FILM OFFERING DISCLOSURE CHECKLIST
	for
	PRIVATE PLACEMENT LIMITED PARTNERSHIPS AND LLCS

	This comprehensive checklist (based on Regulation D, Rule 505 disclosure guidelines)
is to be used in consultation with your securities attorney in developing information
to be disclosed in a private placement feature film limited partnership offering
or limited liability company offering.  Some of the information is required to be
disclosed by the federal and state securities laws.  Other items of information
on this checklist are traditionally disclosed because of the specific nature of
the film offering.  THE TIME REQUIRED TO PREPARE THE OFFERING MEMORANDUM IS A DIRECT
FUNCTION OF THE QUALITY AND QUANTITY OF INFORMATION PROVIDED AS WELL AS HOW OFTEN SUCH
INFORMATION CHANGES DURING THE COURSE OF THE MEMO'S PREPARATION.

The most efficient method for transforming the raw data compiled, pursuant to this checklist,
into a private placement offering memorandum is by starting with blank pages and
retyping each item number and then following with the requested information.  Again,
discuss each of these items with your attorney before beginning.  NOT ALL QUESTIONS
NEED BE ANSWERED TO START PREPARATION OF THE OFFERING MEMORANDUM--CALL AND DISCUSS FIRST.


THE PICTURE

1.	Tentative title of film.

2.	Screenwriter identity and credits.

3.	Descriptive phrase re film's genre.

4.	Screenplay synopsis (film description).

5.	History of acquisition of screenplay rights: amount paid, to whom, when and nature
of agreement and future obligations; copy  of option or literary acquisition agreement.

6.	Production information, including what shooting locations are identified; discuss.

7.	Marketing and promotion plans; unit publicist; to distributors; to public.

8.	Specific promotional themes (adlines) for movie.

9.	Analysis of picture's box office appeal: audience age; domestic vs. foreign;
anticipated 	 	movie rating; etc. 	10.	Box office comparables and source with permission
to use (should be fairly balanced between successful and not-so-successful similar films); can
be incorporated as part of business plan within body of memo or handled as exhibit to memo.
11.	Distribution Approach (handle under major heading below).

12.	Will third party or subsidiary production company be involved or will investment
vehicle (partnership or LLC) actually produce the picture?



THE INVESTMENT VEHICLE (ENTITY)

1.	Proposed name of partnership or LLC and name availability in state where entity
is to be created.

2.	Entity address.

3.	Term of entity (typically 10 years for film projects).

4.	Entity's agent for service of process (individual) and street address.

5.	State in which limited partnership or LLC is to be created.

6.	Name of general partner(s) ["GP"] or LLC Manager; if individuals a brief phrase
or description of who such persons are ( e.g., "...a director/writer...").

7.	Residence, office address & phone number of GP or LLC Manager.

8.	Entity management: please provide narrative biographies, with dates of activities,
ages, community of residence, who the individual resides with if anyone (e.g., "Mr....lives
with his  	wife and three children in Burbank.") and resume backup.



OFFERING INFORMATION

1.	Proposed date of offering memorandum (same as start of offering), closing date
of  	offering, extension date of offering (not beyond one year from date of offering
memorandum).

2.	Total amount of offering (offering expenses plus film budget and related items);
if only issuer sales are being conducted, try to limit offering expenses to 5%
of the total offering proceeds.

3.	Number of limited partnership or LLC units and price per unit.

4.	Payment terms for the units (cash or otherwise).

5.	Whether half or fractional units will be sold and under what  circumstances (e.g.,
in General 	Partner's or LLC Manager's discretion.

6.	GP's or LLC Manager's capital contribution, if any (e.g., cash; time, skill and
effort; rights to screenplay).

7.	Minimum investment per investor (e.g., one unit).

8.	Amounts and forms of all compensation to be paid to the GPs or LLC Managers and
their	affiliates.

9.	States in which sales or offers of units are anticipated.

10.	Division of partnership or LLC net receipts between management and investor
groups (before and 	after investor recoupment); for example, 98% to LP's and 2%  to GP's
before recoupment but 50/50 after recoupment.

11.	Will additional stages of changing GP/LP or LLC Manager/Member  ratios be utilized
(i.e., 98/2 	then 80/20 then 70/30, and so forth)?

12.	How is Investor Recoupment to be defined (e.g., 100% of original invested capital,
120%,  	150%)?

13.	Are special allocations for losses to be used?  What percentages (e.g., same
as pre-recoupment for 	profits, i.e., 92/2)?

14.	Cash distributions to partners made how often (quarterly, semi-annually or annually)?

15.	Percentage participations to be paid from partnership or LLC gross receipts
or GP's/Manager's 	share of such net receipts?  Better for investors to restrict
percentage participations to 	GP's/Manager's share of net receipts.

16.	Amount of entity and offering organization fee to be paid to GP, if any? (suggest
1% or 2% of  	Gross Offering Proceeds; or may want to waive, if adequately compensated
elsewhere).

17.	Entity management fee to GP/Manager, if any? (one-time payment of 1% out of
Gross Offering Proceeds and/or annual fee paid out of Gross Revenue or waived).
This is typically waived for filmmakers who are being compensated for some function out
of the film's budget.

