Camp Kickitoo, The Movie INVESTOR MEMORANDUM

Camp Kickitoo, The Movie
Kickitoo Partners, a Texas Limited Partnership
INVESTOR MEMORANDUM
For further information, please contact Ric Sternberg
830-825-0133 or 0144 [email protected]
This memorandum describes the formation and operation of a limited partnership to engage in the
business of motion picture production and marketing.
The contents of this memorandum are confidential and are disclosed pursuant to a confidential
relationship and may not be reproduced or otherw ise used except for the purpose intended herein.
The partnership interests described in this memorandum w ill not be registered under the Securities and
Exchange Act of 1933 or any securities law , and are described as for investment only and not w ith a
view to resale or distribution.
The purchase of partnership interests described herein entails a high degree of risk and is
suitable for purchase only by those w ho can afford a total loss of their investment. Further, risk
factors as contained in this memorandum (w hich does not include all possible factors) should be
carefully evaluated by each prospective purchaser of a limited partnership interest.
The contents of this memorandum are not to be construed by any prospective purchaser of a limited
partnership interest as business, legal or tax advice and each prospective purchaser must be able to
demonstrate that he/she has an ability to evaluate the purchase or has retained the services of a
representative w ho has such know ledge and expertise as may be necessary to evaluate said purchase.
In other w ords: We are obligated to inform you that the motion picture business is a risky business and
money invested in it is subject to loss (and you are now so informed).
This memorandum is neither an offer to sell nor a prospectus, but is purely informational in nature.
TABL E OF CONT ENT S
The Motion Picture: The Story…………………………………………………………………………………...2
The Motion Picture: The Characters and On-Screen Players….…………………………………………….5
Behind the Scenes Players….…………...……………………………………...…………………….………...9
The Business of the Partnership………………………………………………………..…………………….. 11
Distribution of Revenues and Allocation of Profit and Losses………………………………………..……. 12
Sale of the Motion Picture…………………………………………………………………..……..………..…..12
Tax Consequences………………………………………………………………………………………......….12
The General Partner…………………………………………………………………………….……….……...13
Rights and Obligations of the Limited Partners…………………………………………………………..…..15
Rights and Obligations of the General Partner………………………………………………..……………...15
Distribution………………………………………………………………………………………………………..16
Budget……………………………………………………………………………………………...……………..17
Timetable…………………………………………………………………………………….……..…………….18
Sale of Partnership Interests………………………………………………………..…………..…….………. 19
Appendix A – Allocation of Profits Among Profit Participants…………………………………..…………..20
Appendix B – May & June, 2011 Calendar Pages………………………………………………………..….21
Appendix C – Selected Composites of Location Photos………………………………………………….....22
Appendix D – Selected 3D Storyboard Frames………………………………………………….……….…..37
1
THE MOTION PICTURE:
CAMP KICKITOO – THE STORY
Alvin Blumstein is 25 and still living
with his parents. He has a w inning
smile and an MBA degree but alas,
no employ ment. No matter how
hard Alvin tries, he can’t get his
desired banking job in this rotten
economy. In addition to his
academic accomplishments, Alvin is
also a good drummer and holes up
in his room pounding out his
frustrations in long drum solos,
trying the patience and nerves of his parents.
One afternoon, after a
particularly frustrating job
search, Alvin’s w ild soloing
is interrupted by Mildred,
his much-suffering mother.
Motivated by a desire to
get Alvin out of his
doldrums (not to mention
out of the house), she
suggests that he take a
job for the summer,
reminding her son that he
has alw ays enjoyed the
many summer camp
counselor jobs he has
had.
At the Stuart Summer
Agency, Alvin learns
that pickings are slim
but Stu digs out a lead
from deep in a pile and
sends Alvin to apply at
Camp Kickitoo. When
he calls about the job,
Alvin is surprised to find
out that he is already
hired: “No interview
necessary. Wait for the
camp bus to pick you up
Monday.”
2
When the funky, graffiti-decorated bus arrives to pick him up in
front of his opulent, suburban home, Alvin w onders if he might
be headed to a different kind of summer camp.
On arrival at Kickitoo, Alvin quickly understands w hy his hiring
was so effortless. He is not Captain of the Counselors (a position
he had risen to at a previous camp), nor is he even a counselor.
He has been hired to w ork in the kitchen, as the pot w asher.
To make the kitchen
confines even more
unpleasant, the place
is ruled by Joe, a
tyrannical bear of a
man from an
unspecified Eastern
European country.
Joe bellows “I am
refugee,” but refuses
to supply further
details. Joe, how ever,
is a fine cook and a
brilliant baker.
Needless to say, Alvin
is not at home in the
kitchen, w ith his
grueling, menial role and scary, overbearing boss. Early on, he complains to the head of the camp and
is told to be patient, that sometimes counselor positions come open in the midst of the season.
When the campers arrive, Alvin becomes intensely aw are how much of a fish out of water he is. The
campers w ho pour off the bus are not the spoiled little kids he expected, but rather adults – arrested for
minor drug offenses and remanded to Camp Kickitoo instead of doing jail time. Kickitoo, Alvin now
knows, is a rehab camp. Gasp!
In the opening montage,
during Alvin’s futile hunt for
employ ment, w e also saw
a series of arrests for
various drug infractions.
Those people busted in the
opening sequence are now
among the campers
disembarking from the
colorful bus.
One of the campers is MC
Wanda B, an exciting,
intelligent rapper, and a
true beauty. Wanda steps
off the bus in a foul mood,
justly angry because she
has received a raw deal. She hadn’t done anything in that alley behind the hip-hop club except hold a
marijuana pipe – never even took a hit. So she hits the camp w ith a bigger chip on her shoulder than
most, proclaiming that her offense was nothing but HAPWAA (Holding A Pipe While African American).
3
Soon, Alvin gets his w ish and escapes the kitchen. His first assignment as a counselor is to herd
Wanda into the “Teahouse,” an isolated cabin in the w oods with bars on the w indows. She has earned
solitary confinement by torturing the gentle guy w ho had previously drawn the Wanda-w atch
assignment.
