ProSpecTus

A Truly Amazing Flick, LLC

J. Carter Childs

prepared for

[LONG JOHN
ENTERPRISES, LLC]
Investors should consider the investment objectives, risks and charges and expenses of Long John Enterprises, LLC. before investing. The prospectus
contains this and other information about the company. To obtain a prospectus, please contact your representative or the company. Investors should
read the prospectus carefully before investing or sending money.
 [LONG JOHN ENTERPRISES, LLC] ProSpecTus

Contents

Memorandum of Understanding Page 3

Key Investment Points Page 4

Executive Summary Page 5

Management Page 6

Investment Summary Page 7

Market Summary Page 8

Distribution Strategy Page 9

Slate Page 11

LOI Bill Duke Page 12

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KEY INVESTMENT POINTS

Long John Enterprises, LLC is seeking the following:

• 80 – 100m in a 8 to 10 picture slate or 10m per film *

• Strategic investor affiliation that enhances Long John Enterprises, LLC’s relationships in the
film industry
• Open participation in location based tax incentives with the advantage played towards Long
John Enterprises, LLC to reduced investor liability
• The ability maintain creative control and management of all projects to ensure a premium
ROI to the investor

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EXECUTIVE SUMMARY

LONG JOHN ENTERPRISES, LLC is a new independent film production and entertainment company
corporation incorporated under the laws of the State of New York, for the purpose of producing
feature length motion pictures and television programming. Our philosophy is to produce
provocative, unexpected, entertaining and profitable urban motion pictures that will catapult
themselves into the limelight. LONG JOHN ENTERPRISES, LLC will produce and acquire the most
compelling content for the sophisticated urban generation; all with mainstream appeal and
franchise potential.

LONG JOHN ENTERPRISES, LLC has created a slate of films to be produced over its first three years
that appeals to a wide-ranging audience. The projects will be produced on budgets that maximize
the potential for major profitable returns without compromise to creative integrity. Each film will
be attractive and find easy acceptance to several of the most recognized major film distribution
companies.

Our goal is to support the initial vision of high quality urban independent filmmakers with creative
collaboration at every step of the process. We believe there is no other company in the
contemporary urban filmmaking arena with LONG JOHN ENTERPRISES, LLC’s distinctive
combination of innovative agenda. By contrast, LONG JOHN ENTERPRISES, LLC will be a maverick.
We will be primarily accountable to ourselves. We want our audience looking at films from LONG
JOHN ENTERPRISES, LLC to know — just who made the picture. We firmly believe that our
combination of passion, ingenuity and clear-cut honest responsiveness is the best way to ensure
results that make a difference.

LONG JOHN ENTERPRISES, LLC is managed by a team of individuals with over 30 years of
experience in the field of entertainment, marketing, music videos, commercial and film production,
and a chief executive officer with over 20 years of international business, finance and
administrative experience.

LONG JOHN ENTERPRISES, LLC’s executive team has produced the Sundance Film Festival feature
“This Revolution” featuring Rosario Dawson, the “Judy Clay Story” documentary, national
commercials campaigns for brands such Miller Brewing, Gatorade, Roca Wear Clothing, Enterprise
Rent-a-Car and over 100 high-end budget music videos that have aired on MTV, VH1, Fuse, Much
Music, ESPN and BET Networks worldwide. We not only offer our investors an investment in the
production company LONG JOHN ENTERPRISES, LLC and very attractive returns, but also the
opportunity to create a loyal business partnership that will allow this team to utilize a business
model setup to capitalize on additional revenue streams such as branded entertainment, television,
mobile content and video gaming projects while the initial investment internally develops the film
slate and company infrastructure.

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Management:

BILL DUKE- DIRECTOR/ PARTNER

Bill Duke is an American actor and film director with over 30 years of experience. Known for his
physically imposing figure, Duke's work frequently dwells within the action, crime and drama
genres but also includes comedy.

With a wide range of credits to his name in almost every film discipline, including directing,
producing, acting and writing, Bill Duke has founded Duke Media, formerly Yagya Productions,
which has been in existence for approximately 20 years.

For three years, Mr. Duke served as the Time Warner Endowed Chair in the Department of Radio
Television and Film at Howard University in Washington, DC, He was, then, appointed to the
National Endowment of the Humanities by former President Bill Clinton. Mr. Duke has also been
appointed to the California State Film Commission Board by Governor Arnold Schwarzenegger;
Mr. Duke now serves on the Board of Trustees at the American Film Institute.

