Above Water Productions Investment Package

INVESTMENT PACKAGE
For the Motion Picture Production & Film Fund Management Company

PLEASE NOTE. THE FOLLOWING BUSINESS PLAN IS A SUMMARY OF TERMS, WHICH IS INTENDED SOLELY TO SERVE AS A BASIS FOR FURTHER DISCUSSION
AND DOES NOT CONSTITUTE OFFICIAL TERMS OF ANY INVESTMENT, CREDIT, OR LOAN IN THE CORPORATION.

Above Water Productions, INC.
This packet contains the following: ABOVE WATER
PRODUCTIONS, Inc.
I.
COMPANY
OVERVIEW (3-4)

II. 1612 Ponce De Leon Ave.,
RISK FACTORS (5-6)
1st Floor San Juan, PR 00909
III.
PUERTO RICO AS A Jeanette Perez, CEO
PRODUCTION BASE Managing Member
(7) 787-560-5984
IV. pjeanetteperez@gmail.com
PRODUCTION &
DISTRIBUTION Jay Webb, COO
STRATEGY (8-9) Producer
732-610-8420
V. jaywebb71@gmail.com
A DIVERSIFIED
SLATE OF FILMS
(11-12)

VI.
MOTION PICTURE
INDUSTRY
OVERVIEW (13-14)

VII.
PROPOSED
INVESTMENT
TERMS SUMMARY
(15)

VIII.
MARKETS OF
REVENUE (16)

IX.
FINANCIALS (17-22)

X.
MANAGEMENT
(23)

XII.
REGULATION
(24)

XIII.
ADDITIONAL
INFORMATION (25)

A B O V E WAT E R P R O D U C T I O N S 1

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

ABOVE WATER remaining units thereafter by op-
PRODUCTIONS, INC. eration of law and the Company’s
charter.
Number of Units
Offered Hereby: 20 The Units are being offered by the
Price per Unit $100,000 Company on a `best efforts’ basis.
Minimum Aggregate Subscription All subscription payments will be
$100,000 deposited into a capital account
Maximum Aggregate Subscription established by the CEO of the Cor-
$2,000,000 poration. All checks shall be made
payable to: Above Water Produc-
Above Water Productions, Inc. (the tions, Inc. Capital Account.
“Company”), is a Puerto Rico Cor-
poration created for the purpose After at least One (1) Unit (the
of development, production, and “Minimum Subscription”) are sub-
financing of commercial motion scribed for, a closing may be held
pictures. as soon as practicable thereafter
and the funds held in the Capital
The Company is offering (“Offer- Account will be released to the
ing”) for sale to individuals and Company. Subsequent closings
entities (the “Investors”) a maxi- may be held after additional
mum of Twenty (20) shares (here- subscriptions are received, up to
inafter referred to as the “Units’’). the Maximum Subscription and at
See “Description of Units and the same unit price as the first unit
Terms of Offering.” Each Unit will sold.
be offered at a price of One Hun-
dred Thousand ($100,000) Dollars. THIS OFFERING INVOLVES A
This offering is subject to negotia- SUBSTANTIAL DEGREE OF RISK.
tions dependent upon the timing THE DATE OF THIS CONFIDEN-
and circumstances of the specific TIAL PRIVATE PLACEMENT
investment situation. However, the MEMORANDUM IS March 28th,
first unit issued at one particular 2011
price shall remain the price of the


COMPANY MISSION STATEMENT For all films on the slate, the Company will seek
to reduce risk by maximizing film tax credits and
Our mission is to develop and produce a subsidies, foreign pre-sales, product placement,
diversified slate of commercially viable, and taking in financial partners when appropri-
high quality film & entertainment products ate.
with low production costs that will provide
short-term return on capital and long term
THE CORPORATION
residual income to our investors.
Above Water Productions, INC., (the “Com-
EXECUTIVE SUMMARY pany”) is a Corporation that has
been created for the purpose of producing
Above Water Productions, Inc. is engaged in and distributing a diverse slate of motion
the financing, development and production pictures (“The Films”). Each Motion Picture
of a slate of motion picture films intended will have a separate LLC set up under Above
for domestic and foreign theatrical release, Water Productions, as to keep accurate books
as well as other non-theatrical venues. and accounting for potentially
distinct investors. The Company’s busi-
Theater chains, television outlets, online ness affairs and financial operations will be
video distributors, and Video on Demand managed by Jeanette Perez; The Company’s
require a pipeline of products available to productions operations will be managed Jay
supply their customers (the viewers). As Webb; and, the company’s creative manage-
such, they need to continuously acquire new ment will be handled by Vince Campanella
product to keep that pipeline filled, or go out and Jay Webb. In addition to the company’s
of business. In today’s world, with the tradi- production office and equipment, the major
tional theaters vying with television, online assets of the Company will be the Compa-
channels, cable services, satellite, and ny’s ownership of the Films. The Company
BluRay/DVD rental & sales, there is a very will
strong market for such independent films, as engage in the ownership, production, and
ours. exploitation of the Films, and will have a one
hundred (100%) Percent ownership interest
The Company will use the relationships of in each of the films.
its principals to maintain a steady flow
of material to consider. The Company con-
FEASIBILITY
stantly receives material and reserves the
right to change its slate based on the
The major asset of the Company will be in
commerciality of these submissions.
its ownership of the films produced and the
licensing rights thereof. The Company and
The Company will be seeking the sum of up
its Producers have created (and will create)
to $40 million in debt financing to
specific business plans and conduct market
complete 8 feature length films and 2 docu-
analyses for each feature film production
mentaries. The debt will be collateralized
venture. These film specific business plan
by each of the films produced by the Com-
presentations will include script synop-
pany. Of the $40 million, if all is raised
ses, production and marketing strategies,
simultaneously, $10 million will be set aside
cast and crew attachments and proposals,
as part of a revolving P&A fund (prints and
comparable film performances, and distribu-
ads) that will help guarantee that each of the
tion projections. The first two film business
Company’s films will be theatrically
plan presentations have been completed and
distributed. If only a portion of the funds are
approved by the Officers of the Company.
raised, between $8 million and $15 million,
The Company will utilize the expertise of
the company will produce the first 2 films on
its members, and hired production staff, to
the slate. In addition to setting aside funds
maximize the potential profit of each film
for P&A, the Company will also rollover
project. The Company will also strategically
revenue streams into its future film produc-
purchase assets that can be used repeatedly
tions. This is significant as theatrical dis-
on its film productions to keep budgets low,
tribution drives all other ancillary revenue
and to add to the company’s overall equity.
streams, including home video, pay/cable
television, free television, soundtrack albums
and merchandising.

