality of information relating to our literary properties.

Conversely, content on our website may bring us liability. Our website could possibly face potential liability for negligence, copyright, patent, trademark, defamation, indecency and other claims based on the nature and content of the materials we post. Such claims have been brought and sometimes successfully pressed against Internet content distributors. We could also be exposed to liability with respect to unauthorized duplication of content or unauthorized use of other parties' proprietary technology. Although we intend to obtain general liability insurance as we begin to produce larger-budgeted projects, it may not cover potential claims of this type or may not be adequate to protect us from all liability that may be imposed. Therefore any imposition of liability could hurt our business. Please see Risk Factors above.

We have never had any labor contracts. However, upon commencing production of any entertainment product which includes on screen one or more members of the Screen Actors Guild – including our President, Tal L. Kapelner – we will sign a labor agreement with the Screen Actors Guild. A SAG contract discusses the rules involved with hiring, paying and working with the actors we use on our film and television shoots. We do not believe an agreement with SAG will negatively effect our business, as SAG specifically stipulate that, on film budgets under $2,500,000, we have the right as producers to negotiate pay directly with the performers we wish to hire, rather than be bound by SAG's normal minimum pay structure. There are, however, other rules we would be bound by because of an agreement with SAG, including actors' pension and health contributions, which we feel will increase our costs somewhat. However, importantly, most low-budget agreements with SAG allow us to hire non-SAG actors as well, greatly broadening our ability to search for the best and most cost-effective talent for our productions. In any event, any film wherein a contract with SAG is in force will simply have to take that into account in its budgeting.

Existing or Probable Governmental Regulation. There are the usual governmental regulations on workplace environment and safety, as well as employee pay, benefits, taxes and relations that other businesses face, as well as intellectual property considerations, discussed above; however, we do not anticipate any other governmental regulations to substantially effect our business.

Employees. The total number of employees we have, including full- and part-time, is currently zero (0). We rely on the services of our President, Secretary and Chairman, Tal L. Kapelner, our Vice-President, Treasurer and Director, Ariella Kapelner, and our third Director, Glenn M. Benest, to devote as much time as they can to Writers’ Corp. and its projects, and to spend time overseeing our administrative responsibilities as well, but at this time we have no employees, not even our three management personnel. Currently, Tal L. Kapelner devotes approximately 30 hours per week to Writers’ Corp., Ariella Kapelner devotes about 15 hours per week to Writers’ Corp. and Glenn M. Benest devotes 5 hours per week, on average, to Writers’ Corp. We anticipate that our officers will continue to devote the same number of hours, on average, per week to our company in the foreseeable future, although there will naturally be a spike in the number of hours per week devoted by our management team whenever we go into production on a project. In the event we are successful in generating revenue and making our company profitable, employment contracts will be offered to members of our management personnel, and if in the mid-future, 1-3 years from now, we are successful enough to have the resources for and need to hire additional management or administrative or other personnel, we will do so.

With respect to our short films and super-short vignettes, skits and concepts, those are worked on by independent contractors who work on each shoot on a project basis. The only exception to this are the actors. Pursuant to the rules of the Screen Actors Guild, we are required to consider the actors we hire on each film employees, even if they are hired for only one day. However, the typical length of employment for actors on a short film shoot is 2-5 days. This is typical of our industry and we will likely continue to produce short films without hiring employees, except for the actors on very short-term bases.

On larger-budgeted films, with longer production schedules, generally all crewmembers as well as actors are salaried employees. We shall be using a payroll service during those weeks to comply with associated rules and regulations, including workman’s compensation insurance regulations. In addition, depending upon our budget, we may sign a contract with IATSE, the trade union which represents many crew members such as camera operators and propmasters, though if we sign a contract, it would likely cover only that project.

Reports to Security Holders

We will not voluntarily send an annual report to security holders; however, we do currently file reports with the Securities and Exchange Commission. We are subject to the requirement to prepare a 10-K (annual report) every year, and once each 10-K has been prepared and approved by our counsel for filing with the SEC, we will provide this report and any additional information to any security holder who requests it, and these reports will include audited financial statements.

We will also be required to file quarterly reports on Form 10-Q after our first, second and third quarters of each fiscal year, as well as current reports on Form 8-K relating to any material information which is important for investors in our securities to know. We will have a continuing reporting obligation under Section 15(d) of the Securities and Exchange Act of 1934, once the registration statement becomes effective.

The public may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is http://www.sec.gov. Our Internet address is http://www.writersgroupfilmcorp.com.

Management's Discussion and Analysis or Plan of Operation.