WINSTON JOHN, JR. - CHAIRMAN & CHIEF EXECUTIVE OFFICER

Founder and CEO of Long John Enterprises, LLC, John is an entrepreneur embarking on an
ambitious strategy to bring focus to the fast growing urban entertainment consumer through music,
film and television. John recently acquired the literary and film development rights to the
controversial bestselling novel, “The Spook Who Sat by the Door” and is currently developing the
highly sought-after TV project, “When It Was Hip Hop.” John started his industry career as an intern
at Tav-Dash Records, an entertainment company responsible for launching the career of Grammy-
award winning singer, songwriter and producer R. Kelly.

He also worked closely with Kenny Korngey at Spoiled Rotten Entertainment, a label imprint with
Def Jam Records, home to multi-platinum artists Case and Changing Faces. Mr. John has also played
a role in the development and career of Jive Records, UK multi-platinum selling pop-star, Nivea
Hamilton, and also served as partner/consultant to multi-platinum producer Teflon; whose work
includes artists such as Eve, DMX, Rakim and Ruff Ryder’s. John has spent over 14 years managing
both film and music-related ventures and in 2002 added co-founder of 310 Racing, the first African-
American owned and driven team in the Indy Racing League. Mr. John has BA from Iona College
and JD degree from Rutgers University.

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JESSE L. ASKEW – PRESIDENT & CHIEF MARKETING OFFICER

Founder and Managing Director of NyceLife Ventures, LLC; subsidiary companies include NyceLife
Marketing Group and Amplifier Apparel. Jesse is a veteran of the entertainment industry and is
widely respected as savvy marketing executive with years of demonstrated success leading creative
divisions within entertainment and marketing organizations. Jesse has facilitated, brokered and
managed numerous strategic marketing deals for major record labels, advertising agencies and
entertainment companies such as United Talent Agency, General Motors, Indianapolis Motor
Speedway, Indy Racing League, Island Def Jam Music Group, KSL Media, Universal Motown Music
Group, Roca Wear Clothing, NASCAR, Armadale Vodka and most recently Michael Jordan
Motorsports. His film industry background includes a primary acting role in the film-short “Final
Act [1998]” featuring actor Joe Morton and executive produced by Danny Glover; executive
producing the “Judy Clay Story [2006]” documentary featuring Isaac Hayes, David Porter, Al Bell
Dee Dee Warwick and William Bell. Jesse also produced the Sundance Film Festival feature “This
Revolution [2005]” starring Rosario Dawson, Michael Kane and Amy Redford.

Prior to starting NyceLife Ventures, Jesse held executive posts as Executive Vice President &
Founding Partner of CO.OP Artists/Media Cooperative and Vice President of Entertainment
Marketing for EMT Corporation; where he was responsible for the company’s multi-million dollar
technology related investments and creating new strategic entertainment partnerships. Earlier in
his career, Jesse served as program officer for the Fund for New York City Public Education and
managed over $30 Million in music and arts grants from donors such as Chase Bank, Henry R.
Kravis, Richard I. Beattie, Jan Aronson and Edger M. Bronfman. He holds BA from Saint Augustine’s
College in Raleigh, North Carolina and a MS in Administration from Metropolitan College of New
York.

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INVESTMENT SUMMARY

Investment in the motion picture industry is highly speculative and inherently risky. There can be
no assurance of the economic performance of any motion picture, since the revenues derived from
the production and distribution of a film depend primarily on its acceptance by the viewing public,
which is a factor that cannot be predicted. The commercial success of a picture also depends on the
quality and acceptance of competing films released into the marketplace at or near the same time,
general factors such as the economic climate and other tangible and intangible factors. Every
studio has at times counted on a film’s success only to have the film perform poorly at the box
office. There are no guarantees of a film’s profitability. Indeed, there is the very real possibility that
a picture may never turn a profit for the distributor, the producers or the investors. However, there
are ways to increase the chances of a film’s success.

A producer with a solid, good quality script and an interesting story has a much better chance of
attracting name talent to the film project script Not every role in a script is played by actors who
are well known to the public, but it does help an urban independent film’s chance of success if one
or two actors in the picture are instantly recognizable to the viewing public. Another way an urban
independent producer can increase a film’s chance of success is to ensure that the production
values are high. In essence, the concept of production value is based on the principal that it takes
money to make money. An urban independent producer who spends his budget wisely to ensure
that the film’s final look is one of quality has done his job well.

THE MARKET

With the enormous success in recent years of the independent film segment, some independent
companies such as Miramax have become well-financed divisions of studios. Studios can then
capitalize on the success of the “independent” distribution arms attached to them, while the
“independent” distributors maintain a level of autonomy within the corporate structure. The
independent distributors are then free to produce and distribute those films, which have smaller
budgets, which can then be placed into niche markets.

