Film Investment Team (FIT)™

Number of Units Offered Hereby: Price per Unit $100,000 Minimum Aggregate Subscription of $100,000 - with Maximum Aggregate Subscription of $20,000,000

FILM INVESTMENT TEAM, LLC (FIT™), is a Corporation created for the purpose of development, production, and financing of commercial motion pictures.

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM F I T

FIT™ is an offering (“Offering”) for sale to individuals and entities (as “Investors”) a maximum of 50 shares each (hereinafter referred to as the “Units’’) until it matures or we have an IPO. See “Description of Units and Terms of Offering.” Each Unit, considered as Unit Investment Trust (UIT) will be offered at a price of One Hundred Thousand ($100,000) Dollars. This offering is subject to negotiations dependent 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 corporate charter.

The Units are being offered by the corporation on a `best efforts’ basis. All subscription payments will be deposited into a capital account established by the CEO of the Corporation. All checks/wires shall be made payable to: FIT Capital Account.

After at least One (1) Unit (the “Minimum Subscription”) are subscribed for, a closing may be held as soon as practicable thereafter and the funds held in the FIT Capital Account will be released to the FIT™ Subsequent closings may be held after additional subscriptions are received, up to the Maximum Subscription and at the same unit price as the first unit sold. Half (0.5%) and quarter (0.25%) shares are also available.

THIS OFFERING INVOLVES A DEGREE OF RISK.

MISSION STATEMENT

Our mission is to develop and produce a diversified slate of commercially viable, high quality film & entertainment products with low production costs that will provide short-term return on capital and long term residual income to our investors.

FIT™ | FILM INVESTMENT TEAM, LLC is engaged in the financing, development and production of a slate of motion picture films intended for domestic and foreign theatrical release, as well as other non-theatrical venues. Theater chains, television outlets, online video distributors, and Video on Demand require a pipeline of products available to supply their customers (the viewers) As such, they need to continuously acquire new product to keep that pipeline filled, or go out of business. In today’s world, with the traditional theaters vying with television, online channels, cable services, mobile devices, satellite, and video rental & sales, there is a very strong market for such independent films, as ours.

EXECUTIVE SUMMARY F I T

FIT™ will use the relationships of its principals to maintain a steady flow of material to consider F I T constantly receives material and reserves the right to change its slate based on the viability of these submissions.

FIT™ will be seeking the sum of up to $40 million in financing or investment to complete multiple projects. The funds received will be collateralized by each of the films produced by us. Of the $40 million, if all is raised simultaneously, $10 million will be set aside as part of a revolving P&A fund (prints and ads) that will help guarantee that each of FIT’s films will be theatrically distributed. If only a portion of the funds are raised, between $3-12 million, then FIT™ will produce the first three (3) films (that meet the requirements) In addition to allocating funds for P&A, FIT™ will also rollover revenue streams into its future film productions. This is significant as theatrical distribution drives all other ancillary revenue streams, including home video, pay/cable television, free television, soundtrack albums and merchandising

For all projects, FIT™ will seek to reduce risk by maximizing film tax credits and subsidies, foreign pre-sales, product placement, and taking in financial partners when appropriate

FEASIBILITY

The major asset of FIT will be its ownership of the films produced and the licensing rights thereof. FIT™ and its Producers have created (and will create) specific business plans and conduct market analyses for each feature film production venture. These film specific business plan presentations will include script synopses, production and marketing strategies, cast and crew attachments and proposals, comparable film performances, and distribution projections

Company (FIT™) will utilize the expertise of its advisors, members, and hired production staff, to maximize the potential performance of each film project F I T will also strategically purchase assets that can be used repeatedly on its film productions to keep budgets low, and to add to company’s overall equity

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FACTORS

The purchase of the Unit Investments (or UIT modeling) involves a degree of risk and therefore should not be purchased by anyone who cannot afford the loss of his or her investment. Th

Prospective Investors should review and consider the following risks as well as other information disclosed herein

FIT™ is an investment entity with minimal operating revenues and requires the net proceeds of this offering to meet its commitment to fund portions of film, TV and media properties for diversity. This fund will be active until fully reaches maturity or an IPO is established While the Producers of each film may have substantial experience in the industry, the past success is no indication of future success of a project and vice versa Furthermore, FIT™ has not yet concluded the employment agreements with projects, as this model is Slate-free for purposes of defining the development and production funding model.

