WRIT Media (WRIT) 10-Q/A 2009 Q3 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

Amendment No. 2

QUARTERLY REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2008

Commission file number: 333-147959

I.R.S. Employer I.D. #: 56-2646829

WRITERS’ GROUP FILM CORP.

a Delaware corporation

1752 East Avenue J  #266

Lancaster, CA  93535

213-694-1888

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes  o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  o Yes   x  No

The number of shares outstanding of our Common Stock is 64,444,822 as of January 31, 2009. There are no other classes of stock.

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TABLE OF CONTENTS

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

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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.

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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.

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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.

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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.

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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.

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

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. We expect to use the drawdown equity facility after that. 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 have continued to sell stock through a third private offering, conducted from December, 2008 – January 2009, which raised $11,600 in cash and $400 in consulting services; however, management will still 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 are in the process of currently providing.

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 contirbutions from our management and by selling shares through our three private offerings and our public offering, which raised for us a total of $53,450 in cash and $85,048 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 through the drawdown equity facility or other financing in the next year.

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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:

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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.

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:

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c)    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;

d)    decide on a director and producers;

e)    develop a production schedule and finalize the budget;

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

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

h)    cast roles as needed;

i)    hire all needed crewmembers;

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

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

l)    complete final tax and union paperwork;

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

n)    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.;

o)    submit the film to film festivals and markets;

p)    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

q)    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 our drawdown equity facility upon obtaining a priced quotation on a secondary stock quotation service, or 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:

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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 in development for our 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.

We have no purchases or sales of plant or significant equipment planned in the next 12 months.

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

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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Our principal executive and financial officers have evaluated the effectiveness of our disclosure controls and procedures as of the end of our fiscal year 2008 (March 31, 2008) and quarterly period ended December 31, 2008, and have concluded that they are effective to ensure that information required to be disclosed in the reports that we file pursuant to Section 15(d) of the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules under the Exchange Act. As our management is responsible for collecting and processing the raw data for our reports, communication of this data is not an issue.

Changes in Internal Controls over Financial Reporting

Based upon the most recent pronouncements of the Securities and Exchange Commission, our first annual report on internal control over financial reporting is due for inclusion in our annual report on Form 10-K for the twelve month period ending March 31, 2009.  We expect to begin the process during next fiscal year of identifying a framework to use to evaluate the effectiveness of our internal control over financial reporting as (as defined in Rule 13a-15(f) or 15d-15(f) under the Securities Exchange Act of 1934).

There has been no change in our internal control over financial reporting during the third quarter of our current fiscal year 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Legal Proceedings.

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

Use of Proceeds.

This use of proceeds information is being disclosed in connection with a registration statement we filed on Form S-1 which was declared effective by the U.S. Securities and Exchange Commission on April 22, 2008. The Commission assigned a file number of 333-147959 to this statement.

The offering facilitated by the Form S-1 filing commenced on May 1, 2008 and closed in August of 2008. This was an offering of our Common Stock, par value $0.001.

Through the Form S-1 we registered 10,000,000 shares of our Common Stock, worth a total of $1,500,000 at $0.15 per share.

We issued 10,000 shares in our initial public offering, raising $1,500 worth of consulting services. We later de-registered the remaining 9,985,000 shares that were not sold in the offering.

We estimate that we have incurred no direct or indirect expenses related to this offering since the offering was given its Notice of Effectiveness on April 22.

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Exhibits.

Financial statements are included in the body of this report.

Exhibit Index:

* Certificate of Incorporation	[incorporated by reference to Form 10-K filed on July 15, 2008]
* Certificate of Amendment of Certificate of Incorporation	[incorporated by reference to Form S-1 filed on January 21, 2009]
* By-laws	[incorporated by reference to Form 10-K filed on July 15, 2008]
* Instruments defining rights of security holders	[see By-laws]
* Rule 15d-14(a) Certifications	[incorporated by reference to Form 10-Q filed on Feb 13, 2009]
* Section 1350 Certification	[incorporated by reference to Form 10-Q filed on Feb 13, 2009]

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Signatures.

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

WRITERS’ GROUP FILM CORP.

April 21, 2009	By:
		Tal L. Kapelner, President
April 21, 2009	By:	/s/ Ariella Kapelner
		Ariella Kapelner, Principal Financial Officer and Director

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