At first the relationship is stormy, w ith Wanda pulling some of the same tricks that got her into solitary.
But Alvin w eathers the storm and eventually, the relationship evolves into a steamy love affair. Along
the w ay, Alvin discovers an old set of drums and other instruments in the bunkhouse attic and he and
Wanda start jamming out in the Teahouse, joined by Jas mine and Cat, other talented campers.
The fun comes to a screeching halt w hen a staff person discovers a homemade tin foil pipe among the
instruments. The camp’s director (Sister Paulette, a modern nun w ho is an ex-junkie) confronts Alvin.
Know ing it w ould mean jail time if Wanda or the other members of the band are blamed for the pipe,
Alvin takes the rap. For this, he must leave Kickitoo immediately, w ithout even saying goodbye.
This is not the end of the story. After her time at Kickitoo has been served, Wanda seeks out and
surprises Alvin at the bank w here he is now employed and they passionately reunite.
The story ends w here it began, in the hip-hop club. But this time, Alvin is part of the group. As Wanda
raps, it is revealed that she is w earing a w edding gow n. Alvin, behind the drums, w ears a tux. All the
campers and staff are there for Alvin and Wanda’s w edding party as Alvin’s parents joyfully lead the
eclectic group in a w ild, hip-hop hora.
4
CAMP KICKITOO – THE CHARACT ERS & ON-SCREEN PLAYERS
Alvin is 25. He has a w inning smile and an MBA degree from Columbia but can’t get a banking job in
this rotten economy. He is a good drummer and takes out his frustrations in long drum solos, much to
the chagrin of his parents. He is also an excellent sw immer and has had a number of camp counselor
jobs in his summers off but none like the job he gets at Camp Kickitoo.
Alvin w ill be played by Chae Balistreri. Chae is a w onderful, natural
actor w ith barrels of charm (and he is an excellent drummer, w hich is a
bonus). We are excited to have Chae as our male lead.
Chae’s film acting credits include The Powderkids, directed by Buddy
Calvo, in w hich he plays Noel/Noe (the lead); The Two Bobs, directed
by Tim Mc Canlies, in w hich he is featured as Computer Nerd; an
ABC/Lincoln Square production: Final Witness, directed by Rudy Bednar
and Adam Feinstein, in w hich he played Charlie Wilkinson (the lead);
and Out There, a University of Texas production, in w hich he starred in
the role of Oscar.
MC Wanda B is a smart beauty. She is a talented w riter and fronts a rap group w ith style. She arrives
at Camp Kickitoo really pissed off at the injustice of her arrest and the general injustice of the criminal
justice systemw ith regard to African Americans. Her protest is
justified. She has been punished unfairly but she can get over it.
She is tough. She’s also sexy.
Wanda w ill be played by actress and model Yahel Johnson in
her screen debut in a major role. While she has been on the
sets of several motion pictures, playing the female lead in Camp
Kickitoo is Yahel’s first opportunity to really show the w orld her
acting abilities, her intelligence and her unique beauty. Yahel is
a star, w aiting to shine.
Sister Paulette is a modern nun (w ho has come to the calling late in life). She is also an ex-junkie.
Trained as a therapist, she is caring but tough and can be firm w hile still being nice. She runs Camp
Kickitoo.
Paulette will be played by Carla Daw s. Carla is a terrific actress with just
the right combination of toughness and sensitivity to portray our ex-junkie
nun.
She has a substantial list of film/television credits on her resume, including
leading roles in The Funeral Singer, directed by Jenn Garrison, Unclaimed
Baggage, directed by Ben McGinnis, Embers, directed by Jeff Matthews,
One Little Box, directed by William Cooper and The Meaning of Art,
directed by Ken Johnson.
Carla has also performed in supporting film roles in Born Positive, Sweet
Dreams, Progeniture, The Ranch, Baggage, That’s Not Funny and others.
5
Joe is bear of a man. He is an immigrant from an unspecified Eastern European country, an ex-junkie
and a good cook but brilliant baker. He really likes his brandy and gets falling dow n drunk most nights
but is up every morning to get his job done. Because of his prison record, he is relegated to cooking
and baking for this camp full of losers and resents it mightily. When he bellow s, the walls shake but he
can also get soft and sentimental for brief moments.
Joe will be played by Jim Kipping. This is Jim's feature film debut but Jim
isn't new to the acting scene. He started in stage and musical theater at an
early age in productions of Mame, Joseph, Bye Bye Birdie, and tw ice
playing Lil' Abner in tw o separate cities, as well as roles in Our Town and
Dracula.
Even if you haven’t seen Jim before, you may have heard him. Jim is
Creative Services Director of Emmis Austin's cluster of radio stations, and
has done thousands of productions for local and regional clients.
Working from his ow n studio, Jim has done voice w ork for such iconic
brands as Netflix, Gold's Gy m, Sunny D, Amtrak, OK Tour ism, Stripes
Stores and infomercials like Kreg Tool Co, and MMI. And, like our lead
character (and director), Jim is a drummer, much to the chagrin of his w if e..
Willie is a decent guy w ho is stuck w orking at jobs like the kitchen at Camp Kickitoo because of his
drug abuse and incarceration history. He is a pretty good cook himself but now works as a low ly
assistant to the head cook and mostly has to w ash dishes. He never finished high school but has
ambition and is studying for his GED.
Willie w ill be played by Leonard Wilson. Leonard is a fine actor – a
seasoned veteran of the stage as well as film and television.
His film & TV credits include: Juneteenth Jubilee for KLRU TV,
Man #2 in Ladybugs, for Ladybugs Productions and
Soup in Pool Of Anger, for Producers Group Studios
Among his stage credits are: Ceremonies in Dark Old Men, in w hich
he played Mr Parker at the Generic Theater in Norfork, Virginia,
Inherit the Wind, in w hich he played Drumond at the Barksdale
Theater in Richmond, Virginia, Raisin in the Sun, in w hich he played
Walter at the Denver Civic Theater, I Have a Dream, in w hich he
played Dr. King Sr. at the Denver Civic
Stu is a cigar chew ing slob of a guy, brash and boisterous and a bit
sleazy. He is a one man temporary agency that specializes in seasonal
employ ment. He is responsible for Alvin’s employ ment at Camp Kickitoo.