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ABSENCE OF IMMEDIATE REVENUES

As revenues from the Films, if any, will not flow into the FIT™ immediately. will most likely incur operating losses in the first year of operations. Each of the shareholders in FIT™ will be entitled to all revenues due to the company, secondary to any debt financing payments and less accounting and operational expenses However, no assurance can be made that an Investor will realize a substantial return on the investment in year one, due to the risk factors below

RISKS OF FILM PRODUCTION

Thesuccessofanydistributionactivitieswill dependonanumberoffactorsoverwhich companywillhavelittleornocontrol.Evenif allterritories,bothdomesticandforeign,are sold,therecanstillbenoassurancethatthe Filmswillsucceedonaneconomiclevel.Ifthe totalproductioncostsexceedthetotal worldwideminimumguaranteesorminimum advances,theremaynotbesufficientfundsto repaytotheInvestorstheamountoftheir investmentintoF.I.T.Inaddition,theremay beproblemswhichcouldadverselyaffectthe FIT™ultimateperformance,including:public taste,whichisunpredictableandsusceptibleto change;competitionfortheaters;competition withotherfilmsandotherleisureactivities; advertisingcosts;uncertaintywithrespectto releasedates;andthefailureofotherparties tofulfilltheircontractualobligationsand othercontingencies.Distributionagreements generallygiveadistributorsignificant flexibilityindetermininghowafilmwillbe exhibited.Therecanbenoassurancethata distributorwillnotlimittheFilm’srun,limitthe

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territories in which the Film is exhibited, or otherwise fail to actively promote the Film. Any such action by the distributor could have a material adverse effect on the economic success of the Film and revenues received by FIT™ In the event that the Film is distributed in foreign countries, some or all of the revenues derived from such distribution may be subject to currency controls and other restrictions, which would restrict the available funds. The production of any motion picture involves a substantial degree of risk The costs of producing a film may be increased by reasons or factors beyond the control or present knowledge of Company., or the persons associated with the production of the Films, (such as delays caused by labor disputes, illness, accidents, strikes, faulty equipment, death or disability of key personnel, or bad weather) However, FIT™ will obtain customary production insurance for the Films and Completion Bonds which will protect company against some of these risks

WORLDWIDE ECONOMIC CONDITIONS

It is intended that the Films will be sold to foreign and domes- tic distributors for exhibition in their respective territories. Consequently, the value of the Film’s rights as determined by such distributors would be dependent upon many factors including the economic conditions in such distributor’s territory. Economic downturns, changes in the currency exchange rates and changes in economic forecasts of any or all of the individual territories may cause a material adverse effect to FIT™ . Even if distribution agreements are obtained for certain territories, economic changes in any territory could affect complete any transaction

FILM

INDUSTRY OVERVIEW

Thefilmindustryconsistsofcompaniesin threemainareas:

1.)Production/Development–Inceptionofa scriptandtakingitthroughproduction. Sometimesarrangingandfindingfinancing, settingupdistributionandeditingtoafinal, finalcutofthemovieforrelease;

2.)Studios/Distribution,middlemenwholicense finishedfilmsfromtheproductionsegment, thencutdealswithexhibitors(thethird industrysegment),anddrivethebroad marketingcampaignsneededtospuraudience interest;

3.)Exhibition/Theaters,thephysicalplaces whereanaudiencecanseeafilm(theater chains,TVchannels,DVDsalesandrental, Internetservices).Sometimesboththefirstand secondclassesarethesameentity(themajor Studios),buttypicallytheStudiosemploy externalproductioncompaniestohandlethe complexactivityofexecutingafilmproduction

SCENARIO:

FIT™providestheDevelopmentFundingfor510filmsat$100keach; RothStockPicturesandMPMGprovidenetwork ofProjects;

TRISTAR(SONY)providestheProduction Fundingandworldwidedistribution.

While most media outlets that report and cover film and the entertainment business focus on the U.S. theatrical release (consider ‘weekend box office’ numbers in publications like the New York Times and the Wall Street Journal or web-sites like www imdb com or www boxofficemojo com), the commercial life of a film encompasses a diverse array of mediums, which make up a series of successive sub-releases:

1. Domestic Theatrical Release

2. Home Video (DVD/Blu-Ray)

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3. Television: Pay-Per-View, Premium Cable, Free Broadcast/Network & Syndicated

4. Streaming Video includes Netflix, Amazon, Google, YouTube, Yahoo, Hulu and others

5. International Release

6. Ancillary Markets

7. Music Sales, Ring Tones, Mobile Apps

REVENUE STREAMS T

Most films are first released in theaters throughout the US. Yet, while such revenue is the most widely reported, domestic theatrical release is by no means the most lucrative source of a film’s profits. Commonly,theatrical returns represent only about a quarter of a studio film’s potential returns and in recent analysis could even be a source of loss for independent films. Box office gross is crucially important, however, as the critical marketing force that drives subsequent revenue streams.