In our most recent private stock offering, conducted from December, 2008 – January, 2009, we raised $11,600 in cash and $400 worth of consulting services, which will help us maintain operations for the next several months. However, we can continue to operate, albeit in a limited capacity, without additional equity financing. By "limited capacity" we mean that our administrative responsibilities can continue and our marketing efforts for our first short film can continue, using our cash, as well as management’s verbal unbinding pledge to loan us money for those purposes, through at least the end of our 2010 fiscal year, which closes on March 31, 2010. We believe that with a completed short film purchased, exhibited at a film festival and uploaded onto three different video sharing websites, our business plan and operations can continue and will not be placed in jeopardy if we are not able to raise additional equity financing in the upcoming fiscal year. Additionally, our plan calls for the use of third-party financiers as well as studios and larger production companies to finance our feature films, if we cannot do so ourselves. This portion of our plan requires no funds from us and can therefore be pursued without additional investment in us.

The amount of cash we currently have on hand, as of December 31 , 2008, is $10,891 , and the amount of working capital we have is $2,331 . The amount of cash we will need to operate our business over the next 12 months is $19,200. The amount of cash we have on hand is insufficient to satisfy our cash requirements. We received a capital contribution from our President of $4,300 from October- December of 2008. Without an infusion of cash from additional revenues or future money raises , management will likely have to continue to contribute money to pay our expenses.

We also recently generated our first revenues. 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 $85,148 worth of services, including initial website design and consulting services. In order to simply maintain our administrative responsibilities over the next 12 months, and also complete our application for a priced quotation on the OTC Bulletin Board in the coming year, without personal financial support from management, we need to raise at least $19,200 throughadditional financing in the next year.

In Fical Year 2010, which begins April 1, 2009, we plan to produce a minimum of 3 super-short films, 1 significant short film, 1 feature film, and move 2 more feature films through pre-production. We also expect to continue marketing our first comedic short film, “The G! True Tinseltown Tale: Dude, Where’s My Car?” and market our other products as we describe in the Description of Business section of our Annual Report on Form 10-K filed July 15, 2008.

The time it takes for each project to be completed varies widely depending upon the length of the entertainment product to be produced, the ease in getting investment or financing for it, and a myriad of other circumstantial factors. As we mention in the Description of Business section in our Annual Report, generally speaking a super-short film takes 2-5 months to produce including development time, a significant short film takes 5-9 months to produce including development time, and a typical indie feature film takes 2 ¾ years – 5 ¾ years including development time. We expect to take the normal, full time for our super-short and significant short films, but because our first feature film, Writers’ Assistants, would be nearly through the development stage were this stock offering to be successful, the time to distribution would be approximately 12 months rather than several years.

There are specific milestones - and steps to achieving each milestone - to our business and marketing plans. Our first milestone was to establish our business. The specific steps we took to accomplish this were:

a)	Incorporate our corporation, name our management and adopt bylaws;

b)	purchase our business plan, first short film, and three screenplays;

c)	establish our offices;

d)	open a bank account; and

e)	incorporate two subsidiaries, each of which to handle one movie.

This first milestone was reached in approximately three months, from March 2007 to June 2007 and cost us approximately $500 in cash and $57,000 worth of shares. Tal L. Kapelner loaned us most of the cash needed to complete this milestone.

The second milestone was to raise money for administrative responsibilities. The specific steps we took to accomplish this were:

a)	Got Board authorization;

b)	had attorney conduct blue sky securities law survey;

c)	prepared disclosure memorandum and financial statements;

d)	received legality opinion letter from attorney;

e)	conducted private stock offering exclusively in state of California pursuant to California Corporations Code section 25102(f); filed 25102(f) Notice with California;

f)	filed Form D with Securities and Exchange Commission, as offering was conducted pursuant to Rule 504 of Regulation D; and

g)	sold 6,132,822 shares of stock in this offering to 31 different individual subscribers at a price of $0.01 per share. In exchange for the shares, we received $34,850 in cash and $26,478 worth of services, for a total of $61,328 in cash and services.

This second milestone was reached in approximately 5 ½ months, from March to August 2007 and cost us approximately $500, with the offering itself paying for the costs.

The third milestone is to continue to market our first entertainment product, a comedic short film entitled "The G! True Tinseltown Tale: Dude, Where's My Car?" The specific steps we have taken so far to accomplish this were:

a)	In addition to YouTube and Veoh, we posted the short film to the FunnyorDie.com video sharing website, which specializes in comedic videos;

b)	our President and Chairman, Tal L. Kapelner, attended the NewFilmmakers NY film series, where the film was accepted for screening, in June of 2007 in New York City; and

c)	we distributed additional copies of the film on DVD to members of the public.

These steps have taken approximately one month to complete, taking place primarily in the month of June of 2007. The cost to us was $600 for travel expenses, borne initially by our President and then re-imbursed by the Company to him. Also, the additional copies of the film on DVD were given to us when we purchased the short film at inception. The specific steps we still must take to accomplish this milestone are:

d)	Submit the film to more film festivals;

e)	submit the film to more video sharing websites, such as Google Video and AOL;

f)	research manners by which one increases number of viewers of one’s videos, and implement those suggestions, as practicable;

g)	attend any film festivals to which the film will be accepted, and use those screenings as networking opportunities with peers and executives in the entertainment industry; and

h)	distribute the last remaining 40 or so copies of the film on DVD to members of the public.