RISK FACTORS
THE PURCHASE OF THE UNITS INVOLVES A HIGH DE- knowledge of the Company, or the persons associated with
GREE OF RISK AND, THEREFORE, SHOULD NOT BE PUR- the production of the Films, (such as delays caused by labor
CHASED BY ANYONE WHO CANNOT AFFORD THE LOSS disputes, illness, accidents, strikes, faulty equipment, death
OF HIS OR HER INVESTMENT. PROSPECTIVE INVESTORS or disability of key personnel, or bad weather). However, the
SHOULD CAREFULLY REVIEW AND CONSIDER THE FOL- Company will obtain customary production insurance for the
LOWING RISKS AS WELL AS THE OTHER Films and Completion Bonds which will protect the Company
INFORMATION SET FORTH HEREIN: against some of these risks.

Recently Organized Corporation Risks of Film Distribution
The Company will be a newly formed Corporation, and there- The success of any distribution activities will depend on a
fore has no history. The Company has minimal operating rev- number of factors over which the Company will have little or
enues and requires the net proceeds of this Offering to meet its no control. Even if all territories, both domestic and foreign, are
commitment to fund a portion of the Film. The likelihood of the sold, there can still be no assurance that the Films will succeed
success of the Company must be considered in light of the on an economic level. If the total production costs exceed the
problems, delays, risks, expenses and difficulties frequently total worldwide minimum guarantees or minimum advances,
encountered in connection with the establishment of a new there may not be sufficient funds to repay to the Investors the
enterprise, many of which may be beyond the Company’s con- amount of their investment in the Company. In addition, there
trol. The Company is subject to all of the risks inherent in the may be problems which could adversely affect the Company’s
creation of a new enterprise and the competitive environment ultimate profitability, including: public taste, which is unpre-
in which it will operate. While the Producers have substantial dictable and susceptible to change; competition for theaters;
experience in the motion picture industry, the Producers’ past competition with other films and other leisure activities; ad-
success is no indication of future success or the possible success vertising costs; uncertainty with respect to release dates; and
of this project. Furthermore, the Company has not yet conclud- the failure of other parties to fulfill their contractual obligations
ed the agreements for the employment of any of the persons to and other contingencies. Distribution agreements generally
be associated with the Film, including the distribution of the give a distributor significant flexibility in determining how a
Film. film will be exhibited. There can be no assurance that a distrib-
utor will not limit the Film’s run, limit the territories in which
Absence of Immediate Revenues the Film is exhibited, or otherwise fail to actively promote the
As revenues from the Films, if any, will not flow into the Com- Film. Any such action by the distributor could have a material
pany immediately, the Company will most likely incur signifi- adverse effect on the economic success of the Film and
cant operating losses in the first year of operations. Further- revenues received by the Company. In the event that the Film
more, no assurance can be made that an Investor will realize a is distributed in foreign countries, some or all of the revenues
substantial return on his or her investment, due to the risk fac- derived from such distribution may be subject to currency con-
tors below. trols and other restrictions, which would restrict the available
funds.
Risks of Film Production
The production of any motion picture involves a substantial Exposure to Worldwide Economic Conditions
degree of risk. The costs of producing a film may be increased It is intended that the Films will be sold to foreign and domes-
by reasons or factors beyond the control or present tic distributors for exhibition in their respective territories. Con-


sequently, the value of the Film’s rights as determined by such or otherwise dispose of the Units will be significantly limited
distributors would be dependent upon many factors including by the Act, the Company Bi-Laws, as well as state securities
the economic conditions in such distributor’s territory. Eco- laws and the regulations promulgated thereunder. Consequent-
nomic downturns, changes in the currency exchange rates and ly, if as a result of some change in circumstances arising from
changes in economic forecasts of any or all of the individual an event not presently contemplated, an Investor wishes to
territories may cause a material adverse effect to the Company. transfer some or all of his or her Units, such Investor may find
Even if distribution agreements are obtained for certain territo- such transfer difficult or impossible to effect. Investors should
ries, economic changes in any territory could affect the ability be able to afford the entire loss of their investment in the Com-
to complete any transaction. pany.

Competition Offering Price
All aspects of the motion picture industry are highly competi- The offering price of the Units has been determined by the
tive. The Company faces competition from “major” studios and Company, and currently bears no relationship to the Com-
other independent motion picture companies and television pany’s assets, book value, potential earnings, net worth or any
production companies, not only in attracting creative, business other recognized criteria of value. The offering price does, how-
and technical personnel for the production of films, but also in ever, bear a relation to the estimated costs of the Company’s
distributing the Film. The Film will encounter competition from commitment to the production and distribution of the Film.
other films and other types of public entertainment. The
competition faced by motion picture theaters for the public’s Tax Risks
leisure-time activities has increased in recent years because of It is the intent of the Company to file tax returns on behalf of
the expansion of the number of entertainment outlets Above Water Productions, Inc. as an S-Corporation; however,
such as cable and video. no ruling has been applied for from the Internal Revenue Ser-
vice that the Company will be treated as an S-Corp for federal
Dependence on Production Team income tax purposes.
The Company’s success will be largely dependent upon the
personal efforts of Evolving Productions and the other produc- THE FOREGOING ANALYSIS IS NOT INTENDED AS A SUB-
ers and professionals hired for the Film. The loss of the services STITUTE FOR CAREFUL TAX PLANNING. THE TAX MAT-
of any of these professionals will have a material adverse effect TERS RELATING TO THE COMPANY AND THE TRANS-
on the Company. If any one of these other individuals should ACTIONS DESCRIBED HEREIN ARE COMPLEX AND ARE
become incapacitated or otherwise unavailable, a qualified suc- SUBJECT TO VARYING INTERPRETATIONS. MOREOVER,
cessor would have to be engaged. There can be no assurance THE EFFECT OF EXISTING INCOME TAX LAWS AND POS-
that such a qualified successor could be obtained, or if ob- SIBLE CHANGES IN SUCH LAWS WILL VARY WITH THE
tained, on the same or similar terms and conditions. PARTICULAR CIRCUMSTANCES OF EACH INVESTOR.
EACH PROSPECTIVE INVESTOR SHOULD CONSULT WITH
Limited Transferability of Units; Lack of Trading Market AND RELY ON HIS OR HER OWN ADVISORS WITH RE-
Investors must be aware of the long-term nature of their invest- SPECT TO THE POSSIBLE TAX CONSEQUENCES, INCLUD-
ment and be able to bear the economic risks of their investment ING RISKS AND ADVANTAGES (FEDERAL, STATE AND
for an indefinite period of time. No trading market exists for LOCAL) OF AN INVESTMENT IN THE COMPANY, AND,
the Units and none is expected to develop. None of the Units IN THAT REGARD, EACH SUCH PROSPECTIVE INVESTOR
have been registered under the Act, or under the securities laws SHOULD NOT RELY ON ANY TAX INFORMATION HEREIN
of any state. The right of any purchaser to sell, transfer, pledge CONTAINED.