Many independent films are marked by a noted abundance of explicitly sexual and/or violent
content. However, recent events have prompted a backlash that is forcing distributors and
programmers to be more responsible in the labeling and editing of such content in North America.
An example of the type of policing of programming content is the Motion Picture Association of
America’s TV ratings system, which was developed when the U.S. Congress gave broadcasters and
programmers a mandate to patrol themselves or the government would intervene. This basically
amounted to censorship, which the entertainment industry wants to avoid.

The past decade has seen a great resurgence of urban independent filmmakers, smaller production
companies and distribution companies. Specialty theaters are also on the rise. Most low-budget
urban features get their initial theatrical release in these venues, which attract adult, multicultural
and college audiences. While most independent productions used to stay in the specialty circuit,
they are now also being shown in the mainstream multiplex theaters for general consumption. All
these developments have combined to increase the chances for a well-made, low-budget film to
make money.

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As an independent production company, LONG JOHN ENTERPRISES, LLC has advantages over a
studio system. The executive production team is in control of the script, which means that any
changes to the script do not need to be reviewed by a committee, losing valuable time in the
process, but can be implemented immediately. This quick response time is vital to a production
when every minute wasted costs the production company money. Another significant advantage
that LONG JOHN ENTERPRISES, LLC, has is the lower risk involved in investing in a smaller firm.
When the negative cost [actual price paid up to and through the completion of the film negative,
which is then used in the process of creating release prints to be shown in theaters], overhead and
P&A (print and advertising) costs are factored in, a studio picture must gross 2.5 times the film’s
budget to recoup the cost of making the film.

Therefore, a film costing $50 million would have to make $125 million to break even. By the same
standard of comparison, a film budgeted at $10 million needs only to gross $25 million to recoup its
cost. This figure is easily achieved in domestic, with international distribution generating additional
profits.

Current Market Assessment:

Made available in full business plan

DISTRIBUTION STRATEGY

The motion picture industry is highly competitive; with much of a film’s success being directly
related to the skills of the distributor’s marketing strategy. LONG JOHN ENTERPRISES, LLC intends
to negotiate with a distributor. To maximize the Company’s bargaining power, and the producer’s
and investor’s potential profit, the distribution negotiation will begin just prior to or immediately
following completion of principal photography.

Distribution companies generally choose to view a film before they decide whether or not they will
choose to invest their energies and resources in the film. This creates an opportunity for a truly
exceptional film to be the source of a bidding war among distributors. LONG JOHN ENTERPRISES,
LLC’s goal is to make a quality motion picture that people will enjoy and that distributors will be
interested in picking up, thereby increasing the chances of the film’s success.

Distributors license the film to both domestic and foreign exhibitors, for a percentage of the box
office gross. The best possible initial release for a feature film produced domestically is release in
theaters. Not all films earn the prestige that a theatrical release will garner. However, a theatrical
release drives the price upward for the rest of media releases, such as home video, pay TV, etc. For a
picture in initial release, the exhibitor will pay a percentage of the revenues from ticket purchases
to the distributor (the “film rentals”). Film rentals customarily diminish over the length of a film’s
theatrical run. Depending on the distribution agreement, the producers and investors are entitled
to a percentage of film rentals, only after the distributor recoups its distribution fee, P&A expenses
and distribution expenses.

Other media releases for the film are calculated in a similar fashion. For instance, a home video
company pays an amount to the distributor for the right to stock its video stores with the title. From
these fees, the distributor will deduct its distribution fee, advertising costs and other distribution
expenses in order to recoup its costs. The producers and investors then receive their agreed-upon
revenues as set out in the distribution agreement. The same goes for television and ancillary rights.

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The total sum of monies received by the distributor, from the exploitation of all rights that it is
entitled to, exploit under the agreement are called the “distributor’s gross”.

Every distribution agreement is different; however, there are similarities common to all. The
distributor receives a distribution fee, which is the percentage of the profits that the distributor will
receive from the gross. The distributor is then entitled to recoup its marketing costs and
distribution expenses. The remaining sum is payable to the producers and investors, and is
generally called the “producer’s gross” or the net sum. The motion picture industry is highly
speculative. On average, films lose money or merely earn back their budgets. A large part of this
phenomenon may be attributed to distribution company’s over-spending on marketing and
distribution costs for a film. These expenditures are then deducted from the gross profit, after the
distributor takes its distribution fee. Therefore, a picture’s profit is already diminished by the
distributor’s share, and after expenses it is difficult for most films to earn a profit.

