FLAMES OF PASSION & ROBERTO MONTICELLO PRODUCTIONS, LLC. Flames Of Passion Prospectus 2015 Flames Of Passion & Roberto Monticello Productions, LLC. Prospectus Review… By Randal Bazzano, Manager 9-15-2014 Rev. 10-19-2014 FLAMES OF PASSION PROSPECTUS CONTENT: Promotional Festival Review p.2, Introduction to Randal Bazzano Producer p.3, Introduction to Roberto Monticello Director p.5, Introduction to Romain Lambert Director Of Photography p.6, Introduction to Herve Postic Composer p.7, Introduction to Sud Ovest Recording Studio p.8, Introduction to BNR The Symphonic Orchestra p.10, Flames Of Passion Synopsis p.11, Pre Production Budget p.13, Opus Data Financial Report p.15, Executive Producer or Finder Agreement p.20, State Of New York Certificate Of Existence p.27, LLC Operating Agreement p.28, FINRA Investors Credit Report p.36, Form D SEC Notice Of Exempt Offerings Of Securities p.45…
This document is posted to help you gain knowledge. Please leave a comment to let me know what you think about it! Share it to your friends and learn new things together.
Transcript
FLAMES OF PASSION & ROBERTO MONTICELLO PRODUCTIONS, LLC.
FLAMES OF PASSION PROSPECTUS CONTENT: Promotional Festival Review p.2, Introduction to Randal Bazzano Producer p.3, Introduction to Roberto Monticello Director p.5, Introduction to Romain Lambert Director Of Photography p.6, Introduction to Herve Postic Composer p.7, Introduction to Sud Ovest Recording Studio p.8, Introduction to BNR The Symphonic Orchestra p.10, Flames Of Passion Synopsis p.11, Pre Production Budget p.13, Opus Data Financial Report p.15, Executive Producer or Finder Agreement p.20, State Of New York Certificate Of Existence p.27, LLC Operating Agreement p.28, FINRA Investors Credit Report p.36, Form D SEC Notice Of Exempt Offerings Of Securities p.45…
2
EUROPEAN INDEPENDENT FILM FESTIVAL 2013 Flames Of Passion "Frederic's American Experience" promotional video accepted in the ECU Firsts category by Scott Hillier and his ECU Team... With Flames Of Passion video promotional accepted by Scott Hillier and his ECU 2013 Team, ECU Firsts Category Special Selection, I have another marketing strategy with an International audience. Still with development and pre production finance unsecured I appreciate and thanks to those that have made the time to review this project and contributed to the development... ECU Firsts Category Special Selection
Randal Bazzano: “Sir Knight” Producer / Screenplay Writer… Position: Writer / Producer Company / Status: Flames Of Passion / Owner / Cinema References: Roberto Monticello Productions / NYC Address: 1033 Robin Way, Sunnyvale, CA, US Tel. / Mobile: +1 530 591 7191 / Skype: randal.bazzano Mail: [email protected] Web: www.indieproducer.net/profile/flamespro Presentation: Pre Production Film development associates with France Alsace Region, Michel Woch, for Flames Of Passion project. With my first career, as a student, I attained the Associate and Bachelor Of Arts in the field of psychology. I picked up a CNA certificate and worked mainly in the health and human service sectors. While in prep for grad school I studied research and creative writing along with acting. In 1986 during the Statue Of Liberty celebration birthday something compelled my soul to research out the creator Frederic Auguste Bartholdi. His life is fascinating and Flames Of Passion screenplay evolved. Margot Myles Literary Agency picked up the representation and contacted the award winning director Roberto Monticello. Roberto felt the script was as compelling as "EMMA" and we started development to where we are now with pre production and budget. I think the story will add light globally, politically and personally on the issues for what the Statue Of Liberty represents and how that evolved. I would appreciate all feedback on peoples thoughts about this project. According to Roberto, the attached director, the projected budget $2,943,107.00.
