UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549











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





For the
quarterly period ended September 30,
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 xYes  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
              oNon-accelerated
      filer
                (Do not check if a smaller reporting
      company)
              o
              Smaller
      reporting company
              x




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





The
number of shares outstanding of our Common Stock is 63,244,822 as of October 31,
2008. There are no other classes of stock.








-1-


TABLE
OF CONTENTS





Unaudited Financial Statements
            3Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
            7Controls and Procedures
            11Legal Proceedings
            12Use of Proceeds
            12Exhibits
            12Signatures
            13




-2-






WRITERS' GROUPFILM CORP.[A Development Stage
      Company]CONSOLIDATED BALANCE
      SHEETS(unaudited)September
      30,
            
            
            March
      31,2008
            
            
            2008ASSETSCurrent
    AssetsCash
            
            $
            -
            
            
            $
            576Receivables
            
            
            -
            
            
            
            424Total
Assets
            
            $
            -
            
            
            $
            1,000LIABILITIES AND STOCKHOLDERS'EQUITY (DEFICIT)Current
      LiabilitiesAccounts
      Payable
            
            $
            3,252
            
            
            $
            -Total
      Liabilities
            
            
            3,252
            
            
            
            -Stockholders'Equity (Deficit)Common stock, $0.001 par,
      75,000,000shares authorized, 63,244,822 and
      62,682,822 sharesissued and outstanding as of
      September 30, 2008 and March 31, 2008, respectively
            
            
            63,245
            
            
            
            62,683Additional paid-in
      capital
            
            
            65,653
            
            
            
            55,195Deficit accumulated during the
      development stage
            
            
            (132,150
            )
            
            
            (116,878
            )Total Stockholders'Equity (Deficit)
            
            
            (3,252
            )
            
            
            1,000Total Liabilities and
      Stockholders'Equity
      (Deficit)
            
            $
            0
            
            
            $
            1,000  See Notes
to Unaudited Financial Statements


-3-




WRITERS' GROUP FILM
      CORP.[A Development Stage
      Company]CONSOLIDATED STATEMENTS OF
      EXPENSES(unaudited)Three Months
      Ended
            
            
            Six
      Months Ended
            
            
            March 9, 2007
      (Inception)throughSeptember30
            
            
            September30
            
            
            September
      30,2008
            
            
            2007
            
            
            2008
            
            
            2007
            
            
            2008General and
      administrative
            
            $
            8,017
            
            
            $
            30,665
            
            
            $
            14,848
            
            
            $
            46,467
            
            
            $
            131,726Other
    expense
            
            
            -
            
            
            
            -
            
            
            
            424
            
            
            
            0
            
            
            
            424Net loss
            
            $
            (8,017
            )
            
            $
            (30,665
            )
            
            $
            (15,272
            )
            
            $
            (46,467
            )
            
            $
            (132,150
            )Basic and
      dilutedNet loss per
      share
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )Weighted average
      commonshares
      outstanding
            
            
            63,048,273
            
            
            
            60,382,136
            
            
            
            62,864,549
            
            
            
            60,521,141




See Notes
to Unaudited Financial Statements


-4-







WRITERS' GROUP FILM
      CORP.[a development stage
      company]CONSOLIDATED STATEMENTS OF CASH
      FLOWS(unaudited)Six Months
      Ended
            
            
            9-Mar-07September
    30,
            
            
            (inception)
      through2008
            
            
            2007
            
            
            30-Sep-08CASH FLOWS FROM
      OPERATINGACTIVITIESNet loss
            
            $
            (15,272
            )
            
            $
            (46,467
            )
            
            $
            (132,150
            )Adjustments to
      reconcilenet loss to cash
      usedin operating
      activities:Stock issued for
      services
            
            
            1,720
            
            
            
            26,478
            
            
            
            84,748Changes in:Accounts
      Payable
            
            
            3,252
            
            
            
            -
            
            
            
            3,252Accounts
      Receivable
            
            
            424
            
            
            
            -
            
            
            
            -NET CASH USED IN OPERATING
      ACTIVITIES
            
            
            (9,876
            )
            