PUERTO RICO AS A PRODUCTION BASE
The Company has developed a slate of films that can be com- Tax Credit Program:
pletely accommodatedby shooting in Puerto Rico. Along with - Producers of each film will be required contractually to spend
the attraction of its fiscal autonomy, our research has shown over the needed
that the locations available there are ideally suited for our 50% of the production budget in Puerto Rico for each of the
production demands. The country has a beautiful year-round films.
climate; Beaches, waterfalls, parks,
jungles, caves, picturesque cities, and other natural land- - The Production will maximize their qualifying expenditures,
scapes offer various backdrops fulfilling many of our location hiring local crew, talent, and renting equipment from local
requirements. The Puerto Rican government is indeed very companies whenever possible.
film-friendly, and even offers certain locations free of charge to
promote the industry’s growth. Puerto Rico also offers experi- - This 40% tax credit (35% net after credit buyers discount) will
enced film crews and equipment significantly effect the payback schedule, & creates an even
availability, as many independent and studio films have mi- more secure investment.
grated to Puerto Rico to take - Producers will also take advantage of the government tax
advantage of their tax incentives. waiver on hotel accommodations for crew and talent.

TAX INCENTIVES - Local Unit Production Manager will be hired to assist in the
creation of a Puerto Rico Budget, as well as ensure a successful
tax credit application.
The Company plans to take full advantage of Puerto Rico’s 40%


PRODUCTION STRATEGY
The Company will produce its Motion Pictures at a cost far Tom Berenger and Busta Rhymes and boasts a modest final
lower than if the films were being produced by studios. The budget of approximately $2.7
companies and producers that are associated with Above Water million. The film has the production value and big budget feel
Productions all have a significant track record of completing of a movie with at least four times the budget.
films on time and under budget. Keeping budgets low and
production value high is the key to lowering On top of the “more bang for the buck” production strategy
the risk of an independent film investment. Above Water Pro- and the advantages discussed by shooting in Puerto Rico, the
ductions will achieve this by minimizing talent, locations, and Company will also be increasing potential IRR and decreasing
crew expenses, while taking full advantage of tax risk by diversifying the company’s invesment into many films.
incentives and production discounts offered through producer Diversifying a slate of films manages the risk portfolio of the
connections. company, but more importantly increases the chance of a “Hit”
Independent Film (i.e. SlumDog Millionaire,
Big name talent will typically work at discounted rates for Crash, Juno, Sideways, etc.). The profits of a box office hit can
independent film companies, especially if the subject matter be astronomical, and this is the main reason that many inves-
resonates with them. For example, the film “Chumley” and its tors find independent film investment an intriguing
portrayal of Autism will be of personal interest to many popu- proposition. By selecting intriguing screenplays, and keeping
lar actors for many humanitarian and philanthropic reasons. production costs low, the principals can effectively increase the
The last film created by producers and principals in the Com- overall profitability of the Company.
pany, “Breaking Point” (released by LionsGate in 2010) stars


DISTRIBUTION STRATEGY
Domestic Distribution Foreign Distribution

The Company’s principals and associated producers, as well Above Water Principals also have strong partnerships with
as the currently attached co-production company, Evolving many foreign sales agencies, and some of the attached pro-
Productions, have strong existing relationships with studios, ducers have personal experience in foreign sales.
distribution companies, and foreign sales agents. The Foreign Sales Agencies are focusing their film sales efforts
Company will use these connections to negotiate the most lu- more and more on one specific genre, so the Company will
crative deal with the best fitting distribution partner for each look to specific sales agents depending on the genre
film. The Company will also allot P&A (Prints & Ads) bud- type of the film:
gets for each film, resulting in a guarantee that the film will
be released theatrically. P&A funds held by the company also Elephant Eye Films: Specializes in Art house, and gritty
assist in the negotiation process, as percentage deals with stu- independent films. Elephant Eye Films, and president Dave
dios and distribution companies rise significantly when the Robinson, have been greatly successful in the foreign sales
distribution company is not fronting the entire P&A budget. market. Most notably, Elephant Eye secured the foreign sales
rights to the Oscar Nominated Independent Hit Film, “Pre-
- LionsGate Films released Evolving Production’s last film, cious”.
“Breaking Point”, domestically on DVD. Principals, produc-
ers, and the director attached to the first film on the Slate, ContentFilm: This Foreign Sales Agency is one of the larger
“Chumley”, successfully collaborated on “Breaking Point”. established companies. While its slate does reach across mul-
Crew familiarity will surely save time and money. From this tiple genres, Content has had great success in the family film
collaboration, the Company now has direct contact to this genre. Above Water Productions associated producers have
powerhouse distribution company for the prospective release utilized ContentFilm successfully for past film sales. Other
of all Above Water films. foreign sales agencies that 8 producers have built relation-
ships with include: Galloping Films, Fabrication Films, and
-Peace Arch Entertainment, another tight connection to the Voltage Pictures.
company, owns one of the largest libraries of top quality
independent feature films in the world, featuring more than Many times the foreign revenue for an independent film will
500 classic and contemporary titles. Principals and Producers exceed the income generated from the domestic release. Each
also have relationships with executives at Warner Bros., Mil- individual foreign market is changing rapidly, so having the
lennium Pictures, CBS Films, Fox, Overture Films, and many right foreign sales team is very important to the financial suc-
others. cess of an independent film


ABOVE WATER SLATE OF FILMS (1ST 6 FILMS)
The Slate is diversified throughout 3 genre types multiple films across these genre types will di-
that allow for reasonable budgets and potentially versify the production company, and will greatly
high returns. Family Comedies/Adventure Films, reduce the associated risk of investment. The slate
Grit ty Art house Dramas, and Documentaries are is subject to change and will grow, as producers
three genre types that have seen great success on an are currently searching for unique screenplays and
independent level (while maintaining reasonable novels that fit into Above Water’s strict vision and
budgets). These types of films do not require huge guidelines that can also be effectively produced in
expenses for effects, locations, or high priced talent. Puerto Rico.
Acquiring unique screenplays and producing