These last five steps to completing this milestone will likely take an additional six months, as many film festivals require that submissions be sent several months in advance. The cost of these five additional steps is likely to be approximately $2-3,000, depending upon how many festivals our film is accepted to, and where those festivals are located, and we will use our cash on hand and notes receivable to finance these steps, if this public offering is not successful.

The fourth milestone is to raise more financial capital, register all the shares we issued in our private stock offering and otherwise prepare our share structure so as to allow for listing later on a secondary market by having freely-tradable securities. The specific steps we have taken so far in accomplishing this were:

a)	Retain counsel, auditor and EDGARizer professionals;

b)	prepare preliminary administrative and legal responsibilities, including having attorney prepare a blue sky survey and write a legality opinion letter; and preparation of a draft Form S-1;

c)	perfect Form S-1 and file with SEC;

d)	have SEC review and offer comments; and

e)	revise S-1 and re-file with SEC; have SEC re-review and offer further comments; continue to revise until cleared for offering by SEC.

f)	Conduct offering in the state of California, retain transfer agent, issue share certificates, etc.

These steps have taken approximately ten months, from July 2007 to August 2008, and cost approximately $11,000, which was paid for using proceeds from our private stock offering.

Our fifth milestone is to produce our next entertainment product: a feature film entitled “Writers’ Assistants”. The specific steps we have taken so far in accomplishing this milestone were:

a)	Purchased the screenplay, synopsis, logline and preliminary budget for the film;

b)	prepared a list of well-known actors we think could play certain roles in the film and might agree to participate; and

c)	met with a third-party financier regarding putting up seed money, and successfully getting a verbal agreement from him to put $150,000 into an escrow account to attract a well-known actor to participate.

These steps have taken approximately five months, from March to August 2007, and cost approximately $45,000 worth of shares of our Common Stock. It did not cost us any cash because Mr. Kapelner paid for the expenses of his trip to the financier, approximately $100, out of his own pocket, which we’re accounting for as additional paid-in capital. The specific steps we still must take to accomplish this milestone are:

d)	Finance the film either through approaching well-known actors to see which one would be willing to play a role in the film, and meeting with studios and larger production companies to secure the full $1 million budget, or through sales of shares in this public offering;

e)	decide on a director and producers;

f)	develop a production schedule and finalize the budget;

g)	prepare paperwork for, and sign with, actors union;

h)	sign with payroll company and prepare employer tax and workers' compensation obligations;

i)	cast roles as needed;

j)	hire all needed crewmembers;

k)	purchase or otherwise secure props, wardrobe and filmmaking equipment;

l)	shoot the film as directed in the production schedule;

m)	complete final tax and union paperwork;

n)	hire editor to catalogue all of the footage shot;

o)	have director, producers and editor work together to cut the footage together into a final feature, adding any visual or sound effects, additional dialogue recording, narration, additional footage, etc.;

p)	submit the film to film festivals and markets;

q)	hire a producer’s representative on a contingency basis to represent the film at film festivals and markets, and to screen the film privately for executives in the entertainment industry; and

r)	meet with foreign and domestic sales agents in hopes of persuading them to purchase the film.

The timeframe for completing this milestone depends upon how quickly we can achieve financing; however, we anticipate starting this project in July 2009 and marketing the finished product by December 2009. We project a cost of $1,000,000 for this project, and anticipate paying for this project through financing from studios or production companies.

The sixth milestone in our business plan is to produce and market our first super-short film, which we are tentatively calling “A&F”, in which an overweight man takes off his shirt and pretends to be one of the live human models at an Abercrombie and Fitch store. The specific steps for completing this milestone will be:

a)	Purchase videocamera using proceeds from this public offering;

b)	arrange for a cameraman to operate videocamera;

c)	develop outline of concept, and plan for filming;

d)	if using one or more unionized actors, prepare a letter stating that fact to the Screen Actors Guild actors’ union;

e)	film at an Abercrombie and Fitch store which features live human models standing in the doorway;

f)	edit footage into a super-short film;

g)	upload to video sharing websites; and

h)	research methods by which to generate wide public recognition of the work.

We anticipate working on this project during the month of August, 2009, and spending approximately $2,000 to produce and market it.

The seventh milestone in our business plan is to complete our application for a priced quotation on the Over-The-Counter Bulletin Board stock quotation service. The specific steps we will need to take to complete this milestone are:

a)	Prepare updated due diligence paperwork to supplement our Form 211 filing;

b)	submit our updated due diligence materials to FINRA via our market maker, Westminster Securities;

c)	respond to any deficiencies in our application as pointed out by FINRA;

d)	upon approval for an unpriced quotation by FINRA, have market maker revise Form 211 to apply for a priced quotation on the Over-The-Counter Bulletin Board; and

e)	work with market maker on setting an opening price and discuss making market on the stock.