            
            (19,989
            )
            
            
            (44,150
            )CASH FLOWS FROM
      FINANCINGACTIVITIESPayments on notes payable to
      shareholders
            
            
            -
            
            
            
            (164
            )
            
            
            -Stock issued for
      cash
            
            
            5,300
            
            
            
            27,850
            
            
            
            40,150Contribution of
      Capital
            
            
            4,000
            
            
            
            -
            
            
            
            4,000Collection of subscription
      receivables
            
            
            -
            
            
            
            -NET CASH PROVIDED BY FINANCING
      ACTIVITIES
            
            
            9,300
            
            
            
            27,686
            
            
            
            44,150NET CHANGE IN
      CASH
            
            
            (576
            )
            
            
            7,697
            
            
            
            -Cash balance,
      beginning
            
            
            576
            
            
            
            2,977
            
            
            
            -Cash balance,
      ending
            
            $
            -
            
            
            $
            10,674
            
            
            $
            -CASH PAID
    FOR:Interest
            
            
            -
            
            
            
            -
            
            
            
            -Income
taxes
            
            
            -
            
            
            
            -
            
            
            
            -





See Notes
to Unaudited Financial Statements
 -5-





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 never generated revenues
since inception and is unlikely to generate earnings in the immediate or
foreseeable future. The continuation of Writers’ Group as a going concern is
dependent upon the continued financial support from its shareholders, the
ability of Writers’ Group to obtain necessary equity financing to continue
operations, and the attainment of profitable operations. As of September 30,
2008, Writers’ Group has accumulated losses of $132,150 since inception. 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.


-6-





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





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. One financier, for
example, verbally agreed to put $150,000 into an escrow account sometime during
our fiscal year 2009, pursuant to our plans to use that escrowed money to
attract a well-known actor, which we in turn expect to use to receive full
financing from a studio or larger production company. 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 September 30, 2008, is $0, and
the amount of negative working capital we have is ($3,252). 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 $1,000 from July-August
of 2008. Without an infusion of cash from the offering, management will likely
have to continue to contribute money to pay our expenses.





We have
never had any revenues and do not anticipate any in the next 12 months; we have
subsisted so far by capital contirbutions from our management and by selling
shares through our two private offerings and our public offering, which raised
for us a total of $40,150 in cash and $84,748 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 apply 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 in equity
or other 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 3⁄4 years – 5 3⁄4 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.


-7-





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 1⁄2 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.


-8-





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.





-9-


The
timeframe for completing this milestone depends upon how quickly we can achieve
financing; however, we anticipate starting this project in May 2009 and
marketing the finished product by September 2009. We project a cost of
$1,000,000 for this project, and anticipate paying for this project through a
future offering, equity line of credit 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 April, 2009, and spending
approximately $2,000 to produce and market it.





The
seventh milestone in our business plan is to apply 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
      due diligence paperwork to supplement our 15c2-11
  filing;


b)
            submit
      our due diligence materials to the NASD via a market
  maker;


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


d)
            upon
      approval for an unpriced quotation by the NASD, 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 six months. 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;




-10-


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





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 September 30, 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
second quarter of our current fiscal year 2009 that has materially affected, or
is reasonably likely to materially affect, our internal control over financial
reporting.


-11-




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 is
still ongoing as of July 1, 2008. This is 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 have
issued 10,000 shares in our initial public offering, raising $1,500 worth of
consulting services. Subsequent to the initial public offering, we issued an
additional 22,000 shares for $220 worth of consulting services at $0.01 per
share.





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.




Exhibits.





Financial
statements are included in the body of this report.





Exhibit
Index:




*
      Articles
              [incorporated
      by reference to Form 10-K filed on July 15, 2008]*
      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
              Exhibit
      (31)(i)*
      Section 1350 Certification
              Exhibit
      (32)








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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.








November
13,
2008                                                      By:





Tal L.
Kapelner, President








November
13,
2008                                                      By:
/s/ Ariella Kapelner





Ariella
Kapelner, Principal Financial Officer and Director














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