More information is needed from associates in France with work on a co production plan. Catherine Benony a Sculptor has worked on cost for creating the needed Statues. Filming In France PA Mathieu Ebbesen- Goudin, Dp Cyrille Valliant and Film France Michele Woch, Lucas Frechen from Alsace Region and Emmanuel Loheac from the Bretagne Region have been extremly helpful with costs and location issues. The Film France "TRIP" incentives give reason why a co production is the way to have good Cinema produced in France. All funds for the project will be used to promote this feature film project through completion. Thirty percent of the scenes will be shot in France Alsace and Bretagne Regions. All the United States scenes will be in and around New York City.
5
Roberto Monticello: “The King Of SoHo” Director… “It’s rare to find material in this business like Emma or Flames Of Passion. For Flames Of Passion I’ve done extensive research and even bought several books on the Statue Of Liberty. This is an exciting story that has incredible possibilities.” Addition: Roberto has done 28 films in 9 countries, and has directed 56 play productions, and written 19 of them. He has won nine different awards, the latest being The Film Humanitarian Award from the Queens Film Festival. Currently he is in production on a documentary addressing the human trafficking issues. Roberto is the attached director for Flames Of Passion. Roberto Monticello Productions http://www.robertomonticello.com
Romain Lambert: ” (Faun)” Director Of Photography… Director of House of Lies Demographic information… France | Fine Art Current… Director at House of Lies Past… Writer at Mare Films, Editor at Mare Films, Electrician in Engraineurs, “Thanks Young” Electrician at Madiana Productions ... Education… Sorbonne Nouvelle University (Paris III), High Image and Sound of Angouleme, versatile High School Bazeilles Summary… Camera Work: http://lesimagesdufaune.com
Sud Ovest records together with Music Josef Europe East Sofia, have an exclusivity contract with the the National Radio Symphony Orchestra since September 2013. The Orchestra composed by 95 elements, the Big Band with its 35 elements and the choir with its 50 elements are at your disposal for any kind of musical project. This agreement between us and the Bulgarian National Radio allows us to have lower costs than before when recording in Sofia together with artistic quality guaranteed by more than 60 years of orchestra’s life. Thanks to the “Source Live”, we are able to offer the possibility to record in remote mode, therefore without moving studio or office. The remote recording permits the composer, assistant, conductor and all those who need to be at the recording, to actually see anything happening in the studio from any location. The hearing of the audio is High Quality thanks to a dedicated system which allows to transmit the music and simultaneously watch with a webcam what happens in the control room; obviously, as it normally happens in a studio, it is possible to communicate with the orchestra director and with the technicians. Since 1992 Sud Ovest Records produces and organizes in Sofia any kind of musical recording with great films musical composers such as, just to name a few, Ennio Morricone, Luis Bacalov, Pino Donaggio, Nicola Piovani, Carlo Siliotto, Andrea Guerra. We have also produced, recorded and mixed European and American films, “The Postman” – Winner of Oscar for the best soundtrack Movie, “Hotel Rwanda”, “The Punisher”, “Nomad” nominate to the Golden globes for 2007, “Oorlogswinter”, “Instructions not included and many other more. Our structure can arrange whatever needed for your stay in Sofia: car with driver, interpreter, 5 stars hotel at discounted rates and anything else you need allowing you not to worry for anything else than your music. If you desire, in addition to the recording of the orchestra in Sofia, we can mix in our “Stone recording Studio”, www.stonerecordingstudio.com specifically designed for the 5.1 mix. It is a great opportunity to mix and visit our wonderful town.
9
Just to give you a preview of the costs: Orchestra players 33 Euro per session (3 hours), Studio 1 Of National Radio with Millennia microphone preamps included, 130 euro per hour. Special prices will be applied in case you desire to mix in our Stone Recording Studio in Rome. At both Stone Recording Studio in Rome and in Sofia, you may decide to record and mix with either our own Sound Engineer Marco Streccioni or yours.