1. Chumley (2011) 2. In a Moment’s Time (2011) 3. Roxy’s Town (2012)

BUDGET: $4.42 Million BUDGET: $3.2 Million BUDGET: $5.5 Million

Production Notes: Chumley will be the Production Notes: A Mix between Crash Production Notes: The screenplay is
first film to be produced in the Above and American Beauty, this visually based largely in Puerto Rico. Roxy
Water Slate of Films. Full Production striking gritty Indie drama is extremely Town a gripping story, and is a Gritty
will be shot in Puerto Rico, and will be unique in script and style. Producers an- Independent Crime Drama similar to
co-produced by Evolving Productions. ticipate critical acclaim and great festival Breaking Point, producers last feature.
success.
Brief Synopsis: A nine year old autistic Brief Synopsis: After being an abused
boy named Tristen, and his extraordi- Brief Synopsis: Accentuated by a psychot- child in a crystal meth home, Roxy
nary relationship with a Sea Lion pup. ic hostage situation and a painfully real Towsend was thankfully taken away by
When the sea lion, Chumley, is kid- love story between two foreign restau- an opposing gang member to be hidden
napped to be used as a part of diabolical rant workers, In a Moments Time viv- and raised by a special forces military
scheme, Tristen and his family will idly paints the tales of ordinary people sergeant in Puerto Rico. A trained killing
stop at nothing to uncover the kidnap- who experience moments in which time machine by the time she went off to
pers and bring them to justice. ceases to exist. college, Roxy was well prepared when
her family’s past caught up to her.
Director: Jeff Celentano / Producers: Director: In Talks with Zak Mulligan
Vince Campanella, Jay Webb, Sylvia (winner of SunDance award for excel- Producers: Vince Campanella, Sylvia
Caminer lence in cinematography, 2010) Caminer, Jeanette Perez
Producers: Jordan Woolley, Jay Webb

A B O V E WAT E R P R O D U C T I O N S 1 1

Artwork
Coming Soon

4. Operation High Jump 5. Sumeria (2013) 6. Mom in the Hood (2013)
Documentary (2012) (Early development phase) (Early development phase)

BUDGET: $1.2 Million Production Notes: Production Notes:
This epic trilogy is being written by This family adventure/comedy will fit
Production Notes: The Company has renowned MIT scientist, Biju Perekaden. nicely in with the production slate. It’s
rights and access to reels of unseen Producers and writers are currently marketing campaign will be toward a
16mm film that was taken by the U.S. writing the screenplays, and will be more urban demographic, further diver-
military of certain expeditions to modifying so the majority sifying the Above Water slate of films.
Antarctica. can be shot in Puerto Rico.
Brief Synopsis:
Brief Synopsis: Admiral Byrd’s expedi- Brief Synopsis: A struggling single white mother stum-
tions to Antarctica were meant for What would happen to society and the bles upon a unique job opportunity. Her
military testing in extreme weather world if there was a cure for all diseases? life would change when she is randomly
conditions, but after a closer look there Follow the lives of three men’s paths hired by popular rap group’s manager in
may have been more to it than meets the who were integral in the discovery of the order to teach them proper manners and
eye. cure, and how it effected their lives, and etiquette before a dinner at the White
the world around them. House. Hilarious situational comedy
Historians/Specialists: Bellmore Brown, and the breaking of racial boundaries
Eddie Perez ensue as the two sides come learn and
appreciate each other.
Producers: Vince Campanella, Jay Webb


THE MOTION PICTURE INDUSTRY
The production of a motion picture tradi- Sources of financing include the major DISTRIBUTION
tionally takes place in four stages: film studios, commercial or private
development and finance, pre-pro- lending institutions, private investors, Foreign and domestic distribution rights
duction, principal photography and publicly or privately raised pools of film for films are sold in organized film
post-production. The following general investment capital, pre-sales of ancillary markets such as the American Film
description is intended to provide a basic rights, as well as guarantees for United Market (AFM), MIFED, Cannes, MIP-
overview of the industry to aid a poten- States theatrical distribution rights. COM and MIP 10 Asia. At these markets,
tial financer in evaluating the merits and domestic and foreign distributors buy
risks of financing the Company. The mo- Pre-Production. If it is determined that a film rights to exhibit films in the 47 sepa-
tion picture industry is a highly complex screenplay has the potential for a rate worldwide territories, including the
and competitive business involving both commercial motion picture, the pre-pro- United States and Canada. These
creative and commercial considerations. duction phase will commence. Activities distributors typically purchase such film
The industry consists of two principal during this phase include hiring key rights from sales agents, or in some cases,
activities: production, which involves personnel (including the director, prin- from production companies.
the development, financing and produc- cipal cast, and production personnel),
tion of motion pictures, and distribu- determining production locations and Domestic Theatrical Distribution. Theatri-
tion, which involves the promotion and shooting schedules, creating a “story cal distribution and marketing of mo-
exploitation of completed motion pic- hoard’” for the screenplay, revising the tion pictures involves licensing the right
tures in a variety of media. Each entity screenplay, developing a detailed budget, to exhibit motion pictures on a rental
involved in motion picture production and completing the financing. Principal basis to theaters, the creation and dis-
and distribution is a separate business Photography. Principal photography semination of advertising and publicity,
venture, with its own management and consists of the actual filming of a accounting, billing, credit and collection,
personnel, its own budgetary constraints, motion picture. the manufacture, inspection and dis-
and its own method of producing or semination of prints used in exhibition,
exploiting motion pictures. Post-Production. During the post-produc- and the maintenance, delivery, storage,
tion stage, the picture is edited, music inspection and repair of such prints.
PRODUCTION and sound effects are synchronized with Generally, distributors and exhibitors
the picture, special effects are added, and (theater owners) will enter into agree-
Development and Finance. Typically in the the picture is brought to a completed ments whereby the exhibitor retains a
development stage, a producer will form known as an “answer print”. portion of the “gross box office receipts,”
acquire the motion picture rights, or an which are the admissions paid at the box
option on such rights, to a literary prop- office. The balance (“gross film rentals”)
erty. At this point, the producer must is remitted to the distributor. Frequently,
secure financing for the picture. exhibitors and distributors must negoti-