18.	Estimated Use of Proceeds using a format something along the following broad
lines (i.e., more 	detail may be added):

     		Offering Expenses

			LP Organizational costs $
			Syndication expenses	 $
          			TOTAL OFFERING EXPENSES	$

     		Story rights acquisition						$
     		Development stage						$
	     	Film Production Budget
			Pre-production						$
			Principal photography
				Above-the-line					$
				Below-the-line					$
			Post production						$
			Production sub-total					$
				Contingency reserve				$
				Completion bond		$
			   	   TOTAL PRODUCTION BUDGET		$

     		Marketing/promotion, if any					$
     		Distribution (prints and ads, if any)				$

					   TOTAL OFFERING PROCEEDS	$

	Note:  Do not include non-contingency items such as insurance, development, script
or overhead costs in the contingency or completion bond calculations.  Also, if
the offering is a mini-maxi, an estimated use of proceeds breakdown must be provided
for both funding levels.

19.	Plan of marketing units (how distributed); probably "best-efforts" basis; commissions
to be paid to broker/dealers or finders; name of managing broker/dealer, if any?

20.	Escrow or special banking account arrangements for temporary holding of investor
funds; name of bank (recommend using a well-known bank); will interest be paid on
the account?


BUSINESS PLAN

1.	If not provided for elsewhere in this checklist, provide information which will
fit into the 	following plan of business format:

		Proposed Activities, Generally
			Current Film Industry Developments
			The Entity (Partnership or LLC)
				Management
				General Partner/Manager
				People of the Partnership/LLC
				Cast and Crew (committed to project)
				Consultants
			The Proposed Film (film synopsis/description)
				History of Screenplay Rights
				Production Information
				Distribution Approach
				Marketing and Promotion Plans

2.	Significant current statistics re movie industry generally and independent production,
 	specifically, including date and source.

3.	For each of these persons who are committed to project:
		Executive Producer		Producer		Director	Line Producer
		Director of Photography	Casting Director	Lead Actors	Unit 		 Publicist...

	...and any others you choose, provide each of the following items:

	(a) 	Name;

	(b)	Compensation arrangements (cash, deferments and/or percentage participations,
how much and when and out of what); 	(c)	Narrative biography with age, dates of activities
and resume backup;

	Note:  On all biographies: include age, dates and years of experience; be factual
(i.e., eliminate the puffery and don't use their name in the memo without written
permission); disclose the nature of the commitment (i.e., what such person has agreed
to do for the investment vehicle and/or Picture, for each of such persons; provide
in narrative form but accompanied by a more detailed resume and/or list of credits;
avoid industry jargon where possible.

	(d)	Copies of letters of interest/intent;

	Note:  Letters of interest/intent should include permission to use name in offering
(if permitted) and should indicate that such individual has read the script and
is interested in doing whatever they have been asked to do while also specifying
all contingencies, such as (1) the offering is successfully funded, (2) the partnership
and the individual involved reach mutual agreement with respect to such individual's
compensation, (3) such individual's other contractual commitments do not preclude
his or her availability for the project when their services are required, and (4)
all guild requirements (if any are applicable) are complied with.

4.	 GP's/LLC Manager's  position on completion bonds (are they worth the money for
a low-budget 	film or not?) details of completion bond arrangements, if any; letter from
completion bond company.

5. 	Will a production payroll service be utilized?  Which one and do you have permission
to disclose information regarding their services in the offering memorandum?


DISTRIBUTION APPROACH AND OTHER FINANCING

1.	Plans for distributing film and activities to date (i.e., distributors talked
to or interested in project, etc.)

2.	Distributor letters of interest, agreements, guarantees or other arrangements
with 	permissions to use.

3.	Pre-sale financing arrangements, if any.

4.	Co-financing arrangements, if any.

5.	Bank or other loans, if any.

6.	Proposed production and distribution schedule.



MISCELLANEOUS

1.	Reports to investors how often? (monthly recommended during offering, even if
just one page  	newsletter, but include numbers on fund raising or production expenses).

2.	Are there any pending legal proceedings involving the GP/LLC Manager or its principals.

3.	What arrangements are being made to handle entity management ("back office")
responsibilities, such as, blue sky and broker/dealer compliance and commissions,
exempt offering compliance and filings, monitoring of accredited investors, investor
communications and relations, confirmations, distribution allocations, special allocations,
unit assignments/transfers, preparation of form K-1s, SEC filings and tax shelter
registration: 	software, staff and/or outside consultants (i.e., accountant, attorney,
staff)?



EXHIBITS

1.	Financial statements of GP/LLC Manager and entity (if entity is to be formed,
none available; sole corporate general partner financial statement must be audited).

2.	Will tax discussion/opinion be included in memorandum?

3.	Will legal opinion re legality of securities be included, and if so by whom?

4.	Legal fees: to whom, amount and when paid (e.g., securities attorney, tax attorney
and/or 	 entertainment attorney); are any of such fees contingent on the success
of the offering?  (If so, 	this must be disclosed.)

5.	Will you use financial projections and their accompanying assumptions; prepared
by whom?

6.	Press coverage of specific project or people, if any with permission to use?

7.	News article reprints re industry generally, with permission to use?

8.	Will box office comparables, if any be disclosed as an exhibit  or in the body
of the memo?

9.	Will escrow or banking agreement be included as an exhibit?

10.	Is a distribution deal in place and will it be used as an exhibit?

11.	Will letters of intent/interest be included as an exhibit?



PROGRAM HIGHLIGHTS

1.	List the most important selling points (as you perceive them) regarding the movie,
its various  	elements and the offering.

2.	Provide reasons why you believe the offering is likely to be successful (analysis
of financial market conditions).

3.  	Provide reasons why you feel your movie deal will make money for investors.