Staff Marco Streccioni – Sound Engineer Has started recording the first soundtracks in 1980, has worked as a sound engineer with the greatest film music composers: Ennio Morricone, Luis Bacalov,Pino Donaggio, Carlo Siliotto, Paolo Vivaldi, Egisto Macchi, Piero Umiliani, Fiorenzo Carpi, Nicola Piovani, Leonard Rosenmann, Andrea Guerra, Manuel De Sica and many more. So far he has recorded and mixed more than 550 soundtracks with more than 150 composers. Gabriele Conti – Pro Tools Operator Has started his experience with the Forum Music Village, historic recording Italian Studio. He presently works with Stone Recording Studio in Rome. He as well as worked with the most famous Italian composers for various projects. He follows all the phases of the project from the preproduction to the mixing. Pro Tools is by now his mind and hands extensions Slav Stavtchev – Orchestra Manager Graduated at the Music and Theater Academy of Munich in Bavaria as oboist, he is one of the regularly guest musicians of the most prestigious orchestras in Europe – Bavarian Radio Orchestra, Munich State Opera, Heidelberg Symphony Orchestra – etc , where he played together with high caliber musicians such as Sol Gabata, Maxim Venegrov, François Leleux, Ariel Zukermann, Beni Schmid, Jorg Widman, etc. Slav Stavtchev has more than 15 years experience in the management and promotion for various musical groups by performing in some of the most important festivals and in most of the greatest theaters in Europe: Concert Hall in Berlin, Philarmonie in Gested-Munich, Philarmonie Colon, Salzburger Festspiele and many more. He is first oboist in the Orchestra of The Radio of Sofia since two years. Tel/fax +39 0650916829 Gsm +39 335371414 E-mail [email protected] www.sudovestrecords.com
Bulgarian National Radio Symphony Orchestra The Symphonic Orchestra of the Bulgarian National Radio is one of the most important orchestras not only in Bulgaria but also in the Balkans. With its concerts activity in the country, its various international tours and mainly its recording activity, the orchestra has been taken as a model for the high artistic and professional skills. The orchestra’s members come from the most prestigious Musical and Conservatory Academies; the Moscow Academy, The Academy of Saint Petersburg, the Julliard School, the State Music Academy. The orchestra’s repertory is extremely rich and various with difficult and rarely played lyrics, operas and ballets. One of the main activities of the Bulgarian National Radio Symphony Orchestra is the recording for either the National Radio Library or the realization of various musical projects such as films’ soundtracks. The important professional and artistic growth of the Bulgarian National Radio Symphonic Orchestra is due to its long lasting conductor Vassil Stefanov (1913-1991) who directed the orchestra for more than 30 years. Milen Nachev directed the orchestra until 2002. In 2003-2004 the orchestra was guided by one of the most expert conductors, Rossen Milanov. Starting 2008 the permanent director is the famous Bulgarian composer and conductor Emil Tabakov. The Orchestra has been recognized as the best one in the country under his guidance. In 2001, the Orchestra has received from the Ministry of Culture, the Bulgarian musical and dance operator’s League and the Radio FM Classic, the prestigious prize “Crystal Lira” for its high achievements in musical art and dance.
11
Flames Of Passion: by Randal Bazzano: For inquiry call (530) 591-7191 or Di. Roberto Monticello (916) 661- 1626. (Drama/Biographical) WGA,w. #696343; Pau2-938-128 Tagline: The story about Frederic Bartholdi and his creation The Statue Of Liberty. Logline: Flames Of Passion is the story about Frederic Auguste Bartholdi who originated the design for The Statue Of Liberty. Synopsis: From his vision of a woman, shot down in a street riot during the Second Empire in 1852 Paris, the story begins with a student artist. Frederic traveled to Egypt to experience the colossi Pyramid and Sphinx. Sailing along the soon to be completed French engineering Suez Canal, he saw a peasant Egyptian woman carrying a water vase on her head. Frederic then drew the same woman but holding a lantern up with her left arm and hand. He titled the drawing "Progress Bringing Light To Asia." After returning to France the proposal to construct a lighthouse, at the entrance to the Suez Canal, was submitted to the Egyptian Ambassador during a celebration hosted at Versailles. Frederic's vision of a colossus woman statue was accepted. Upon returning to Egypt, with a statuette model, the project was aborted do to finance. In desire he returned to France. The government of France in the meantime protesting against a Prussian/Spanish arranged marriage, that would create border tension politically for France, declared war against the Prussian government. Frederic was soon recruited to lead the Colmar Militia for the fortification in Alsace. Lorraine and Alsace was soon over thrown and Napoleons soldiers captured. After paying five billion Francs for retribution, agreed to by the Prussian government, Frederic was free to continue his life as an artist.