MAXIMIZING POTENTIAL BUYER

Fromasearlyasevaluatingscripts,deciding whichprojectstoinvestin,toeditingthefinal cutofthefilmandcuttingthetrailer,onemust alwaysbefocusedonmaximizingthenumber ofpotentialbuyers. Thegoalisnottoexclude anybodyfromthepotentialbuyerpool Froma producer’sstandpointthatmeansavoiding firstlookdeals(givingacompanythefirstright ofrefusalinrelationtodevelopingor producingaparticularproject)withstudiosor salescompanies. Whilethereissomesecurity inafirstlooksdealbecauseyouknowyouhave aprobablebuyerforyourfilm,itmaynotbe therightbuyerandyouareprobablybetteroff ontheopenmarket.

Thesubjectmatterisprobablythemost limitingcriteriaandhasthepotentialto alienatelargesegmentsofthepopulation Therefore,wetrytoavoidsubjectmatterthat istooobscure Generally,wetrytostay focusedonmain-streamcontent.Topicsthat aretooviolent,toosexuallycharged,ortoo discriminatorywilloftenalienatelarge percentagesofyourtargetaudience

Thereare32milliontotalfrequentmoviegoers –peoplewhoattendamovieonceamonthor more Frequentmoviegoingpeaksbetweenthe agesof18and24,with6.3millionfrequent moviegoersinthatagegroup,20%of21the total.Boththe12-17and25-39agegroups alsorepresentsimilarpercentagesand numbersofthefrequentmoviegoing population.

Ourknowledgeofourtargetaudienceand genreappeal,ensurethatwemaximizethe numberofpotentialbuyersoneveryoneofour projects. Forexamplehorror,sciencefiction, andactionfilmsoftensellbetterthandramas.

Hot topic or big concept / trend topic documentaries or documentaries involving key niches or names often sell more than more obscure or more personal documentaries Of course there are always rare exceptions, but best not to bank on being one of those. Films appealing to specific large- enough demographics seem more “valuable” than those that do not seem to have any specific appeal. Broad comedies can sell but highly depend on notable cast If they do not have the cast, it is almost always the case that they need a big festival to create the buzz that gives them the commercial push

MANAGEMENT TEAM

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Mr. Darren Sumner - Creator/Founder, Executive Producer, CEO of Reinvention Studio & Reinvention Media, Ltd.; Located in Los Angeles, CA 305-814-6327 or 310-927-6893

darren@reinventure-ltd com

Mr. Dwight Williams - Director, Compliance Officer Former SEC Attorney practicing International Law; Located in Salt Lake City, Utah dbwilliamslaw@gmail.com

Mr. Moshe Raymond - Director, International VC Platform broker and SFX artist for James Bond movies; Located in London, UK

Togzhan Kenessarina - Advisor, Strategic Partnerships. Former International Lawyer for Corporate and Venture Capitalists. Located in Los Angeles, CA

OUR ROLE

FIT™planstoholdweeklymeetingeitherover thephoneorSkypethatincludetheprincipals, (ifintown),keystaff,partnersandinvestors. Themeetingwillserveasanopportunityto provideanupdateoneachproject,andits status Eachkeycomponentwillhavean opportunitytogivetheirinputoneachfilm thatisconsidered Mr Sumnerwilllayoutthe overalldealstructure,theequityinvestment, foreachinvestor,thepartnerinvestments,and thesoftmoneycomponentaswellasgivea domesticestimateoneachproject,SalesCo willgiveanestimateofforeignvalue,excluding US,CanadaandLatinAmerica Thiswillbean overallestimatefortheirterritory,thengive anestimateforlevelofpre-salesbefore production.Thecreativeelementsofthe projectswillbereviewed,discussed,andthen thefinancingopportunitywillbeevaluated. Thesafety,coveragelevel,andpotential upsidewillallbeforecast,andadecisionon theopportunitywillbemade Anyinvited participantinthemeetingmaypresent projectstothegroupeachweek,astheydeem appropriate.