Stu w ill be played by Bill Johnson, a versatile character actor, best
know n for his role as Leatherface in Texas Chainsaw Massacre 2. He
has also appeared in: Jon, in w hich he plays Father Johnson; Naked
Horror: The Movie, in w hich he plays Web Master; Fall to Grace, in w hich
he plays Auggie; Redboy 13, in w hich he plays FBI Man; Hercules: The
Legendary Journeys (TV series), in w hich he plays Petrakis; D.O.A., in
which he played Desk Sergeant and many more films & TV show s..
6
Chas is Camp Kickitoo’s transportation department. A sw eet guy, he maintains and drives the bus that
brings people and supplies to and from Kickitoo. He, like most everybody else at the camp, w as once
an abuser of drugs - prescription painkillers that he started taking for old football injur ies.
Chas will be played by Ronnie Nunn. Though he is relatively new to film
acting, Ronnie br ings a lot of heart and native talent to the role. His credits
include: Left Hand Path, for Shere Kahn Productions, in w hich he played
Clay (lead);
Austin High, for Gone Off Deep, in w hich he played MIB Agent
(supporting);
A Greater Joy Christmas, for Greater Media Films, in w hich he plays King
Herod.
He has also appeared On television, in commercials and in My Generation
and Friday Night Lights
Tam ika is a counselor on the Camp Kickitoo staff. She has a big
heart. She w as a criminal justice major but decided that her place is
on the rehab side. She is at home here at Kickitoo.
Tam ika will be played by Sapphire Mosley. Sapphire’s film and
television credits include tw o episodes of Friday Night Lights, as
well as roles in TV pilots for The Midlife Gals, Faces Beneath the
Skin, and Sisters N’Law.
Cat is used to being the queen bee in w hatever scene she is in and prepared to fight for the position
when necessary. She had a crack habit w hich got her in trouble w ith the law and brought her to Camp
Kickitoo.
Cat w ill be played by Beky Hayes. Beky is an experienced film professional
who has worked on numerous films as a rigger and in other crew positions.
She is also a talented actor and has appeared in the follow ing films:
Innocent Money (48HR Film Project) - Vanessa Low e (lead, villain) - Dir. Jay
Bratcher & Val Gameiro, 2010
Corruption.gov (w t: Conflict of Interest) - Courtroom Spectator - Dir. Q.
Manning & John Sjogren
Stoner - Party Girl - Dir. Michael Greene
Beky’s television credits include the follow ing appearances in Friday Night
Lights: Season 5 / 2010 - Biker Chick NBC; Season 4 / 2009 - Diner
Customer; Season 4 / 2009 BBQ - Party Guest; Season 2 / 2008 - Dancing
Bar Patron and Season 1 / 2007 - Party Girl
7
Lettrice is a part time drug user. He is also a full time sidew alk hustler, a
3 card monte dealer, a magician w ith a tw ist. He w orks the business
district because he know s that he’ll find gamblers there, gamblers w ith
large rolls. Lettrice should have know n better though, than to carry drugs
while running his game because that’s w hat got him to Camp Kickitoo.
Lettrice will be played by Marcus Eddie. Marcus is making his screen
debut here but he is w ell know n in the w orld of magic. A 7-time aw ard
winning magician, he took 1st place at the 2010 Texas Association of
Magicians Convention. Marcus is also a talented MC and incorporates rap
into his magic act. He’ll w ow you w ith all his talents at Kickitoo.
Casting of the follow ing characters is underway but has not yet been finalized:
Marvin is Lettrice’s accomplice, his main shill. He admires Lettrice’s skills as a magician and monte
hustler but still might like to get the better of him some day. Marvin is a bit of a w ise guy .
Samm y runs the farm at Camp Kickitoo. He is a strong, gentle man w ith a love of the land and of
farming. He has a lifetime of know ledge about all things agricultural and is handy at all the tasks around
the farm, including milking the cow s.
Jasm ine plays keyboards in Wanda’s group. She is a versatile, one w oman band, getting a variety of
sounds, beats and sampled instruments out of her keyboards. She, like Wanda, has been treated
unfairly by the legal system and is not a serious druggie. She likes her pot for the musical looseness it
helps her get to. But unlike Wanda, Jas mine is fairly mellow about her incarceration at Camp Kickitoo.
Sunny is all girl, and spoiled gir l at that, w ith a jones for cheesy, interesting outfits as well as a jones for
heroin. Oh yeah, one more thing: Sunny is Ray, a cross-dressing man.
Duane is a counselor at Camp Kickitoo. It is his first job since graduating w ith a sociology degree w hich
he finished late in life (after serving 10 years in the army). He is still jittery from his experiences in Iraq
but he is a nice guy and only w ants to do right.
Randall is a spoiled and w hiney suit w ho works in the financial industry along w ith his friend and
snorting buddy Franklin. These guys feel so entitled and invulnerable that they think nothing of tooting
coke right outside their office building. This w rong-headed thinking lands them both at Camp Kickitoo.
Of the tw o, Randall is the dumber one, but Franklin isn’t far behind.
Franklin is Randall’s co-worker at the financial institution. He is a stiff suit w ho likes his cocaine and
snorts it frequently – actually, one time too many – and now he is at Kickitoo too.
Mildred is Alv in’s doting, martyred, old-style Jew ish mother. She only w ants what is best for Alvin but
she is also ready for him to leave the nest (he is 25, for crying out loud) and stop driving her crazy w ith
his drumming.
Irv is Alvin’s much suffering father. As a successful businessman himself, his hopes w ere high for his
smart, talented son but Alvin’s lack of success in landing a job has got Irv steeped in frustration.
8
BEHIND T HE SCENES PLAYERS
Ric Sternberg – Writer, Producer, Director, Editor
Ric has been w orking in film/video/multimedia since graduating from Syracuse University in 1966. From
his first job on the page staff at NBC in New York to the past 28 years as creative director of AiM
Productions, he has performed every job on the set and then some.