The timeframe for completing this milestone is expected to be February – March, 2009. There is no cost for applying for a priced quotation on the OTC Bulletin Board stock quotation service.

The eighth milestone in our business and marketing plan is to produce and market our planned significant short film, “Buckeye Marhaba”. The specific steps we will need to take to complete this milestone are:

a)	Secure $30,000 in financing;

b)	write a script;

c)	decide on a director and producers;

d)	approach The Ohio State University about possibly co-producing our film;

e)	develop a budget and production schedule;

f)	prepare paperwork for, and sign contract with, actors’ union;

g)	sign with payroll company and prepare employer tax and workers’ compensation obligations;

h)	cast all roles;

i)	find and secure locations for shooting;

j)	hire all needed crewmembers;

k)	purchase or otherwise secure props, wardrobe and filmmaking equipment;

l)	rehearse scenes with the actors;

m)	dress sets, prepare food service, and otherwise prepare locations for shooting;

n)	shoot the film as per the production schedule;

o)	complete final tax and union paperwork;

p)	hire editor to catalogue footage and prepare rough cut of film;

q)	have director, producers and editor work together to cut the footage together into a final film, adding any narration, effects, music, additional dialogue recording and/or additional footage needed; and

r)	submit to film festivals as per our marketing plan outlined above.

In addition to the above-mentioned creative projects, we have many ideas for other entertainment products, including a television pilot dealing with public high school students and the effect on them by school district politics and policies, and a super-short film about a lazy stalker, none of which have been developed to the script stage yet.

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 Malone & Bailey, PC, located in Texas and licensed in Texas and California.

Description of Property.

We have our offices in the home of Tal L. Kapelner, and is provided to us for free as a work space. It contains sufficient space and materiel for us to do our administrative work for Writers’ Corp., and the space is covered by homeowner’s insurance.

Currently, and for the foreseeable future, which we consider to be over the next 12 months, it is our policy to not engage in any investments in real estate or interests in real estate, or any investments in real estate mortgages, or any securities of or interests in persons primarily engaged in real estate activity; however, we do not have in place specific, written limitations on the percentage of assets which may be invested in any one investment, or type of investment. This policy we have described may be changed without a vote of our security holders. Currently, it is not our policy to acquire assets either primarily for

possible capital gain or primarily for income.

Certain Relationships and Related Transactions.

The names of our three promoters are Tal L. Kapelner, Ariella Kapelner and Glenn M. Benest, who are the three founders of our company.

Market for Common Equity and Related Stockholder Matters.

There is no public trading market where our common equity is traded.

There is zero common equity for Writers’ Corp. which is subject to outstanding options or warrants to purchase, or securities convertible into our common equity.

We have agreed to register 64,434,822 shares under the Securities Act for sale by security holders. These were the shares that were issued to 39 California investors in our private stock offerings. None of the 39 subscribers to our private stock offerings are affiliates.

In 2008, we offered and registered up to 10,000,000 shares in a public offering, and sold 10,000 shares, and de-registered the remainder.

We have only one authorized class of common equity, and that is our Common Stock. There are 43 holders of record of this class of common equity. Our transfer agent is Signature Stock Transfer, Inc. of Plano, Texas. Their phone number is (972) 612-4120.

We have not issued or declared dividends and have no plans to do so.

There are no shares authorized for issuance under an equity compensation plan. We have no equity compensation plans in place and no future plans for such at this time.

Executive Compensation.

No compensation was awarded to, earned by or paid to any officer or director of Writers’ Corp. We have no plans to pay executive compensation in the foreseeable future. The issue of executive compensation shall be revisited by our Board on the first annual meeting of Board of Directors following our first realized annual EBITDA over $100,000.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

There have been no changes in, nor disagreements with, our accountants.

The only accounting firm we have ever retained has been Malone & Bailey, PC. There have been no disagreements with Malone & Bailey, and we anticipate no change in accounting firms.

Financial Statements.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors

Writers' Group Film Corp.

(A Development Stage Company)

Glendale, California

We have audited the accompanying balance sheets of Writers' Group Film Corp. (the “Company”) as of March 31, 2008 and 2007 and the related statements of expenses, cash flows and changes in stockholders’ equity for the year ended March 31, 2008, for the period from March 9, 2007 (inception) through March 31, 2007 and for the period from March 9, 2007 (inception) through March 31, 2008. These financial statements are the responsibility of Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Writers’ Group Film Corp. as of March 31, 2008 and 2007, and the results of its operations and its cash flows for the periods described in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has no revenues and has accumulated losses since inception which raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Malone & Bailey, PC

www.malone-bailey.com

Houston, Texas

July 14, 2008

WRITERS’ GROUP FILM CORP.