ate as to the appropriate percentage to include rights granted to cable, direct (III) ANCILLARY RIGHTS. In addition
be remitted to the distributor, which may broadcast satellite, microwave and other to the distribution media and markets
delay payment of the gross film rental to services paid for by subscribers. The described above, the owner of a film usu-
the distributor. right to license a picture to the television ally licenses the right to non-theatrical
markets may be granted to domestic or uses to distributors who in turn make the
Foreign Theatrical Distribution. Foreign foreign theatrical distributors. Television film available to airlines, hotels, schools,
theatrical distribution rights may be rights are generally licensed first to pay oil rigs, public libraries, prisons, com-
licensed along with domestic theatrical television, such as HBO, Cinemax and munity groups, the armed forces, ships
rights or may be licensed on a territory- Showtime, for an exclusive exhibition at sea and others, as well as the right to
byterritory basis. In the latter case, the period approximatly 12 to 18 months license the performance of musical works
owner of the film usually receives an ad- after their initial theatrical release; there- and sound recordings embodied in a
vance, or “minimum guarantee,” against after to broadcast network television for motion picture, including public per-
a negotiated percentage of gross film a specified number of runs during an formance and sheet music publication.
rentals from each territory. The owner exclusive exhibition period, usually 24 Rights may be licensed to merchandisers
generally does not receive any share of to 36 months after the initial theatrical for the manufacture of products such as
the foreign gross film rental until the for- release of the motion picture; then to pay video games, toys, T-shirts, posters and
eign distributor’s fees and expenses are television again; and finally syndicated other merchandise. Rights may also be
recovered and the advance recouped. to independent stations (approximately licensed for novelization of the screen-
42 to 84 months after the initial theatrical play and other related book publica-
Foreign and Domestic Ancillary Markets. release). The number of television broad- tions. The entertainment business, in
Due to the increase in revenues from casters in Europe is currently expanding, general, and the motion picture industry,
cable/pay television, home video and purchasing American made movies as in particular, are undergoing significant
other ancillary markets, domestic theatri- their first consideration. changes. Alternative forms of filmed
cal exhibition has accounted for a declin- entertainment have become available,
ing percentage of the income earned by (II) DVD/VOD/HOME VIDEO. A mo- including expanded pay and basic cable
the majority of films tion picture typically becomes available television, pay-per-view programming,
on home video for purchase or rental by Internet and home entertainment equip-
(I) TELEVISION. In the United States, consumers approximately 3 months ment. Recognizing the most recent
broadcast rights are granted to networks after its initial theatrical release. The technological developments and shift-
such as NBC, ABC, CBS, or Fox for markets are currently shifting slightly, ing consumer tastes, it is not possible to
exhibition by all the network’s affiliates. but video on demand is becoming very predict what effect these changes will
Syndicated rights include rights granted popular and has been filling in for the de- have on the potential overall revenue for
to individual local television stations or cline of the DVD rental marketplace. feature-length motion pictures.
groups of stations. Pay television rights


PROPOSED INVESTMENT For the investment of Two Million ($2,000,000) Dollars, the
Investor(s) will be awarded 20 shares (20% ownership) in
the company.

TERMS SUMMARY 1 share = One Hundred Thousand ($100,000) US Dollars
The Investor(s) will also receive dividend payments based
on an internal algorithm that is based on performance,
after investment principal and/or bank financing is paid
completely. This offering is subject to negotiations depen-
dent upon the timing and circumstances of the specific
investment situation. However, the first unit issued at one
particular price shall remain the price of the remaining
units thereafter by operation of
law and the Company’s charter.

COMPANY STRUCTURE & OPERATIONS
Above Water Productions, INC. (The Control of the production, distribution Officer(s) and Producers in individual
Company) will be the parent Corporation and exploitation of the Films and the capacity have reserved the right to
for all film productions, and will be oper- daily operations of the Company will perform any services which a third
ated by its officers. The Officers of Above remain exclusively with Above Water person might have performed for the
Water Productions, Inc. will be Ms. Productions. It is also understood that Company, including without limitation,
Jeanette Perez, Chief Executive Officer, the co-production company, Evolving serving as producer, director and sales
Jay Webb, Chief Operating Officer, and Productions, will play a primary role in agent for the Film. In such event, the
Mr. Vince Campanella, President. The the day-to-day operations of Pre-produc- Officers and/or Producer(s) may receive
officers will control all of the Company’s tion, Production, and Postproduction the reasonable compensation for said
operations, manage its affairs, and make of the films it produces. The Company services that the third person would have
the decisions on its behalf. The Company will rely on the expertise of this entity received for said services.
will maintain a principal bank account, until all aspects of production are met
and then establish separate capital with the highest of quality and concern. SHAREHOLDERS REVENUES
accounts for the funding and receipt of
revenues for each film. Sole-purpose The Officers will provide all executive, Each of the shareholders in the company
LLCs will be organized for each film pro- supervisory, and administrative services will be entitled to all revenues due to the
duction, thereby keeping the accounting for each subordinate Limited Liability company, secondary to any debt financ-
organized and transparent, and keeping Companys’ operations and will enter into ing payments and less accounting and
cash flow appropriated correctly. all contracts necessary for the produc- operational expenses.
tion and distribution of the Films. The


MARKETS OF REVENUE
After a picture is completed, it will be nancially successful. There are numerous Ancillary Markets (foreign & domestic)
ready to be licensed for domestic the- legitimate strategies regarding a theatri- Ancillary Markets are changing and ex-
atrical exhibition, domestic cable/pay cal release for an independent film. That panding everyday, with the introduction
television, network television, syndicated being said, producers plan on at least a of internet television, and internet movie
television (i.e., local television stations), limited theatrical release for each of the downloading and streaming through
foreign theatrical exhibition, foreign films in the slate. Each past film pro- companies like iTunes and Netflix. Pro-
cable/pay, domestic and foreign home duced by the films co-production com- ducers will hold onto all rights to media
video markets, and other sources, such as pany has secured a theatrical release. that may become developed in the future
music rights, airline and other non-theat- when at all possible. There are times
rical exhibition and various merchandis- Foreign Box Office & Acquisitions – In when deal terms dictate the selling of
ing rights (The sale of Merchandising recent years, Foreign Theatrical distribu- certain ancillary rights to different
rights are expected to generate significant tion has been a large source of revenue distributors in certain territories as well.
revenues for “Chumley” and other Fam- to United States filmmakers. Foreign Current ancillary markets of revenue
ily Films within the slate) Advances may account for more than include:
50% of an independent films Revenue.
Producers and Sales Agents will combine The recent opening of liberalism abroad, - Cable TV, and Pay TV
efforts to fully exploit all rights for each has paved the way for American prod- -Home Video, DVD, & VOD
form of media in every territory, foreign ucts to reach the overseas market, which -Television Syndication & Internet
or domestic: were never available before. The foreign -Soundtrack and Music Rights
market is hungry for American products, -Book/ Publishing, and Merchandising
US Box Office - Domestic Theatrical Sales in particular, any product that deals with Rights
represent the largest potential revenue, the American entertainment industry.
but are not necessary for a film to be fi-


CASH FLOW (INDUSTRY OVERVIEW)
In making a film, cash outflows lasts about 6 months, with all cash
occur well in advance of returns. revenues from this market
This is due to the significant costs occurring in that time period. The
of producing and distributing a network television market follows
film and the fact that such costs the pay television market. Inflows
are usually incurred at the initial from network television can last
phase of film production. Cash from the 25th month to the 60th
revenues are derived separately month. Approximately eighty
from each market in which the percent (80%) of the revenues are
film has been released. The rev- received between months 25 and
enues from release of the film in 48, with the remaining twenty
the domestic theatrical market (if percent (20%) being collected over
applicable) typically begin when the last year. Traditionally, the final
the distribution contract is closed market to be exploited is world-
(the advance, if any, is paid at this wide television syndication, which
time) and typically continue for commences after the network
approximately eighteen months af- television market. This market
ter the theatrical release of the film. typically lasts between 61 and 96
Approximately eighty percent months, with most, approximately
(80%) of the theatrical revenues are seventy percent (70%), of the rev-
received within the first 12 months enues occurring between months
of release. For the home video 61 and 84.
market, revenues begin about 6
months after the theatrical release The above is a synopsis of rev-
of the film and continue for up to enue patterns based on industry
24 months. standards in the various markets
in which films are exhibited and
The pay television market opens no representation is made that the
up approximately 12 months after revenues for the Film will conform
domestic theatrical release and to the pattern discussed herein.