As an actor, Ric w as a troupe member of Austin’s Esther’s Follies for their first two years. On leaving
Esther’s, he formed the Pineapple Players, a vaudeville troupe doing shows for kids throughout Texas,
in the Artists in the Schools program, on a service contract w ith the City of Austin and on a touring grant
from the Texas Commission on the Arts.
As a video/multimedia artist, Ric has produced pieces commissioned by the Texpo Film Festival and
the Southw est Alternate Media Project. He has w ritten, produced and directed live, theatrical
multimedia shows at Windham College, Stonybrook University, New York’s infamous Electric Circus,
Interart Wor ks in Austin (“The Short Circuit Circus”), Center Stage Theater in Austin (“Hole in the Air”)
and others.
Ric has been honored w ith a number of aw ards, including 1st place in Environment Texas’ first Solar
Movie Contest, Best of Faces of Austin, Texas film Festival (2 aw ards), Vermont Filmakers Festival,
The Vision Aw ards (3 aw ards), the Birmingham International Educational Film Festival and others.
Mike “Sully” Sullivan – Co-Producer, Production Designer, All-around collaborator
Mike Sullivan began his w ork in theater on the East Coast in the mid ‘60s and has had a career as a
production designer and art director for film/television since 1980.
His major credits include Lonesome Dove, Buffalo Girls (both nominated for a Emmys for excellence in
art direction), Final Verdict, The Good Old Boys (both nominated for Cable Ace Aw ards for excellence
in art direction), Spy Kids, 1918, Son of the Morning Star, American Outlaws, D.O.A., The Hot Spot,
and Gettysburg.
His theater credits include w ork as an actor, set designer, and property master in East Coast regional
theaters (Hartford Stage Company; Long Wharf Theater; Theater Company of Boston; Charles Street
Playhouse) and in New York: Sam Shepard’s Forensic and the Navigators and The Unseen Hand.
For four summers he w as the resident designer and a member of the acting company at the University
of New Hampshire Summer Shakespeare Festival. In 1971, Sullivan moved to Austin, Texas to teach
and design at the Mary Moody Northern Theatre at St. Edw ard’s University.
Through the ‘70s he continued to w ork in Austin and Dallas theaters, opened an actors’ agency (Austin
Actors Clearinghouse), and pursued acting and design w ork in film, television, theater, and
commercials. Sully w orked as an actor on tw o PBS series (Caboodle and The Write Course, which he
also designed and co-wrote), and he played a number of roles in dinner theaters throughout the country
in the early ‘80s.
In 1980, he designed his first film, West of Hester Street, a docudrama on the immigration of Russian
Jews into the port of Galveston. Now he is designing and helping produce and direct “Camp Kickitoo.”
9
Phil Curry – Director of Photography
Phil is another seasoned professional w ith many independent feature film and other projects under his
belt. Among Phil’s credits as director of photography on feature films are: More Moments the Go,
Conflict of Interest, God Thinks You’re a Loser, Fighting with Anger, Sixgun Nightmare, Changing the
Odds, Purgatory County, Beyond the Golden Gate and more.
In addition to his w ork as a director of photography, Phil has put in many years as a gaffer and owns
one of the best-equipped grip-electric trucks in the region. His 5 ton truck comes chock full of lighting,
grip, camera and support equipment and Phil w ill be providing his truck and everything in it to meet the
grip-electric-camera needs for this production.
Robert Skiles – Com poser, Arranger, Music Producer
Robert Skiles has long been a prominent member of the Austin music community. Since 1977 he has
led his legendary Latin/Jazz band, “Beto and the Fairlanes”, on six critically acclaimed CD’s, nationw ide
concert tours, symphony performances, popular music festivals and children’s show s. As an
accomplished pianist, arranger, composer and conductor, Robert has performed w ith major US
symphony orchestras both as a conductor of his ow n compositions and as music director for Austin’s
acclaimed singer/songw riter, Tish Hinojosa. He has also w ritten and arranged for: Nancy Griffith,
Jerry Jeff Walker, Joe Scruggs, Flaco Jimenez and Ray Benson of Asleep at the Wheel.
Robert has composed and produced film and game scores for:
Just Cause w ith Sean Connery & Laurence Fishburn;
Dolores Dulces, director Ira Abrams;
Dora The Explora; "Models Inc" TV series;
“Barbie,” “Clueless” and “Magna Doodle,” Interactive games for Mattel/Disney
Chocolate, Food of the Gods, a documentary, director, Meredith Dreis, as w ell as for a number of
commercials and corporate films.
And, as if he weren’t busy enough, Robert is a professor in the Music and Commercial Music
Departments of Austin Community College, w here he teaches composition.
10
THE BUSINESS OF THE PART NERSHIP
The intention of the partnership is to finance, produce and promote the distribution of a feature-length,
color motion picture tentatively titled Camp Kickitoo.
In the event that the motion picture is rated by the Motion Picture Association of America (MPAA), the
anticipated rating is PG.
The anticipated completion date (that is completion of the first trial composite answ er print or digital
equivalent) of the motion picture is December 15, 2011 or approximately 6 months after completion of
principal photography.
The projected production budget for completion of the program through first trial composite answ er print
or digital equivalent is a total of approximately $300,000, w ith $100,000 of it in cash and the balance in
deferred salaries and fees to crew, cast and vendors. The total capital required from the limited
partners is $100,000. This budget does not cover the cost of distribution, w hich w ill be borne, after
completion of the motion picture, by the distributor.
Legal services w ill be provided by Peggy Kelley, an Austin, Texas-based attorney, and accounting
services for the partnership w ill be purchased on an as-needed basis.
The partnership w ill commence business on the date on w hich the limited partners have contributed the
sum of $100,000 to the partnership and w ill exist until five years from completion of the motion picture,
unless changed by agreement of the general partner and a 2/3 major ity of the limited partners.
The distribution of net profits shall be 50% to the limited partners and 50% to the general partner. This
will be discussed further in the next section, “Distribution of Revenues and Allocation of Profit and
Loss.”