Independent producers and production companies that have insight into distribution companies
are at an advantage when negotiating for a film’s distribution agreement. It is in LONG JOHN
ENTERPRISES, LLC and its investor’s best interest for the Company to seek a distribution advance
against revenues, or to seek a negative pick-up, from a distribution company. An advance against
revenues means that in exchange for the rights to “Buffalo Snow” and future slated projects, the
distributor would pay the LONG JOHN ENTERPRISES, LLC a sum of money upfront. Portions of this
advance can then be used to recoup those amounts expended in the production process. While
many distributors do not pay advances on features, it is an important strategy for a producer to
know and utilize when negotiating with distributors. A negative pick-up means that a distributor
pays the actual costs of creating the negative of the film. This cost factors in development, pre-
production, production and post-production.

Depending on the distribution agreement, the relationship can end there with the distributor
buying the producer out, or the producer can then share in net proceeds from the film after the
distributor has recouped its distribution fee, negative pick-up costs, marketing and distribution
expenses. There is an active market for completed urban motion pictures, with virtually all studios
and independent companies seeking to acquire completed films in this genre. These acquisitions
are influenced by the film’s elements, such as quality of screenplay, cast, production values and the
number of other films in the same genre or theme currently being distributed by the distributor.

Independent distributors have an advantage in releasing low-budget films, since they have the
experience and patience necessary to handle the slower “platform” method of release. A platform
release strategy involves opening a film in a select few cities, building on the film’s word-of-mouth,
and gradually widening the release to add more cities and more screens to the release schedule.

Studios, on the other hand, have extensive resources with which to finance a number of prints and
have guaranteed exhibition of their product. This means that a film can be seen by large numbers of
people at any given time. It also means that if the film fails at the box office, it becomes much harder
to recoup its cost in the other areas of rights exploitation, as the film is seen by the public as having
been a box office bomb. A film’s success or failure at the box office can directly affect its success in
all other venues. Another advantage to the studio distribution system is that, as the studios merge
with larger corporate conglomerates, they often add arms of television stations and cable systems.

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SLATE

“The Spook Who Sat By The Door” (Pre- Production)

This Screen play will be treated as a highly intense action drama. All of the action and the drama will take place
within the framework of a blurred time line. This process will move the screenplay in and out of settings and
situations that will seem and feel like the 60's in certain scenes, when the actual story will be taking place in the
now, it’s new setting. This will create a sense authenticity, as well as an immediate attachment to the now, the
moment. Coupled with this movement will be use of actual 60's film footage in a relevant capacity. Its powerful
symbolism will act as a backdrop for settings, situations and dialogue, to inform, tie in and familiarize.

• Intellectual Property Rights Owned

• Working Script
• Negotiating Director and Cast

“Buffalo Snow” (Pre- Production)

An obsessive compulsive hit-man with panic disorder, LUKE MUNSON has lived a tortured life ever since he killed
his own father to save his heroin-addict mother when he was only a child. Tortured and suicidal, strung out on
coke and lingering guilt, Luke has killed over 200 people, but he may find a chance for a better life when he
meets the beautiful BAMBI, a hooker with whom he shares a strong psychic bond. Increasingly unable to
distinguish between his nightmares and the waking world, Luke is a lost soul in search of redemption whose
mental problems may be far more pervasive than we realize...

• Directed By Bill Duke

• Intellectual Property Rights Owned
• Working Script
• Negotiating Cast

“The Guy Fisher Story” (Pre- Production)

Born into bedlam and inspired by bourgeoisie, lives a story that captures the very essence of Harlem. Renaissance
engrossed with ridicule gives life to the profligacy of the morally confused. Bound by an oath of arrogance and
fueled by an agenda of self worth; boys, raised to be gentleman, who inevitably became gangsters that later used
internment to become men; weave an excellent tale through the streets of Uptown Manhattan with ultimate
jones for the “Almighty Dollar”. The eldest of five from the Patterson projects of the South Bronx, Guy Fisher
became one of the most prolific criminal minds in American history. Beginning his infamous ascent under the
tutelage of the notorious Nicky Barns, Fisher rose to sit at the helm of the American heroin trade. Calculating
wise moves torn right from the pages of his ostentatious mentor, Guy was able to move with precision through
the many pitfalls bestowed on him by his countless street enemies, the Italian mafia, and federal prosecutors. A
true business man, Fisher saw the light at the end of the tunnel; only to have his steam cut by the very man who
insisted on his loyalty.

• Intellectual Property Rights Owned

• Working Script
• Negotiating Director and Cast

“When It Was Hip Hop” (Network Negotiations-Viacom) Details disclosed to the serious investor.

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