On the following pages are summarized initial accounting documents: the
Opening Balance sheet, as well as projected P&L statement. The Projected
Worldwide Advances are included, and the budgets for each of the first two films
are attached (In hard copy version please reference the “Film Budgets” section.
In digital version each budget will be made as an attachment and will be named
accordingly)


EXPENSE PROJECTIONS
Below are the Company’s projected expenses and expendi- Film 1 (Chumley-Budget attached) 4,423,338
ture phases for Year One operations, detailing timeline of Distribution (P&A Allowance) 1,000,000
cash needs for the Company. The distribution budgets are Film 2 (In a Moment’s Time-Budget attached) 3,217,619
allowances, as these budgets will be created or designed Distribution (P&A Allowance) 300,000
dependent on the distribution deal that is struck. The distri- 2 years Working Capital/Co. Payroll/
bution budget may fluctuate, as the production has a goal Purchases/Loan Payments 1,900,000
to shoot both films under the projected budgets, These P&A
budgets also act as additional insurance and contingency in Total Expenses $10,840,957
case of extreme circumstances.

PHASE 1 – ADVANCES (5 weeks) Amount: $1.56M Above Water Productions company and the producers
Start Date: Immediate Summary: Principal pho- Slate of Films. In a Moment’s of the film will begin nego-
Amount: $2.4 Million tography is when the bulk Time is a festival style film, tiations with distributors,
($2,400,000) US Dollars of money is spent for crew, and dailies submissions to focusing first on the sale of
Summary: The Company rentals, locations and trans- festival representatives will domestic rights for the film
requires this initial capital in portation. The volatile, time begin toward the end of “Chumley”.
order to secure crew, talent, sensitive nature of this phase principal photography.
and additional producers for of production is also when
both films. Due to the strict built in budget contingencies PHASE 6:
timelines, and restricted may be used. POST PRODUCTION -
schedules of high end crew In a Moments Time
and talent, these immediate PHASE 4 – TRANSITION - Start Date: October 3rd
funds are critical. Chumley Post Production / Amount: $300,000 US Dollars
Moment’s Time Pre Produc- Summary: In a Moment’s
PHASE 2 - tion Start Date July 24th Time will have a slightly
PRE PRODUCTION – Amount: $1.18M (830K Mo- larger post-production budget The final fund necessary will be
Chumley / Asset Acquisition ment’s Prepro / 350K Chum- in proportion to its overall 750k in working capital for the
Start Date: May 1st, 2011 ley Post Production ) budget. The film has some Company’s second year
Amount: $1.895M (1.12M – Summary: AWP Officers will specific post-production of operations. These phases will
film preproduction, 375K - 6 coordinate the transition services necessary due to the be repeated in some fashion the
months working capital, 400k phase, with priority on the films style and the slow mo- following year, for one
in equipment and office pur- beginning of pre-production tion effects. or more of the future films on the
chases) for the 2nd film on the slate. slate (dependent on revised loan
Summary: Preproduction will The post production phase of PHASE 7: DISTRIBUTION payback schedules,
begin on May 1st. Full crew any film production is a more PHASE BEGINS and revenue generated and pro-
will be hired and begin work controllable environment, and Start Date: November 1st jections that will be recalculated
at varying start dates is allotted 12-16 weeks to be Amount: $1.675M US Dollars on March 1st, 2012)
throughout pre production. complete. (1,000,000 Allowance for
The Company will also make Chumley / 300k Allowance for
the bulk of its asset purchases, PHASE 5 – PRINCIPAL PHO- IAMT / 375K for next 6
including production office TOGRAPHY - months of working capital)
space and production equip- In a Moment’s Time Summary: Once a cut of the
ment. Start Date: August 28th film is complete, the editor,
Amount: $1.18M director, and producers will
PHASE 3 – PRINCIPAL Summary: Commencement of decide on a final cut, based on
PHOTOGRAPHY - Chumley Principal Photography of the focus group screenings of the
Start Date: June 19th, 2011 Second feature film under film. Officers of the


INITIAL FINANCIAL STATEMENTS

DUE TO THE VARIABLE NATURE OF BOX OFFICE REVENUE AND RESULTING RESIDUALS, THIS
P&L STATEMENT IS BASED SOLELY ON PROJECTED ADVANCES FROM DISTRIBUTORS.

Above Water Productions, Inc
Statement of Operations (Projected)
For the period April 1, 2011 through December 31, 2011
and the years ended December 31, 2012 & 2013

12/31/11 12/31/12 12/31/13
Domestic theatrical sales $2,000,000 $- $-
Foreign sales - Advances (Chumley) - 1,522,500 3,045,000
Foreign sales – Advances (In a Moments Time) - 637,777 2,232,223
Sale of tax credits - 1,750,000 -
Merchandising rights - 1,750,000 -
Total Revenue 2,000,000 5,660,277 5,277,223

Production costs 7,640,957 - -
Distribution - 1,300,000 -
Administrative expenses 193,500 258,000 64,500
Equipment 300,000 - -
Total operating expenses 8,134,457 1,558,000 64,500

Operating income/(loss) (6,134,457) 4,102,277 5,212,723

Interest expense
(calculated at 5%) 405,000 540,000 135,000

Net income/(loss) $(6,539,457) $3,562,277 $5,077,723

*Initial payout schedules (12-18 months) for each film detailing the projected territories’ advances are included within the specific business plan
for that film. Further detailed supporting documents are available upon request regarding income projections.


INITIAL SALES BY REGION
The chart on the following pages displays projected initial approached by producers. These specific projections have been
sales by region, they do not include projected royalties from compiled using an aggregate average of recent sales projections
theatrical, DVD, merchandising or other media. These expected by associates, combined with data from foreign sales compa-
sales are dependent on the cast that is acquired by the pro- nies for films that are similar in cast, budget, and style. These
ducers, and are reflective of the prospective cast that will be are all mid range projections, and are not guarantees.