100 limited partnership units w ill be offered. The cost of each unit w ill be 1% of the total cash budget, or
$1,000. The minimum number of units any individual investor must purchase is 10. There is no
maximum limit to the number of units a partner may purchase. At any time after the first limited partner
has made an initial purchase, the minimum number of units that must be purchased by subsequent
investors may be amended by the general partner.
All money invested in the partnership w ill be held in a checking account for use by the general partner
upon completion of financing. The projected date for completion of financing is March 31, 2011. This
date may be changed by agreement of the general partner and a 2/3 majority of the limited partners. In
the event that the total cash budget ($100,000) is not raised by the projected financing completion date,
the cash budget may be revised dow nward by agreement of the general partner and a 2/3 majority of
the limited partners.
The partnership business shall be managed by the general partner. Limited partners shall have no right
to transact any business on the partnership’s behalf.
Prospective lim ited partners should carefully consider the risk factors described in this
memorandum .
The mailing address of the general partner, AiM Pr oductions, Inc. is 24815 Hamilton Pool Road, Round
Mountain, Texas, 78663. The phone number is 830-825-0133.
11
DIST RIBUTION OF REV ENUE AND ALLOCATION OF PROFIT AND L OSSES
Revenues for this motion picture may be derived from any or all of the follow ing: domestic theatrical
distribution, foreign theatr ical distribution, sales to television or cable, sales of DVDs, internet
dow nloads and direct sales of DVDs online (not to mention the next big thing in distribution that w e
don’t even know about yet) as well as money- making ancillary and merchandising r ights.
Revenues received by a distributor are defined as the motion picture’s gross revenues.
After distribution and merchandising costs are taken out (including prints, duplication, w ebsite,
advertising, etc.), and the distributor’s percentage is taken out, the gross profits are what goes to the
partnership.
The first gross profits in, after payment of partnership overhead and taxes, w ill be distributed to the
limited partners, in amounts proportional to their investments, until recoupment of their total
investments.
After the limited partners’ total capital investments have been recouped, the next gross profits w ill be
allocated to deferred salaries, rentals, facilities and fees. In order to keep the initial outlay of cash as
low as possible, w e are asking cast and crew members to w ork for only part of their normal rates paid
out initially, w ith the balance being deferred until this point in the payback cycle. We are also deferring
payment for our primary location and have negotiated partial deferred payment for some facilities.
When all deferments have been paid, the remainder of the funds w ill be paid 50% to the limited
partners, proportional to the number of units ow ned, and 50% to the general partner.
The general partner w ill distribute half of its share of profits among key participants w ith whom w e will
negotiate percentage position points. See Appendix A, “Allocation of Profits among Pr ofit Participants”
for more detail on the allocations.
SALE OF THE MOTION PICT URE
The completed motion picture w ill be a depreciable asset. In the event that it is sold, all profit or loss
from that sale w ill be distributed among the general and limited partners in the same proportions as
described above and in Appendix A.
TAX CONSEQUENCES
Tax consequences of an investment in the partnership may vary depending on the investor’s personal
tax status. The general partner is not in a position to give tax advice or evaluate the tax consequences
of this investment for any of the limited partners. All prospective lim ited partners should consult
their personal tax advisors regarding the projected tax consequences of the investment.
12
THE GENERAL PART NER
The general partner is AiM Productions, Inc., a Texas corporation w hich was incorporated in 1982. The
corporation’s founder, president, creative director and sole stockholder is Ric Sternberg, w hose
services w ill be loaned out to the partnership as writer of the screenplay, producer, director and editor
of the motion picture.
Among other functions, the general partner w ill provide project leadership, production, post-production
and clerical facilities, vehicular and a variety of miscellaneous production support. Its production
facilities include camera and sound packages, lighting and grip equipment and state-of-the-art editing
systems.
In its 28 years, AiM Productions has done video and multi- media production for corporations,
government agencies and non-profit organizations. In addition, the company has done w eb production,
production of collateral materials and related w ork in various media.
Notable AiM commercial and PSA projects:
3 A series of humorous commercials for The Sofa and Chair Company, featuring the late Margaret
Wiley of Esther’s Follies fame.
3 Public service announcements for the State of Texas, promoting adoption and taking in foster
children (for the Texas Department of Protective and Regulatory Services), and promoting safe driving
(for the Texas Department of Public Safety).
3 A complex, multilayered commercial for a board game called High 5, w hich used over 200 edits (in
30 seconds) to combine slow motion w ith regular motion, black and w hite w ith color imagery.
3 AiM has also produced commercials and PSA’s for Airmasters, the Association of Texas Professional
Educators, the Zachary Scott Theater, Austin Civic Chorus, Capital City Playhouse, Refugees
International, Yulefest, Astromates, and more.
AiM’s training and educational projects have included:
3 “Offender Orientation” and “Sex Offender Orientation, tw o programs for the ”Travis County Adult
Probation Department.
3 “The Texas Essential Know ledge & Skills in English Language Arts and Reading,” a 5 module series
on teaching literacy, produced for the Texas Center for Reading & Language Arts at the University of
Texas, Austin’s College of Education.
3 “The New Megabasics,” a 4 tape training series for staffing professionals, as w ell as other programs
produced for Transitions Unlimited.
3 “E&O Loss Control for the Independent Agency,” a 6 part series to teach agency personnel how to
stay out of court, and other continuing education and marketing programs for the Independent Insurance
Agents of Texas,;
3 “You are the Auditor - Home Energy Auditor Training,” a 5 part series for the City of Austin’s Resource
Management Department. Along w ith the training series, AiM produced a marketing piece called “A
Resource Called Conservation.”
Corporate marketing and training:
3 For Texas Instruments, AiM has produced over 100 projects for marketing and employee training.
This has included tw o feature-length programs (2 hours plus each) w hich have shipped w ith products
as user manuals. Among the trade show films done for TI w as a series of three parodies of segments
from major motion pictures: “Crates of RAM” (from Grapes of Wrath), “A Streetcar Named DOS Ire”
(from A Steetcar Named Desire) and “Computing in the Rain” (from Singing in the Rain).