Investorswhocomeinatthegroundfloorof FIT™willbepartofsomethingmuchbigger thanjust3-5movies.Thesefilmswillonlyset thestageforadditionalprojectstocreate furtherdowntheroadafterthisoriginal investmenthasrunitscourse Weintendto followthesemovieswithmorefilmswith biggerbudgetsbutthatstillfollowour structuredmodel.Sowhilethenumbersare bigger,ourriskasapercentagewillalways remainthesame.

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In the future we also hope to have additional output deals with distributors and FIT™ will arrange such output deals through our relationships with major distributors that make sense in key territories to ensure the sale of each film at each territory is at a price we need We would look for partners who will distribute in major territories like UK, Germany and France We can also look for distributors that can take over multiple countries like Reliance, Fox Searchlight who will distribute all of Latin America, which is a total of 19 different countries in South America and the Caribbean.

Lastly in the future there will also be push into the television and internet based production for FIT™ . We would hire a dedicated television executive with vast experience to develop projects from the ground floor for network, cable and digital broadcast. We would look to strike an overall deal with a particular studio and find some key networks to work with Also, there is always the possibility of creating exclusive content for new media companies like Netflix, Hulu and Amazon There would also be the opportunity to self-finance projects with a series guarantee from a network and also by obtaining similar commitments from networks all over the world and employ a similar risk mitigation model as the one that will be used in our films.

FIT's future is more quality films, better projects, stronger partners and exploitation with other sources of revenues worldwide

THE FUTURE T

CONCLUSION

FIT™isadiversegroupofpartnersbringing complimentaryskillsandrelationshipstoa uniqueventure. AtFIT™wewillcreateand bringthetopcreativetalent,starpower,global reach,financiallysuccessfulandmultiple potentialandproductionexperience Wewill beginwithamodestnumberofmovieprojects ofamanageablesizetoprovidethebasisfor futureinvestment.Investmentswhichwillbe protectedandguidedbyexperienced economicandmanagerialprinciplesfromthe inceptiontodevelopmentofeachprojectto theirgreen-lighting,production,deliveryand subsequentcollectionofrevenue By assemblingthisteamandthestructureweplan toimplement;wehavemadesurethattherisk isminimalandconsistentinthegroupoffilms.

Wewillutilizeeveryfinancialadvantage possibleintheformofworkinkindservices, deferrals,rebatesandguarantees Sothat whileweareprotectingtheinvestmentwe havestillmanagedtoaccumulatemostofthe upsideassociatedwithapotentialbigwinner.

FIT™isacutelyattunedtothechangingmarket forcesbothintheindependentworldandthe entertainmentecosystematlarge.Thisventure hopestocreatefilmswhoseprofitsand culturalimpactwillfarexceedthefinancial investmentandtalentofeveryoneinvolved

Originally,FIT™wasinitiallyseekingfunding forthedevelopmentfundsandproduction financingofaslateof3-5films However,FIT™ withitsinvestorsandventurecapitalists,we intendtoseekoutothermethodsofcreating revenue,includingdevelopingIP,forfilmand TV alsointendstocontinueusingitsstructure, assumingit’ssuccessfulonthefirst5films. Thepartnersinvolvedinthefirstslatewill havefirstopportunitytocontinuetopartnerin

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As the talent, and complementary skill sets of the principals of FIT™ combine to gain great access to economically viable projects, early investors will also benefit from the growth and the growing network of the new company As the model is proven, it is likely that more talent, and more investors will come forward. With additional talent and money, the FIT™ approach can work on a project by project basis with talent, making them real back end partners, while still cross collateralizing the production financing risk across a growing slate of projects Additionally, as sequels, prequels and spin-offs of the successful FIT™ films become clear, these are additional opportunities to cash in on the success of a brand that’s been created

FIT™ brings together principals, Mr. Darren Sumner and Mr Dwight Williams and Mr Moshe Raymond, in a unique positioning of FIT with skills and expertise.

FIT™ will be an artist friendly place for creative and talents to make films as real back end participants In return, will keep the costs of production down, making the lead talent partners instead of paying them huge payoffs on the budget. This model allows FIT™ to make films with only less than 27% of the budget as any type of equity, and only 25% in cash equity This structure mitigates production risk, creates high values for potential upside compared to potential risk. By getting no less than 75% of the gross budget between soft money, brand integration and bank financing, the equity in only 25% of the budget. The domestic rights are unencumbered, and there is significant value of estimates, beyond the gap loan. Ultimately, FIT™ is about providing great access to material and talent, making movies for the right price to be advantageous and safe for the investor, while providing upside for the talent, so that everyone gets greater returns on their investments and their passionate love amongst talents and labor.