Chumley In a Moments Time Combined Advances

North America 2,000,000.00 1,000,000.00 3,000,000.00

Asia
Japan 140,000.00 75,000.00 215,000.00
Korea 80,000.00 55,000.00 135,000.00
Australia 150,000.00 50,000.00 200,000.00
Malaysia 45,000.00 3 5,000.00 80,000.00
Thailand 60,000.00 35,000.00 95,000.00
The Philippines 70,000.00 40,000.00 110,000.00
China 60,000.00 45,000.00 105,000.00
Taiwan 120,000.00 60,000.00 180,000.00
Singapore 20,000.00 15,000.00 35,000.00
Hong Kong 50,000.00 40,000.00 90,000.00
Indonesia 40,000.00 30,000.00 70,000.00
India 60,000.00 40,000.00 100,000.00
Pakistan 0 0 0.00
ASIA TOTAL 895,000.00 520,000.00 1,415,000.00

Europe
Germany 500,000.00 350,000.00 850,000.00
France 360,000.00 250,000.00 610,000.00
United Kingdom 400,000.00 200,000.00 600,000.00
Spain 275,000.00 165,000.00 440,000.00
Italy 450,000.00 300,000.00 750,000.00
Greece 85,000.00 55,000.00 140,000.00
Portugal 50,000.00 22,500.00 72,500.00
Scandinavia 110,000.00 55,000.00 165,000.00
Switzerland 90,000.00 65,000.00 155,000.00
Benelux 150,000.00 125,000.00 275,000.00
Turkey 70,000.00 45,000.00 115,000.00
Russia 175,000.00 125,000.00 300,000.00
EUROPE TOTAL 2,715,000.00 1,757,500.00 4,472,500.00


The following is a projection of Returns for specific theatrical performances of the first two films on the Above Water Productions slate of films.
These projected performances are highly dependent on specific deal terms and a Distributor’s P&A contribution. Distribution Agreements are very complex,
and all terms are negotiated. The producers have used industry standards on revenue sharing structures and recent market data in order to illustrate this example.
Upon completion of the films, Producers may also encoutner multiple scenarios whereas different distribution approaches will be the most lucrative.

AWP - PROJECTED DOMESTIC RETURNS BASED ON THEATRICAL PERFORMANCE
Chumley In a Moment's Time
Expected Domestic Advance 2,000,000 1,000,000
P&A Monies expended by Distributors 10,000,000 5,000,000
Total Advances and P&A to be recovered by Distributor 12,000,000 6,000,000

DOMESTIC REVENUES

Theatrical Returns
Domestic Box Office Returns 50,000,000 20,000,000
Cinema Share of Box Office 65% 32,500,000 13,000,000
Net Box Office (to Distributor) 35% 17,500,000 7,000,000
Distribution Fee (Distributor Fee) 25% 4,375,000 1,750,000
Net Theatrical Revenues 13,125,000 5,250,000
Advance/P&A revovery by Distributor 12,000,000 5,250,000
Remaining Advance/P&A to be recovered by Distributor 0 750,000
Net Theatrical Profits 1,125,000 0
Distributor Theatrical Profit Share (40%) 450,000 0
Producer/Picture (AWP) Theatrical Profit Share (60%) 675,000 0

DVD Returns
Retail DVD/VOD Revenues (Direct Sales and Rentals) ** 45% 22,500,000 9,000,000
Wholesale DVD Revenues (to Distributor) 50% 11,250,000 4,500,000
Distribution Fees (Video Distributor Fees) 25% 2,812,500 1,125,000
Net DVD Revenues 8,437,500 3,375,000
Advance and P&A by Distributor 0 750,000
Remaining Advances and P&A to be recovered by Distributor 0 0
Net DVD Profits 8,437,500 2,625,000
Distributor DVD Profit Share 25% 2,109,375 918,750
Producer/Picture (AWP) Profit Share 75% 6,328,125 1,706,250

TV Returns
Gross TV Revenues (sales to Pay, Basic Cable, and Free TV) 10% 5,000,000 2,000,000
Distribtion Fee (Distributor Fee) 25% 1,250,000 500,000
Advance and P&A recovery by Distributor 0 0
Remaining Advances and P&A recovery by Distributor 0 0
Net TV Profits 3,750,000 1,500,000
Distributor TV Profit Share 30% 1,125,000 450,000
Producer/Picture (AWP) TV Profit Share 70% 2,625,000 1,050,000

Ancillary Revenues
Gross Ancillary Revenues (sales to airlines and other anc. outlets) 5% 2,500,000 1,000,000
Distribution Fee (Distributor Fee) 25% 625000 250000
Advance and P&A recovery by Distributor 0 0
Net Ancillary Profits 1,875,000 750,000
Distributor Ancillary Profit Share 25% 468,750 187,500
Producer/Picture (AWP) Anicllary Profit Share 75% 1,406,250 562,500

Domestic Picture Revenues
Gross Domestic Advances (from Distributor prior to release) 2,000,000 1,000,000
Theatrical Profits 675,000 0
DVD Profits 6,328,125 1,706,250
TV Profits 2,625,000 1,050,000
Ancillary Profits 1,406,250 562,500
Total Net Domestic Pricture Revenues $13,034,375 $4,318,750

Projected Advances for International Territories $4,567,500 $2,870,000
Total Revenue
Total Projected Picture Revenues under scenario $17,601,875 $7,188,750 $24,790,625

Assumptions
1. ** 45% was the approx. average percentage of DVD revenues in correlation to a film's US box office revenue in the year 2010.
2. This scenario assumes one distributor for all domestic rights.
3. - The following projection does not account for P&A monies that AWP will have available to contribute to the films' distribution.
Producers contribution greatly effects the profit sharing in favor of the producer. The P&A capital on hand will make it a viable option
for AWP to distribute the film itself if distribution offers are less favorable. This will decrease box office #s, but eliminate distribution fees.

INITIAL SALES BY REGION CONTINUED

Chumley In a Moments Time Combined Advances

Eastern Europe
Poland 47,500.00 37,500.00 85,000.00
Czech Republic 50,000.00 35,000.00 85,000.00
Hungary 35,000.00 20,000.00 55,000.00
Romania 45,000.00 30,000.00 75,000.00
Bulgaria 17,500.00 10,000.00 27,500.00
Ex-Yugoslavia 20,000.00 10,000.00 30,000.00
Eastern Europe Total
215,000.00 142,500.00
357,500.00

Latin America
Mexico 150,000.00 90,000.00 240,000.00
Argentina 60,000.00 40,000.00 100,000.00
Brazil 80,000.00 55,000.00 135,000.00
Central America 20,000.00 15,000.00 35,000.00
Columbia 30,000.00 15,000.00 45,000.00
Venezuela 20,000.00 15,000.00 35,000.00
Peru 7,500.00 5,000.00 12,500.00
Ecuador 7,500.00 5,000.00 12,500.00
Bolivia 7,500.00 5,000.00 12,500.00
Latin America Pay TV 160,000.00 100,000.00 260,000.00
LATIN AMERICA TOTAL 542,500.00 345,000.00 887,500.00

Other
Israel 65,000.00 40,000.00 105,000.00
Middle East 85,000.00 35,000.00 120,000.00
South Africa 50,000.00 30,000.00 80,000.00
Other Total 200,000.00 105,000.00 305,000.00