13
3 For IBM, AiM Productions has produced over 50 video, print and multi- media projects for marketing
and employee training.
3 For TN Technologies, AiM has produced over 30 video manuals, marketing pieces and collateral
mater ials.
3 AiM has produced 3 video manuals for IPC Technology’s Media Magic brand.
3 For Century Management, AiM Productions has produced all their video and w ebsites since 2001,
including a collection of long-form DV Ds and w eb videos to communicate w ith Century’s client base
and promote new business.
3 AiM has also done programs for the Texas Water Development Board on rainw ater harvesting, for
the Texas Municipal Courts Association on the role of the Municipal Judge, for the Heritage Society of
Austin on Flow er Hill, a local historic home, and for the Associated General Contractors on safety on
construction sites.
3 They’ve also produced mar keting and training programs for the Maximicer Company, FisherRosemount, Motorola, Tracor, Dell Computer Corp., Victory Enterprises, Advanced Micro Devices
and other major corporations, city, county, state and federal agencies, non-profits and individual clients.
Entertainment and documentar y:
3 For Esther’s Follies, AiM produced a pilot for a television comedy series, incorporating scenes shot
on their dow ntown Austin stage as w ell as sketches shot on location.
3 For Public Citizen, AiM has produced various projects including several short documentar ies on coal
and nuclear pow er, and is currently in production (October, 2010) on an advocacy documentary entitled
“Greening your Co-op.”
3 Other documentary projects in w hich AiM has played a major role: “ Hell No, We Won’t Glow ” (about
the efforts to resist a radioactive w aste dump in Sierra Blanca), “Heartbreak in the Heartland” (for Say
No to GMOs) and more.
AiM Productions as a corporate entity and Ric Sternberg as an individual have been recognized w idely
with a number of grants and aw ards for their work. More complete corporate and individual resumes are
available upon request.
While AiM Productions has been responsible for production (in many cases, concept to distribution) of
numerous beautifully produced, w ell regarded and highly successful projects in various media and
genres, the company has not, until now , produced a narrative feature film for theatrical distribution.
Nevertheless, they are eminently equal to the task (in fact, it’s high time). Over its long tenure, AiM has
done many DV D and multi-part video projects that had total run times of more than most narrative
features and has done many projects that have made extensive use of actors in dramatized sequences.
14
RIGHTS AND OBLIGATIONS OF T HE LIMITED PARTNERS
The limited partners w ill provide the initial w orking capital for the motion picture’s production. In
exchange, the limited partners as a group w ill receive 50% of the profits as described above.
All limited partners shall have the r ight to examine the financial records of the partnership w ithin 5
business days of requesting the records from the general partner. Limited partners w ill also, upon
clearance by the Director, be entitled to visit the set w hile production is in progress.
Limited partners w ill not have any control over the business affairs of the partnership nor any creative
control over the production and, w hile suggestions are generally w elcome during non-production time, it
is requested that no suggestions be offered to the creative team or any crew or cast member during
production.
Limited partners w ill be encouraged to participate in the production as extras but there w ill be no
pressure whatsoever on them to do that. It is fun though so w e highly recommend it.
RIGHTS AND OBLIGATIONS OF T HE GENERAL PART NER
The general partner, AiM Productions, Inc., w ill serve as the motion picture’s primary production
company and w ill provide the partnership w ith the services of its principal, Ric Sternberg, w ho w ill
function as writer, producer, director and editor of the film. AiM w ill use its production and postproduction facilities for this project. Because it w ill be producing the motion picture, AiM’s liability
insurance, equipment insurance and coverage of rented equipment w ill be in effect for the duration of
the production period.
The general partner w ill receive deferred compensation for its involvement and for the involvement of
Ric Sternberg, allocated as previously described. It w ill only be paid after all limited partners have
received their total investments back and after all other deferments have been paid. In addition to the
deferred payment, AiM w ill receive 50% of the net profits of the partnership, of which half will be
distributed among some of the crew, cast and vendors who have accepted full or partial deferred
payment for their services.
The general partner w ill, as primary production company, have full creative control of the production
and w ill be responsible for conducting the business of the partnership.
The general partner w ill provide the partnership’s office of record and the motion picture’s production
office and editing suite. It w ill be responsible for keeping all records necessary to the production and
partnership and w ill make those records available to any limited partner w ho shall request access within
5 business days of the limited partner’s request. The general partner w ill, on a yearly basis, provide the
limited partners w ith reports on the partnership’s operations.
The general partner w ill be providing its services to the partnership on a non-exclusive basis and
retains the right to be involved w ith other projects, even similar projects that may be (or appear to be) in
competition w ith the activities of the partnership.
15
DIST RIBUTION
As of this writing, no distribution deals for this motion picture have been made. This is not uncommon
with independent, low budget projects such as this. Since the partnership, the general partner and the
writer-director are not “know n entities” in the feature film production w orld, it is unlikely that any sort of
deals for distribution w ill be made prior to completion of the film.
That said, once the film is complete, there w ill be multiple distribution options available and the
possibilities are expanding.
The film w ill have a w ebsite and w ill be entered in festivals in efforts to get noticed, review ed and find
domestic and/or foreign theatrical distributors. Theatrical distribution is the most desirable first goal for a
film’s exhibition and offers the highest profit potential. And, if such distribution is achieved, the low er the
film’s budget, the higher the potential return on investment.
For example, The Blair Witch Project cost about $60 thousand to make and grossed over $250 million
(over a 4,000x return). On the other end of the spectrum, Titanic made a huge profit, grossing over $1.6
billion, but w ith its $200 million budget, its ratio w as not as good as Blair Witch. Here are a few success
stories – films made w ithin the same budget range as Camp Kickitoo (or less).