[A Development Stage Company]

CONSOLIDATED BALANCE SHEET

	March 31, 2008			March 31, 2007
ASSETS

Current Assets
Cash	$	576		$	2,977
Receivables		424			-
Subscriptions Receivable		-			13,500

Total Current Assets		1,000			16,477

Total Assets	$	1,000		$	16,477

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities
Payable to Related Party	$	-			164

Total Liabilities		-			164

STOCKHOLDERS’ EQUITY

Common stock, $0.001 par, 75,000,000
shares authorized, 62,682,822 shares
issued and outstanding		62,683			58,600
Additional paid-in capital		55,195			18,450
Deficit accumulated during the development stage		(116,878	)		(60,737	)

Total Stockholders’ Equity		1,000			16,313

Total Liabilities and Stockholders’ Equity	$	1,000		$	16,477

See Summary of Significant Accounting Policies and Notes to Financial Statements

WRITERS’ GROUP FILM CORP.

[A Development Stage Company]

CONSOLIDATED STATEMENTS OF EXPENSES

				March 9, 2007			March 9, 2007
				(Inception)			(Inception)
	Year ended			Through			Through
	March 31, 2008			March 31, 2007			March 31, 2008
General and administrative	$	56,081		$	60,737		$	116,818
Interest Expense		60			-			60
Net loss	$	(56,141	)	$	(60,737	)	$	(116,878	)

Basic and diluted
Net loss per share	$	(0.00	)	$	(0.00	)

Weighted average common
shares outstanding		61,610,206			57,369,565

See Summary of Significant Accounting Policies and Notes to Financial Statements

WRITERS’ GROUP FILM CORP.

[a development stage company]

CONSOLIDATED STATEMENTS OF CASH FLOWS

				March 9, 2007			March 9, 2007
	Year			(Inception)			(Inception)
	Ended			through through
	March 31, 2008			March 31, 2007			March 31, 2008
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss	$	(56,141	)	$	(60,737	)	$	(116,878	)
Adjustments to reconcile
net loss to cash used
in operating activities:
Stock issued for services		26,478			56,550			83,028
Changes in:
Accounts receivable		(424	)					(424	)
NET CASH USED IN OPERATING ACTIVITIES		(30,087	)		(4,187	)		(34,274	)


CASH FLOWS FROM FINANCING
ACTIVITIES
Payments on notes payable
to shareholders		(164	)		164			-
Stock issued for cash		14,350			7,000			21,350
Proceeds from subscription
Receivable		13,500			-			13,500
NET CASH PROVIDED BY FINANCING ACTIVITIES		27,686			7,164			34,850


NET CHANGE IN CASH		(2,401	)		2,977			576


Cash balance, beginning		2,977			0			0
Cash balance, ending	$	576		$	2,977		$	576


CASH PAID FOR:
Interest	$	-			-		$	-
Income taxes	$	-			-		$	-

See Summary of Significant Accounting Policies and Notes to Financial Statements

WRITERS’ GROUP FILM CORP.

(A Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

From March 9, 2007 (Inception)

through March 31, 2008

	Shares		Amount		Additional Paid-in Capital		Deficit Accumulated during the development stage			Total Stockholders Equity

Common shares issued for services at inception at $0.001		56,550,000	$	56,550						$	56,550

Shares issued for cash in March 2007 at $0.01		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


Shares issued for cash in FY 2008 at $0.01		1,435,000		1,435		12,915					14,350


Shares issued for services in FY 2008 at $0.01		2,647,822		2,648		23,830					26,478

Net Loss								(56,141	)		(56,141	)

Balance, March 31, 2008		62,682,822	$	62,683	$	55,195	$	(116,878	)	$	1,000

See Summary of Significant Accounting Policies and Notes to Financial Statements

WRITERS’ GROUP FILM CORP.

[A Development Stage Company]

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Business Operations.

Writers’ Group Film Corp. was incorporated in Delaware on March 9, 2007 to produce films, television programs and similar entertainment programs for various media formats.

Use of Estimates.

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

Cash and Cash Equivalents.

For purposes of the statement of cash flows, Writers’ Group considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Income taxes.

Writers’ Group recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. Writers’ Group provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

Basic and Diluted Net Loss per Share

Basic and diluted net loss per share calculations are presented in accordance with Financial Accounting Standards Statement 128, and are calculated on the basis of the weighted average number of common shares outstanding during the period. They include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share are the same due to the absence of common stock equivalents.

Recently-Issued Accounting Pronouncements.

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.

NOTE 2 - GOING CONCERN

These financial statements have been prepared on a going concern basis. Writers’ Group has not generated any revenues since inception and has accumulated losses since inception which raise substantial doubt about its ability to continue as a going concern. The continuation of Writers’ Group as a going concern is dependent upon the ability to obtain necessary equity financing and the attainment of profitable operations. 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.

