Lost Treasures of the Third Reich, LLC HIGHLIGHTS of the OFFERING
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Lost Treasures of the Third Reich, LLC HIGHLIGHTS OF THE OFFERING Ø A feature film limited liability company (LLC) offering to finance the development phase of a single feature- length motion picture and the resulting producer’s package to be offered for production or co-production financing and subsequently released in all worldwide markets and media, along with a related non-fiction book (see “DESCRIPTION OF BUSINESS – Story Synopsis”). Ø The Film project to be developed is intended for mainstream audiences and is expected to receive an MPAA rating of “PG-13”. The tentative title for the Script and Film is Lost Treasures of the Third Reich. The Film is to be an action-thriller that tells the story of a former Navy Seal who tries to unravel the mysteries surrounding the murder of his great-grandfather only to discover that Hitler did not die at the end of World War II as history claims and that Nazi treasure continues to support the genocidal campaign of Islamic terrorists against Jews, Christians and others (see “DESCRIPTION OF BUSINESS – Story Synopsis”). Ø A mini-maxi film development offering to accredited investors only with a minimum including offering expenses of $1,625,000 (“Minimum”) and a maximum of $2,000,000 (“Maximum”) for the LLC to acquire the underlying rights and finance the development of the feature film project described herein, including organizational and syndication (Offering) expenses. Ø The Manager for the LLC is the feature film development company Lost Treasures Management, LLC, a Texas member-managed limited liability company formed in June of 2015 and wholly-owned by the individual filmmakers Lewis and Linda Robinson (see “DESCRIPTION OF BUSINESS – Manager and People of Lost Treasures of the Third Reich, LLC”). Ø The LLC is to be formed upon funding of the Offering’s Minimum Offering Proceeds, per the Delaware limited liability company statute regulating the formation and operation of limited liability companies in the state. The address for the Manager and LLC is 801 Brooks Hollow Road, #2, Lakeway, Texas 78734-3407; phone 512/284- 8606. Ø The Manager waives any rights to LLC organization fees or management fees (see “OFFERING INFORMATION – Manager and Affiliate Compensation”). Ø Unit size – $25,000 per Unit; minimum purchase per investor – one (1) Unit, (i.e., $25,000). Ø Subscriber funds placed in segregated bank account. One-time cash outlay [no notes, no cash calls] (see “OFFERING INFORMATION – Terms of Offering”). Ø The LLC will negotiate a development fee to be paid out of the production budget of the Film and an ongoing profit participation in the revenue stream of the Film. The LLC Member/Investors will be paid 100% of the LLC’s Distributable Cash until they receive 120% of their originally invested capital (“Recoupment”). After Recoupment the LLC Manager and Members will share LLC revenue on a 50/50 basis for the life of the LLC (15 years). Ø Offering expenses limited to $25,000 (i.e., a high percentage of the Offering Proceeds will be used to develop and package the Film project and then market it to prospective production and/or co-production entities; see “OFFERING INFORMATION – Estimated Use of Proceeds”). Ø Sales of Units to be made through upper level management of Manager. No transaction-related remuneration paid to such persons for the sale of Units (see “OFFERING INFORMATION – Plan For Distribution of Units”). Confidential Private Placement Offering Memorandum LOST TREASURES OF THE THIRD REICH, LLC A Delaware Limited Liability Company to be formed upon funding Minimum of $1,625,000 Maximum of $2,000,000 of Limited Liability Company Interests (Units) Offered in a Minimum of 65 Units to a Maximum of 80 Units at $25,000 Per Unit Offering Sold By the LLC Manager on a “Best Efforts” Basis Offering Terminates On February 28, 2017 (unless extended in the discretion of the Manager) The Lost Treasures of the Third Reich, LLC is a Delaware Limited Liability Company, to be formed for the purpose of financing the development phase and arranging for the production of a single feature-length motion picture. Minimum Purchase – One (1) Unit ($25,000) Except that under limited circumstances the Manager has the discretion to sell less than the Minimum Purchase. Offering Price | Commissions 1 | Proceeds to LLC Unit Price |$ 25,000 | $ -0- | $ 25,000 Minimum |$1,625,000 | $ -0- | $1,625,000 Maximum |$2,000,000 | $ -0- | $2,000,000 1 The issuer Lost Treasures of the Third Reich, LLC will pay all organization and offering expenses, out of the Offering Proceeds, but limit such expenses to $25,000. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AUTHORITY HAS PASSED ON THE MERITS OF OR GIVEN ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING. NOR HAS EITHER PASSED ON THE ACCURACY OR COMPLETENESS OF ANY OFFERING MEMORANDUM OR SELLING LITERATURE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION. HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION. THIS OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED. PURCHASE OF THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. Ø Development stage company Ø Long term project Ø No production or distribution commitments currently in place Ø Commercial success not certain Ø Competitive industry Lost Treasures Management, LLC – LLC Manager 801 Brooks Hollow Road, #2 Lakeway, Texas 78734-3407 512/284-8606 Date of Offering Memorandum: February 29, 2016 -1- NOTICES For the convenience of Prospective Purchasers, certain terms used in this Offering Memorandum are defined in the Definitions section located in the forepart of the Operating Agreement (Exhibit “A”). Such defined terms will appear in the Offering Memorandum with initial capital letters (see “OPERATING AGREEMENT”). -2- TABLE OF CONTENTS Title Page SUMMARY OF THE OFFERING . 4 REQUIRED NOTICES . 6 Federal and State Notices . 6 Investor Suitability Standards . 7 Risk Factors . 9 Forward-Looking Statements . 13 Conflicts of Interests . 13 Fiduciary Duty of the Manager . 14 DESCRIPTION OF BUSINESS . 15 Market Overview/State of the Industry . 15 The Independent Film Industry . 27 The Manager and LLC Management . 34 People of Lost Treasures of the Third Reich, LLC . 35 Description of Property . 38 Plan of Operations . 38 Story Synopsis . 39 Story Rights . 40 Development Activities . 40 The Non-Fiction Book . 42 Production Financing Options . 43 Marketing and Distribution . 44 Distribution Options . 45 Financing Strategy . 49 Manager Discretion . 49 OFFERING INFORMATION . 50 Securities Being Offered . 50 Terms of the Offering . 51 Plan of Distribution of Units . 52 Estimated Use of Proceeds . 53 Compensation of Manager and Affiliates . 54 Allocations and Percentage Participations . 54 SUMMARY OF THE LLC’S OPERATING AGREEMENT . 55 MOTION PICTURE INDUSTRY OVERVIEW . 56 MISCELLANEOUS PROVISIONS . 62 Reports to Unit Holders . 62 Financial Statements . 62 Subscriber Representations and Warranties . 62 Pending Legal Proceedings . 63 Access to Additional Information . 63 Exhibits OPERATING AGREEMENT . 64 CHAIN OF TITLE DOCUMENTS . 90 (Lost Treasures of the Third Reich, LLC Subscription Agreement accompanies this Offering Memorandum.) -3- Lost Treasures of the Third Reich, LLC SUMMARY OF OFFERING LLC The Lost Treasures of the Third Reich, LLC (“LLC”) intends to finance the development Objectives phase of a single feature film project (“Film” or “Picture”) and create a non-fiction book about related incidents, with a Minimum estimated development budget (plus Offering expenses) of $1,625,000 and a Maximum of $2,000,000. The Offering is a mini-maxi Offering with a Minimum Offering Proceeds of $1,625,000 (“Minimum”) and a Maximum Offering Proceeds of $2,000,000 (“Maximum”). The Minimum will allow the LLC to acquire the underlying story rights, develop the Script, create a professionally prepared budget for the Film project, attach elements (actors and director) and market the project to production financing sources. The Maximum will allow the LLC to expend increased sums to accomplish the same objectives. In either case, the LLC will develop the Film project and seek production financing for the Film through industry sources or additional investor financing (see “DESCRIPTION OF BUSINESS”). There is no assurance that such objectives will be attained (see “RISK FACTORS”). LLC The Manager for the LLC is the feature film development company Lost Treasures Manager Management, LLC, a Texas member-managed limited liability company formed in .June of 2015 and wholly-owned by the individual filmmakers Lewis and Linda Robinson (see “DESCRIPTION OF BUSINESS – The Manager and LLC Management” and “People of Lost Treasures of the Third Reich, LLC”). Articles for the LLC will be filed with the Delaware Secretary of State upon funding of the Minimum Offering Proceeds. The Manager’s offices are located at 801 Brooks Hollow Road, #2, Lakeway, Texas 78734-3407; phone 512/284-8606 (see biographical information on the individual owners of the Manager in the “DESCRIPTION OF BUSINESS – People of Lost Treasures of the Third Reich, LLC”). LLC The Manager will be responsible for the management of the LLC (see Management “OPERATING AGREEMENT”). The Manager will be supported in its LLC management activities by appropriate staff and consultants (see “DESCRIPTION OF BUSINESS – People of Lost Treasures of the Third Reich, LLC” and “The Manager and LLC Management”). Description of If the Offering is funded (as described above) the LLC intends to acquire the Film Project underlying story rights, develop the Script, attach elements and seek production financing for the feature Film described herein. The Film project to be developed is intended for mainstream audiences and is expected to receive an MPAA rating of “PG-13”.