Foreign Total $4,567,500.00 $2,870,000.00 $7,437,500.00

WORLD-TOTAL
(advances/guarantees)
$6,567,500.00 $3,870,000.00 $10,437,500.00


MANAGEMENT
CHIEF EXECUTIVE OFFICER, - Jay joins the company as the industry influential, role in the post production
JEANETTE PEREZ production specialist. Along with his role of this comedy featuring Danny Aiello
as VP, Above Water has attached him and caused the company to concentrate
- Over twenty years of experience in busi- his company to co produce “Chumley”, solely on the independent film industry,
ness development, negotiations, and the first film on the slate. leaving its commercial production as
international media, working with many a secondary income. From this movie,
high profile companies and individuals. - Knowledge and experience in the Evolving Productions also created a
production and distribution of motion strong relationship with the film’s princi-
- Her connections in all facets of Puerto pictures is an invaluable resource to the pal production company; BAXTER films.
Rico and her key business relationships company. Evolving Productions paired up with
are a key to Above Water’s success. BAXTER films for its second feature film,
- A young and passionate film maker, titled Waltzing Anna. Evolving Produc-
- Led negotiations for JP International Jay has already personally been a top tions was accountable for all of post pro-
Enterprises, increasing company revenue producer on three independent feature duction on the film, and its post produc-
up to 300% . films, and senior editor on one; has a tion facilities grew enormously within
strong creative backbone to accompany this project. Completely digital and HD
- Most recently worked with Mark Lip- his producing savvy. ready, the company has made a point to
sky at Who’s On First Productions as a monitor and adapt to the fast paced tech-
Senior Vice President. - Business degree/background and vast nological world of post production.
technical skills are invaluable to his pro-
- Was instrumental in the creation of ductions (skill set includes: Non linear Just recently, in 2009, Evolving Produc-
marketing and fund raising tools to raise editing, crew management, budgeting, tions enjoyed its first sole feature film
non-profit funds for Puerto Rican chap- scheduling, web design, graphic design, production, where it handled all phases
ters of Make-A-Wish and The Cancer marketing, financier relations, etc.) of the film, from fundraising through
Society distribution. The film was an Urban
CO PRODUCTION COMPANY – thriller entitled “Breaking Point”, and
PRESIDENT/PRODUCER, EVOLVING PRODUCTIONS starred highly respected film actors Tom
VINCE CAMPANELLA Berenger and Armand Assante with sup-
porting performances by hip hop stars
- Earned his J.D. from Suffolk University Busta Rhymes and Kirk “Sticky Fingaz”
School of Law in Boston - After fifteen Jones. The film enjoyed a limited
years in the field of law as a trial attor- theatrical release and the DVD was
ney, in 2005 Vince left his profession to distributed by the prestigious LionsGate
become a feature film screenwriter and Evolving Productions LLC is a feature Films. The connections established by
producer. film production company & post Evolving Productions during “Breaking
production facility based in both the Point” within every aspect (vendors, tal-
- He reached his goal with the successful New York/New Jersey area and Los ent, crew, sales agents, and distribution
development, production, and distribu- Angeles, California. Started in 1999, it companies) have taken the knowledge
tion of his first script, “Order of Redemp- was created as a commercial production base and professional network of the
tion” (released under the title “Breaking house, handling all aspects of produc- company to amazing heights. In just 10
Point” with LionsGate Films) tion, post production and distribution. years of existence, this young, competi-
The company boasted numerous tele- tive studio has positioned itself to be-
- Vince is a professional businessman, as vision spots, music videos, marketing come one of the independent film indus-
well as a passionate, self made writer/ DVDs, and electronic press kits tries most trusted production facilities.
producer. through it first few years. Bands like Fall-
en from Grace, companies like Creativity LEGAL MATTERS
- He also has philanthropic intentions in Practice, and schools like Rutgers Uni-
for his films and some of his own profits. versity were all clients of the company Legal Counsel for the Company will
(For Chumley, he will donate to organi- in its first 4 years of commercial produc- be provided by Ivan Diaz Lopez, with
zations concentrated on Autism) tion. It was not until 2003 when Evolving offices located at Anchor Funding Plaza,
Productions LLC found its niche in 1612 Ponce De Leon Ave., San Juan
VICE PRESIDENT OF OPERATIONS/ independent feature film post produc- Puerto Rico 00909-1833.
PRODUCER, JAY WEBB tion. At this time, the company had
the opportunity to collaborate with a Office 787-721-4929
- President and Founder of Evolving few other production companies in the Fax 787-723-1343
Productions production of the feature film Mail Order Email ivandialo2001@yahoo.com
Bride. Evolving Productions limited, but


REGULATION
Distribution rights to motion pictures are granted legal protec-
tion under the copyright laws of the United States and most
foreign countries, which provide substantial civil and
criminal sanctions for unauthorized duplication and exhibition
of motion pictures. The Company plans to take all appropri-
ate and reasonable measures to secure, protect and maintain
or obtain agreements from licensees to secure, protect and
maintain copyright protection for the Film under the laws of all
applicable jurisdictions. The Code and Ratings Administration
of the Motion Picture Association of America, an industry trade
association, assigns ratings for age-group suitability for view-
ing of motion pictures.

It is anticipated that the Film will be submitted for such rating.
In addition, United States television networks as well as foreign
governments impose restrictions on the content of motion
pictures, which may restrict in whole or in part exhibition on
television or in a particular territory.


ADDITIONAL INFORMATION
All original documentation referred to herein or copies thereof offices of the Company at 1612 Ponce DeLeon Ave., 1 St.Floor
and information with respect to this Investment Package and - San Juan, PR 00909 upon request. Prospective investors
Offering of the Units is retained in the offices of Above Water may be required to execute non-disclosure agreements as a
Productions. The foregoing summaries do not purport to be prerequisite to reviewing documents determined by the Com-
comprehensive or definitive. As with any summary, some pany to contain proprietary, confidential or otherwise sensitive
details and exception have been omitted. All references herein information. Prospective investors or their respective represen-
to documents are qualified in their entirety by reference to tatives may, at any time (during normal business hours) prior
each such document. If any of the statements in this PPM are in to the sale of the Units ask questions of the Company or its em-
conflict with any of the terms of any such documents or agree- ployees with respect to the terms and conditions of this Offer-
ments the terms of such documents or agreements will govern. ing of the Units and request additional information necessary
to verify any information contained in this PPM. The Company
Reference is made to the actual documents and agreements for will provide answers to such questions and provide such
a complete understanding of what they contain. Each prospec- information to the extent such answers and information are
tive investor is urged to review all such documents and agree- possessed by the Company or its officers or can be obtained by
ments. Copies of all documents in connection with the transac- them without unreasonable effort or expense.
tions described in this PPM are available for inspection at the


Above Water Productions Investment Package

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