NOTE 3 – COMMON STOCK

On March 9, 2007, shares were issued to four persons and/or entities, as follows:

45,000,000 shares were issued to founding director Tal L. Kapelner at $.001 per share in exchange for services rendered and valued at $45,000, including the short film “The G! True Tinseltown Tale: Dude, Where’s My Car?” and the screenplay to the unproduced feature film “Writers’ Assistants.”

6,750,000 shares were issued to founding director Ariella Kapelner, at $.001 per share in exchange for services rendered and valued at $6,750, including the screenplay to the unproduced feature film “His Name Is Noah.”

800,000 shares were issued to founding director Glenn Benest, at $.001 per share in exchange for services rendered and valued at $800 including the screenplay to the unproduced feature film “Forever Man.”

4,000,000 shares were issued to founding shareholder FMCOCO, Inc., at $.001 per share in exchange for consulting services rendered and valued at $4,000.

During the short year ended March 31, 2007, Writers’ Group sold 2,050,000 shares through a private offering to 14 different investors, raising $20,500 in cash. During the fiscal year ended March 31, 2008, the private offering continued, wherein 2,647,822 shares of common stock were issued for services rendered of $26,478 and 1,435,000 shares were issued for $14,350 cash.

NOTE 4 - COMMITMENTS

Writers’ Group’s principal office is in the home of Writers’ Group’s president pursuant to an oral agreement on a rent-free month-to-month basis.

NOTE 5 – ACQUISITION OF TWO SUBSIDIARIES

In May 2007, Writers’ Group incorporated two corporations in Delaware, named Writers’ Assistants Movie, Inc. and His Name Is Noah Movie, Inc. Each of these two corporations became wholly-owned subsidiaries of Writers’ Group when they issued to Writers’ Group shares of stock in their corporations in exchange for the scripts to the films “Writers’ Assistants” and “His Name Is Noah”, respectively.

NOTE 6 – INCOME TAXES

Writers’ Group uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During fiscal 2008, Writers’ Group incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The effective tax rate for fiscal 2008 is 0%. The cumulative net operating loss carry-forward is approximately $35,000 at March 31, 2008, and will expire in the years 2013 - 2028.

Deferred tax assets
Net operating losses	$	4,700
Less: valuation allowance		(4,700	)
Net deferred tax asset	$	0

WRITERS' GROUP FILM CORP.

[A Development Stage Company]

CONSOLIDATED BALANCE SHEETS

(unaudited)

	December 31, 2008			March 31, 2008
ASSETS

Current Assets
Cash	$	10,891		$	576
Receivables		-			424

Total Current Assets		10,891			1,000

Total Assets	$	10,891		$	1,000

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts Payable	$	135		$	-
Deferred Revenues		8,425			-

Total Liabilities		8,560			-

Stockholders' Equity

Common stock, $0.001 par, 175,000,000
shares authorized, 63,774,822 and 62,682,822 shares
issued and outstanding		63,775			62,683
Additional paid-in capital		74,723			55,195
Deficit accumulated during the development stage		(136,167	)		(116,878	)

Total Stockholders' Equity		2,331			1,000

Total Liabilities and Stockholders' Equity	$	10,891		$	1,000

See Notes to Unaudited Financial Statements.

WRITERS' GROUP FILM CORP.

[A Development Stage Company]

CONSOLIDATED STATEMENTS OF EXPENSES

(unaudited)

	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended			March 9, 2007 (inception) through
	December 31, 2008			December 31, 2007			December 31, 2008			December 31, 2007			December 31, 2008

Revenues	$	1,000		$	-		$	1,000		$	-		$	1,000

General and administrative		4,593			2,572			20,289			49,039		$	137,167


Net loss	$	(3,593	)	$	(2,572	)	$	(19,289	)	$	(49,039	)	$	(136,167	)

Basic and diluted
Net loss per share	$	0.00		$	0.00		$	0.00		$	0.00			n/a

Weighted average common
shares outstanding		63,314,712			62,378,832			63,014,895			60,521,141			n/a

See Notes to Unaudited Financial Statements

WRITERS' GROUP FILM CORP.

