SUMMARY OF TERMS

 

OFFERING

  • UP TO 10 UNITS AT $100,000 PER UNIT

  • MINIMUM OFFERING: $500,000 (5 UNITS)

  • MAXIMUM OFFERING: $1,000,000 (10 UNITS)

AMOUNT

  • We are is hereby offering to sell to accredited and qualified investors, a minimum of 5 Units, and a maximum of 10 Units, at $100,000 Per Unit.

THESE ARE HIGHLY SPECULATIVE SECURITIES AND INVOLVE SUBSTANTIAL RISKS.

SEE “RISK FACTORS” DESCRIBED IN THE OFFERING MEMORANDUM.

PRIMARY TERMS

  • The Units will only be offered to accredited or otherwise qualified investors until we receive aggregate subscriptions in the amount of $500,000 to $1,000,000.

  • Payment for the Units is to be made in cash upon subscription.

  • If we have not received subscriptions for the Minimum Offering on or before August 1, 2022, we may extend this offering to a date no later than December 31, 2022.

  • The Offering, unless extended, will be terminated and all subscription funds promptly returned if the Minimum Offering is not subscribed on or before August 1, 2022.

  • Investors’ funds will be held in a segregated account, pending sale of the Minimum Offering.

  • Under no circumstances will the Minimum Offering be deemed to have been met by subscriptions that are subsequently rejected.

  • Except as required by the securities laws of certain states, subscriptions may not be withdrawn.

  • We reserve the right to withdraw this Offering at any time prior to the admission of members.

MEMBERS

  • The accredited and qualified investors whose subscriptions are accepted shall become members (together with other members, including Common Interest Members).

  • Each Unit will entitle the holder to obtain a membership interest.

  • We will admit accredited and qualified investors as members of Company upon acceptance of subscriptions for the Minimum Offering.

  • We will continue to offer and accept Units up to the Maximum Offering, and admit members until termination of this Offering.

  • All Members are subject to the terms and conditions of the Operating Agreement.

TYPE OF SECURITY:

  • Class B Units

NUMBER OF INTERESTS

TO BE ISSUED:

  • Up to 10 Units shall be issued to one or more investors in exchange for their subscription(s) of up to $1,000,000.

CONSIDERATION:

  • Cash

POST-FINANCING

INTERESTS:

  • We reserve the right to raise up to the maximum Subscription amounts, and/or to take on debt in its discretion.

  • There is no ability to know how long the production of the Picture will take place.

  • The intention of this agreement is that Class B investors will continue to receive Net Profits for so long as such profits are being generated by the specific Picture that is the subject of this Offering.

ALLOCATIONS AND DISTRIBUTIONS

  • Class B investors shall be entitled to recoup an amount equal to 100% of the amount of the Financing together with a fixed 15% premium.

  • Investor shall also be entitled to share in the Net Profits of the Picture.

  • Gross Receipts shall mean all non-refundable sums actually received by the LLC from the distribution, exhibition, and other exploitation of the Picture or any elements thereof.

  • 100% of all Gross Receipts shall be remitted to a collection account for the Picture managed by a Collection Account Manager (the “CAM”) pursuant to a collection account management agreement to be entered into by, among others, the CAM and Producer.

 
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