Movie
Budget
$7 ,000
US Gross
Worldwide Gross
$2 ,040,920
Unknown
Paranormal Activity
$15,000 $107,918 ,810
$193,770 ,453
Slacker
In the Company of Men
$23,000
$25,000
$1 ,227,508
$2 ,883,661
Unknown
Unknown
The Brothers McMullen
$25,000
$10,426 ,506
Unknown
Clerks
$27,000
$3 ,073,428
Unknown
Osama
$46,000
$1 ,127,331
$1 ,971,479
Gabriela
$50,000
$2 ,335,352
Unknown
Pi
$68,000
$3 ,221,152
$4 ,678,513
The Last House on the Left
$87,000
$3 ,100,000
Unknown
Facing the Giants
$100,000 $10,178 ,331
Unknown
Hollywood Shuffle
$100,000
$5 ,228,617
Unknown
Eraserhead
$100,000
$7 ,000,000
Unknown
Over the Hill to the Poorhouse $100,000
$3 ,000,000
Unknown
Night of the Living Dead
$114,000 $12,000 ,000
$30,000 ,000
Cat People
$134,000
El Mariachi
$4 ,000,000
$8 ,000,000
These numbers do not tell the w hole story. Once upon a time, films finding themselves w ithout
theatrical distribution deals w ere just plain out of luck, but that has changed. Sales to television
netw orks have been successful secondary markets for many, helping the investors avoid losses and, in
some cases, providing decent profits. Those possibilities are now greatly expanded, w ith myriad cable
netw orks and even internet outlets vying for content.
Then there is the home mar ket – DVDs and the like. Films that get some sort of theatrical, TV or cable
release can often do quite w ell w ith follow -up DVD sales. Just as an example, Facing the Giants, w hich
grossed about $10 million in domestic theatrical release, also made over $20 million in DV D sales.
What’s more, even films w ithout any distribution are now sometimes succeeding w ith direct to DV D
releases, if they are able to bring them in for low enough budgets.
16
Of course, the Web can be a tremendous boon in helping to promote films and can even provide an
inexpensive mechanism for self-distribution.
We w ill, in the event that more traditional distribution is not secured (or possibly in conjunction w ith
other distribution), self-distribute the film. This can be enhanced and supported by booking a tour of the
film, perhaps combined w ith performances by the musical artists w ho appear in the film.
So, w ith all the current options (and maybe others that w e haven’t even imagined yet), the potential for
low budget feature films is rosier than ever. But that is not to say that investment in them is risk-free.
There is alw ays the good (actually, bad) possibility that even a m icro-budget project w ill not
m ake back its nut. As stated in the opening disclosure, this is a risky business indeed.
BUDGET
The follow ing budget is broken dow n into tw o parallel sections for each expense category. First are the
actual amounts of cash to be spent during production, w hich will come from the pool of capital invested
by the limited partners. Second are the deferments, w hich w ill be paid out of net receipts, after the
limited partners’ total capital investments have been recouped. While it is customary to reflect expense
items in feature film budgets as “above the line” (screenplay, producer, director and cast) and “below
the line” (crew , facilities, editing, music, lab costs, etc.), we have chosen to keep this simple. Individual
deals have been or w ill be negotiated in line w ith a detailed budget breakdow n but the budget below
reflects those expenses in broad categories. A detailed budget breakdow n is available on request.
EXPENSE CATEGORY
CASH EXPENSES
DEFERRED EXPENSES
Filing Fees
$2,750
Pre-production - Personnel
$1,000
$49,500
$500
0
Music composition/production
$4,640
$5,480
Accounting services
$2,000
0
Production - Crew
$28,675
$110,250
Cast
$22,910
$700
$3,824
$2,000
Purchases (set s, props, supplies, etc.)
$12,700
0
Catering
$16,500
0
0
$32,000
$2,500
0
$2,000
0
$99,999.00
$199,930.00
Pre-production - Misc. expenses
Rentals & fees
Post-production
Marketing (duplication, festival fees,
etc.)
Contingency
TOTALS
17
TIMETABL E
As of this printing, a substantial amount of pre-production for this project has already been done. We
have a completed script, w hich has been revised and polished. We have scouted and decided on all
our locations and have made most of the necessary permission and pay ment arrangements. We have
a complete set of location photo composites for all locations. We have plans for set elements and CAD
floor plans of all sets. We have a limited set of 3D modeled storyboards and are developing a complete
set of 2D hand-draw n storyboards. We have cast our tw o lead characters and other major roles and are
continuing the casting process for the remainder of the roles. In short, w e are way ahead of the game,
considering that w e are not planning to begin principal photography until May, 2011. All of the above
pre-production w ork has been done by our dedicated crew on a deferred compensation basis.
In October through December, 2010, w e w ill complete casting and fleshing out of the crew .
In January through March, 2011, w e w ill finalize all deals for personnel, facilities and locations and
generate contracts, in preparation for signing upon completion of financing.
Upon completion of financing (expected to be by end of March, 2011), w e w ill sign all the contracts and
begin to purchase all remaining supplies, costumes, props, etc.
In April- May of 2011, w e w ill build w hatever sets have not been completed by then. At that time, w e will
also purchase a school bus and paint it w ith the Kickitoo logo on a graffiti-style base. This bus w ill, in
addition to being used in a few shots, be used to transport cast and crew to locations. It w ill also serve
as a traveling billboard, getting the movie’s name and w eb URL seen around the area and, hopefully,
generating some interest and buzz. We w ill also, in April and part of May, finish out any additional
necessary work on the cabins w e will be using on the camp location.
On May 19, 2011, shooting begins. See the May and June calendar pages (Appendix B) for what
locations w ill be used w hen.
Upon completion of shooting (mid-June, 2011), editing begins. At that time, any necessary ADR
(dialogue replacement) that has not already been done, foley w ork, music polishing, sound mixing and
editing and effects work w ill also be done.
As stated before, the anticipated completion date of the motion picture is December 15, 2011 or
approximately 6 months after completion of principal photography.
Upon completion of editing, copies w ill be struck and the film w ill be entered in festivals. At the same
time, initial attempts w ill be made to secure distribution deals.
18
SALE OR T RANSFER OF PARTNERSHIP INT ERESTS
The general partner may assign, pledge, encumber or otherw ise transfer all or any part of its interest as
general partner in the partnership.
No limited partner may w ithdraw his or her capital from the partnership w ithout the consent of the
general partner.