[a development stage company]

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended			Nine Months Ended			March 9, 2007 (inception) through
	December 31, 2008			December 31, 2007			December 31, 2008
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss	$	(19,289	)	$	(49,039	)	$	(136,167	)
Adjustments to reconcile
net loss to cash used
in operating activities:
Stock issued for services		2,020			25,028			85,048
Bad debt expense		424			-			-
Accounts Payable		135			-			135
Deferred revenue		8,425			-			8,425
NET CASH USED IN OPERATING ACTIVITIES		(8,285	)		(24,011	)		(42,559	)


CASH FLOWS FROM FINANCING
ACTIVITIES
Other Capital Contributions		8,300			(164	)		8,300
Proceeds from Subscription Receivable		-			-			13,500
Stock issued for cash		10,300			29,300			31,650
NET CASH PROVIDED BY FINANCING ACTIVITIES		18,600			29,136			53,450


NET CHANGE IN CASH		10,315			5,125			10,891

Cash balance, beginning		576			2,977			-
Cash balance, ending	$	10,891		$	8,102		$	10,891

CASH PAID FOR:
Interest		-			-			-
Income taxes		-			-			-

See Notes to Unaudited Financial Statements

WRITERS’ GROUP FILM CORP.

NOTES TO FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION

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 15, 2008. 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 2008 as reported in the Form 10-K have been omitted.

NOTE 2. GOING CONCERN

These financial statements have been prepared on a going concern basis, which implies Writers’ Group will continue to realize its assets and discharge its liabilities in the normal course of business. 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, 2008, 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.

NOTE 3. EQUITY

In May of 2008, during the first quarter of fiscal 2009, the President and Chairman of Writers’ Group paid $3,000 for operating expenses. The amount is reflected as contributed capital.

In July and August of 2008, the President and Chairman of Writers’ Group paid $1,000 for operating expenses. The amount is reflected as contributed capital.

Beginning July 25, 2008 and ending August 15, 2008, Writers' Group conducted a private offering of its stock to residents of the state of California. Shares of Common Stock were offered at $0.01 per share. The offering raised $5,300 in cash and $220 worth of services, and through the offering the Company issued a total of 552,000 shares to 7 subscribers.

In July and August of 2008, the Company issued 10,000 shares for services to one subscriber at $0.15 per share pursuant to its only public offering.

In the three months ended December 31, 2008, the President and Chairman of the Company contributed $4,300 for operating expenses.

In December, 2008, the Company sold 530,000 common shares for $5,300 at $0.01 per share. $5,000 was in cash and $300 was for consulting services rendered.

NOTE 4. SUBSEQUENT EVENTS

In January 2009 the Company sold 570,000 shares of common stock for $6,600 cash and issued 100,000 shares of common stock for services.

In January the Company amended its Certificate of Incorporation to increase its capital stock to 175,000,000 shares of Common Stock at $0.001 par value.

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Indemnification of Directors and Officers.

There are no charter provisions, bylaws, contracts or other arrangements that insures or indemnifies a controlling person, director or officer of Writers’ Corp. which affects his or her liability in their capacity as controlling person, director or officer.

However, Section 145 of the Delaware General Corporation law makes provision for the indemnification of officers and directors under certain circumstances from liabilities, including reimbursement for expenses incurred, arising under the Securities Act. Section 145 of the Delaware General Corporation law empowers a corporation to indemnify its directors and officers and to purchase insurance with respect to liability arising out of their capacity or status as directors and officers, provided that this provision shall not eliminate or limit the liability of a director:

- for any breach of the director’s duty of loyalty to the corporation

or its stockholders;

- for acts or omissions not in good faith or which involve intentional

misconduct or a knowing violation of law;

- arising under Section 174 of the Delaware General Corporation law; or

- for any transaction from which the director derived an improper

personal benefit.

The Delaware General Corporation law provides further that the indemnification permitted thereunder shall not be deemed exclusive of any other rights to which the directors and officers may be entitled under the corporation’s bylaws, any agreement, a vote of stockholders or otherwise.

Other Expenses of Issuance and Distribution.

The following is an itemized statement of all expenses of the offering:


SEC Registration Fees:		418
EDGARizing Fees:		3,200*
State Blue Sky Registration Fees:		60*
Transfer Agent Fees and Certificate Printing:		400*
Copying and Printing Prospectus:		285*
Mailing and Couriering Prospectus:		1,800*
Accounting and Audit/Review:		5,600*
Total:		11,391*

* estimate

Recent Sales of Unregistered Securities.

On March 9, 2007, we sold 45,000,000 restricted shares of our Common Stock to Tal L. Kapelner, in exchange for a) the business plan for Writers’ Corp., b) his short film “The G! True Tinseltown Tale: Dude, Where’s My Car?”, and c) the screenplay he wrote, entitled “Writers’ Assistants”, together worth $45,000 - see Financial Statements - at a price of $0.001 per share. The section of the Securities Act under which we claim exemption from registration is Section 4(2). The facts we relied upon to make the exemption available include the fact that the shares were issued only to one person, who is a founder of Writers’ Corp., and not as part of any public offering, but instead simply as exchange for goods provided.

Also on March 9, 2007, we sold 6,750,000 restricted shares of our Common Stock to Ariella Kapelner, in exchange for the screenplay she wrote entitled “His Name Is Noah”, worth $6,750 - see Financial Statements - at a price of $0.001 per share. The section of the Securities Act under which we claim exemption from registration is Section 4(2). The facts we relied upon to make the exemption available include the fact that the shares were issued only to one person, who is a founder of Writers’ Corp., and not as part of any public offering, but instead simply as exchange for goods provided.