12
With republic sentiment Frederic sculpted on a rocky mountain side what is known as The Lion Of Belfort.
This creation was to show that the Prussians and Spanish did not destroy France and her true spirit. Returning to Paris he resumed work at the Le Grand School Of Art. His associates convinced him a work was needed to honor American / Franco relations. Edouard Laybolye, a law professor at the University of Paris, arranged Frederic to travel and see for himself America. With colleagues support from the Harmony Society, a Franco/American fraternity, he sailed on the PIERRE from Le Harve. On the voyage, after many drawings of a woman colossus lighthouse, "Liberty Enlightening The World" was born. Frederic met Jeanne Bauex, a French women refugee associated with the Unitarian church in Toronto, through a Harmony Society colleague while visiting New York. Jeanne became inspiration for him to return to France, after his continental tour, and follow through with the project. Working with government officials the plan on having a General Lafayette Statue was completed as well as a part of the Statue Of Liberty. Frederic and Jeanne were married after the 1886 Philadelphia Exposition presentation of the arm carrying a torch. She is to have been his model, inspiration and liberty to follow through with the completed masterpiece.
13
FLAMES OF PASSION PROJECT PRE PRODUCTION BUDGET… Story Rights $60,000.00 Scenario $17,500.00 Development Costs $30,000.00 Executive Producer $150,000.00 plus a % of Distribution Producer / Writer $50,000.00 plus 10% of Distribution Director $149,940.00 plus a % of Distribution A. ABOVE THE LINE COST… $457,440.00 Production… Cast $171,479.00 Extras $52,154.00 Production Staff $126,491.00 Design Labor $37,730.00 Construction Labor Set Dressing Labor $12,390,00 Property Labor Special Effects Labor Wrangling Labor $14,000.00 Wardrobe Labor $6,360.00 Makeup / Hair Labor $42,400.00 Video Technical Crew $13,000.00 Camera Labor $31,000.00 Electrical Labor $13,000.00 Grip Labor $11,000.00 Production Sound Labor $10,000.00 Transportation Labor $7,140.00 Fringe Benefits $146,352.00 Production Office Expenses $9,000.00 Studio / Backlot Expenses $98,000.00 Location Office Expenses Site Expenses $74,442.00 Unit Expenses Travel & Living Expenses $268,501.00 Transportation $36,490.00 Construction Materials Art Supplies Set Dressing Animals Wardrobe Supplies $89,320.00 Makeup / Hair Supplies Video Studio Facilities Video Remote Technical Facilities Camera Equipment $125,800.00
14
Electrical Equipment Grip Equipment $8,400.00 Sound Equipment $6,000.00 Second Unit France $105,430.00 (Crew & Equipment) Video Tape Stock $1,700.00 Production Laboratory B. BELOW THE LINE PRODUCTION COST… $1,726,179.00 POST PRODUCTION… Editorial Labor Editorial Equipment Video Post Production (Picture) $30,000.00 Video Post Production (Sound) Post Production Laboratory Film Post Production Sound Music $250,000.00 (Complete Package) Titles / Opticals / Stock Footage Versioning Amortizations (Series) C. POST PRODUCTION COST… $280,000.00 OTHER EXPENSES… Unit Publicity General Expenses $26,370.00 (Insurance) Indirect Costs D. OTHER EXPENSES TOTAL… $26,370.00 TOTALS A+B+C+D = $2,489,989.00 CONTINGENCY… $367,396.00 (See Ledger for Details) SUB TOTAL $2,857,385.00 Completion Guarantee $85,722.00 Cost Of Issue Grand Total $2,943,107.00