On the death of a limited partner, his or her executor or administrator shall have the r ights of a limited
partner for the purpose of settling his or her estate. If the limited partnership is held in joint tenancy, the
rights and liabilities of the deceased joint tenant shall pass to the surviving joint tenant.
No limited partner may sell, assign or transfer any part of his or her partnership interest smaller than 10
units as defined above. Transfer of a limited partner’s interest shall be by a w ritten instrument, in form
and substance satisfactory to the general partner, and shall be filed w ith the partnership.
Should a limited partner w ish to offer his or her interest or a portion of his or her interest in the
partnership for sale, he or she must state, in written notice, the ter ms on w hich the interest is to be sold.
The general partner must be offered the first opportunity to purchase the interest or portion thereof on
the same ter ms w ithin 30 days. If the general partner does not exercise the right to purchase the
interest, that right shall be given to the limited partners for an additional 30 day period, beginning on the
day that the general partner’s right expires.
If neither the general partner nor limited partners exercise their rights to purchase the interest, the
offering partner may, on the ter ms and conditions stated in the written notice, sell or exchange his or
her partnership interest to the purchaser named in the notice.
19
APPENDIX A – ALLOCATION OF PROFITS AMONG PROFIT PARTICIPANTS
CATEGORY
Limited partners
General partner
Crew
ITEM
POINTS
Rentals/fees
Attorney
Limited partners
AiM Productions, Inc
Director of photography/Grip- Electric Truck
Production designer/Co- Producer
Camera operator
Art Director
Graphic artist/Storyboard artist
Set decorator/River man
Costume/w ardrobe
Construction Manager
Prop master/Greens
Still photographer/Greens
Music director/composer
Sound studio - Flashpoint
Alvin
Wanda
Location fee - camp
Peggy Kelley
50
25
1
4
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Un-assigned
Points still available for cast/crew
6
Talent
TOTAL
100
20
APPENDIX B – MAY & JUNE, 2011 CAL ENDAR PAGES
SUNDAY
1
MONDAY
2
Rehearsals
8
9
Pre-record
musical
numbers at
Flashpoint
Studio
16
15
More Cisco
buildings and
grounds work Return from
Cisco
22
Shoot Day 3
(full camp cast)
29
23
Shoot Day 4
(full camp cast)
Most cast
returns from
Cisco
30
SUNDAY
MONDAY
5
Shoot Day 14
Downtown
shoot
6
Shoot Day 15
Hip-hop clu b &
Alley
12
CA MP KICKIT OO PR ODU CTION S CHE DU LE - MA Y 2011
TUESDAY
WEDNESDAY
THURSDAY
FRIDAY
3
4
5
6
Rehearsals
Rehearsals
Rehearsals
Rehearsals
SATURDAY
7
10
Pre-record
musical numbers
at Flashpoint
Studio
11
12
13
Art department goes
to Cisco for final work
on buildings and
grounds
14
Cisco buildings and
grounds work
(continued)
17
Shoot Day 1
-Alvin’s house
(Van Den Berg’s)
Alvin, Mildred,
Irv, Chas
24
Shoot Day 5
(reduced ca mp
cast)
18
19
Crew travels to
Cisco
20
Pre-set & pre-light
(continued )
Cast travels to Cisco
21
Shoot Day 2
(full camp cast)
27
Shoot Day 8
Alvin, Wanda
Wrap & return
28
Pre-set & pre-light
25
Shoot Day 6
Alvin, Chas, Paulette,
Willie, Joe
26
Shoot Day 7
Alvin. Wanda,
Jasmine, Cat
31
Shoot Day 9
Field
CA MP KICKIT OO PR ODU CTION S CHE DU LE - J UNE 2011
TUESDAY
WEDNESDAY
THURSDAY
FRIDAY
1
2
3
Shoot Day 10
Shoot Day 11
Shoot Day 12
Barn, barnyard &
River
Attic, storeroom
hayloft
Alvin, Joe
SATURDAY
4
Shoot Day 13
Century Mgmt.
Office s
8
9
10
11
13
7
Shoot Day 16
Ric alone,
shooting face
CUs
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
21
APPENDIX C – SEL ECT ED COMPOSIT ES OF LOCATION PHOT OS
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
APPENDIX D – SEL ECT ED 3D STORYBOARD FRAM ES
Scene 5
As ALVIN comes out of the same building he had entered earlier, he passes but doesn't notice RANDALL and
FRANKLIN who are now being f risked by a COP.
Scene 6
A SLEEPING MAN takes up half of the bench and hangs off part way . RODNEY (black male, 25), crowded in
by the Sleeping Man, looks around suspiciously then hands a small bag to a BUY ER (white male, 30) who is
crammed in next to him on the bench. The Buyer pulls out a badge and gun and makes Rodney get face down
on the ground. The Sleeping Man wakes with a start and rolls off the bench, right on top of Rodney. ALVIN
passes by, oblivious, as before, to the nearby commotion.
37
Scene 9
Scene 14
ALVIN enters another office building. On his way in, he passes a 3 card monte game being dealt by
LETTRICE (black male, 26). MARVIN (black male, 29) is there, along with ONLOOKERS.
MILDRED: “Alv in, your father can't nap and my cake f ell! Enough drumming already.”
ALVIN: “But ma, y ou like when I play.”
38
Scene 16
Scene 22
STU: “Kinda late. Season's about to start.”
ALVIN: “Y eah, I know.”
STU: “All the good ones are f illed. Where y ou been? Twiddlin' y our thumbs?
ALVIN: “Now this is disgusting. I do not want to know that my f ood is being prepared here.”
CHAS: “Amen to that.”
39
Scene 78
ALVIN: Come on. This isn't dangerous.
LETTRICE: Hey, I'm not going any where.
ALVIN: Y ou will, in time.
PEDRO: Well, I'm going somewhere else.
Scene 93
WANDA: Y ou got a knif e?
ALVIN: Nice to see you too.
WANDA: I'm serious. I need to sharpen my pencil.
ALVIN: Y ou're milking a cow with a pencil?
40