Also on March 9, 2007, we sold 800,000 restricted shares of our Common Stock to Glenn M. Benest, in exchange for the screenplay he wrote entitled “Forever Man”, worth $800 - see Financial Statements - at a price of $0.001 per share. The section of the Securities Act under which we claim exemption from registration is Section 4(2). The facts we relied upon to make the exemption available include the fact that the shares were issued only to one person, who is a founder of Writers’ Corp., and not as part of any public offering, but instead simply as exchange for goods provided.

Also on March 9, 2007, we sold 4,000,000 restricted shares of our Common Stock to FMCOCO, Inc., a Minnesota corporation, in exchange for $4,000 worth of business consulting services rendered, at a price of $0.001 per share. The business consulting services rendered included a review of our business plan, and advice on the entertainment industry and various fund-raising methods. The section of the Securities Act under which we claim exemption from registration is Section 4(2). The facts we relied upon to make the exemption available include the fact that the shares were issued to one entity and not as part of any public offering, but instead simply as exchange for business consulting services rendered. Also, the sole officer, director and shareholder of FMCOCO, Inc., Steven Medley, is a sophisticated investor with many years experience investing in both publicly-held and privately-held companies. FMCOCO, Inc. was not solicited through any general advertising, but rather, agreed to receive shares from us in exchange for services as we discussed our normal business relations. FMCOCO, Inc., an entity which was very knowledgeable about Writers’ Corp.'s business plan before receiving the shares, is aware of the restrictions on resale of these securities and has agreed to abide by them, including the safe harbor provisions of Rule 144.

From March 10-August 29, 2007, we conducted a private offering of our Common Stock to residents of the state of California. We sold 6,132,822 shares of stock in this offering to 31 different individual subscribers at a price of $0.01 per share. In exchange for the shares, we received $34,850 in cash and $26,478 worth of services, for a total of $61,328 in cash and services. The section of the Securities Act under which we claim exemption from registration is Section 3(b), because we conducted the offering pursuant to Regulation D, Rule 504 promulgated under the Securities Act of 1933, as amended. The facts we relied upon to make the exemption available include: a) At the time of the offering we were not subject to the reporting requirements of the Exchange Act; b) we were not an investment company; c) we had a specific business plan that had nothing to do with engaging in a merger or acquisition with any entity; d) we engaged in no advertisement of our offering; e) all sales were made within the same six month period, and no shares have been issued since our offering closed on August 29; f) sales were well under $1 million; g) share certificates issued through the offering were stamped with a restricted legend; and h) the shares were sold pursuant to an exemption from registration in the state of California, which required us to, among other things, only sell shares to persons already known to us, or to persons who could demonstrate financial or investment expertise, or to accredited investors, and to only sell to a maximum of 35 persons worldwide, with accredited investors not counted in that figure.

We conducted two other private offerings in the same manner. We conducted a second private placement offering of our common shares of stock pursuant to Regulation D, Rule 504 of the Securities Act of 1933. The offering began on July 20, 2008 and was closed August 15, 2008. A total of 552,000 shares were sold in the offering to 6 residents of the state of California at a price of $0.01 per share.

Exhibits.

Index of Exhibits

Certificate of Incorporation		incorporated by reference*
Certificate of Amendment of Certificate of Incorporation		incorporated by reference*
Bylaws		incorporated by reference*
Instruments defining the rights of holders, incl. indentures		see bylaws exhibit (incorporated by reference*)
Opinion re: legality		EX-5.1
Production Services Contract with Car Search, Inc.		EX-10. 1
Option Agreement with Cruck Productions, Inc.		EX-10.2
Our Subsidiaries		EX-21.1
Consent of Independent Registered Certified Public Accountants		EX-23.1
Consent of Counsel		see opinion exhibit (EX-5.1)

* Registration Statement on Form S-1 filed January 21, 2009, File No. 333-156832.

Undertakings.

We hereby undertake to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

·	To include any propectus required by section 10(a)(3) of the Securities Act of 1933;

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

·	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

We also undertake, for determining liability under the Securities Act, to treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

We also undertake to file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Lancaster, State of California on March 2 , 2009.

WRITERS’ GROUP FILM CORP.

By:
	Tal L. Kapelner President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Tal L. Kapelner

President and Chairman of the Board of Directors, Principal Executive

Officer, Principal Financial Officer, Principal Accounting Officer

March 2 , 2009

/s/ Ariella Kapelner

Ariella Kapelner

Vice-President, Treasurer and a Director

March 2 , 2009

The above two persons constitute a majority of the Board of Directors.

WRIT Media (WRIT) S-1/AIPO registration (amended)