Query Saved Queries
Home | Explorer | Documentation | Support | Subscribe | Sign Out
Cinderella $85,000,000 $85,000,000 contact us contact us $2,900,000Das Leben der Anderen $81,197,047 $11,284,657 $69,912,390 $4,437,988 $2,000,000God’s Not Dead $60,755,732 $60,755,732 contact us contact us $2,000,000The French Connection $41,158,757 $41,158,757 contact us contact us $2,200,000The Black Stallion $37,799,643 $37,799,643 contact us contact us $2,700,000Garden State $36,028,802 $26,782,316 $9,246,486 contact us $2,500,000Courageous $35,185,884 $34,522,221 $663,663 $16,338,623 $2,000,000That Thing You Do! $34,557,416 $25,857,416 $8,700,000 contact us $2,500,000The Bridge on the River Kwai $33,300,000 $33,300,000 contact us contact us $3,000,000Boyhood $31,036,015 $20,732,277 $10,303,738 contact us $2,400,000In the Heat of the Night $24,379,978 $24,379,978 contact us contact us $2,000,000The Best Years of Our Lives $23,600,000 $23,600,000 contact us contact us $2,100,000Hustle & Flow $23,563,727 $22,202,809 $1,360,918 contact us $2,800,000
Quick Report
Show financials for top 100 movies where genre is Drama less.. with production budget between '2000000' and '3000000'
Amores Perros $20,883,834 $5,383,834 $15,500,000 contact us $2,000,000Boys Don't Cry $20,741,000 $11,540,607 $9,200,393 contact us $2,000,000Before Midnight $20,737,030 $8,110,621 $12,626,409 $1,382,174 $3,000,000Cat on a Hot Tin Roof $17,570,324 $17,570,324 contact us contact us $3,000,000Central do Brasil $17,006,158 $5,969,553 $11,036,605 contact us $2,900,000Winter's Bone $16,131,552 $6,531,503 $9,600,049 $3,872,652 $2,000,000Ulee's Gold $15,600,000 $9,054,736 $6,545,264 contact us $2,700,000To Kill A Mockingbird $13,129,846 $13,129,846 contact us $2,736,045 $2,000,000Tsotsi $11,537,539 $2,912,606 $8,624,933 contact us $3,000,000Water $11,322,573 $5,529,144 $5,793,429 contact us $3,000,000Before Sunset $11,293,790 $5,792,822 $5,500,968 contact us $2,000,000Krush Groove $11,052,713 $11,052,713 contact us contact us $3,000,000Elmer Gantry $10,400,000 $10,400,000 contact us contact us $3,000,000Thirteen $9,505,996 $4,601,043 $4,904,953 contact us $2,000,000Lolita (1962) $9,250,000 $9,250,000 contact us contact us $2,000,000
Quick Report
Show financials for top 100 movies where genre is Drama less.. with production budget between '2000000' and '3000000'
Lolita (1962) $9,250,000 $9,250,000 contact us contact us $2,000,000This is England $8,739,576 $327,919 $8,411,657 contact us $2,380,000American Splendor $8,685,632 $6,003,587 $2,682,045 contact us $2,000,000Me and You and Everyone We Know $8,425,527 $3,885,134 $4,540,393 contact us $2,000,000Harsh Times $6,225,304 $3,337,931 $2,887,373 $2,693,131 $2,000,000Ghost Dog: Way of the Samurai $6,030,230 $3,330,230 $2,700,000 contact us $2,000,000Get on the Bus $5,691,854 $5,691,854 contact us contact us $2,400,000A Guy Named Joe $5,363,000 $5,363,000 contact us contact us $2,627,000Before Sunrise $5,274,005 $5,274,005 contact us contact us $2,500,000Kama Sutra $4,109,095 $4,109,095 contact us contact us $3,000,000Alexander's Ragtime Band $4,000,000 $4,000,000 contact us contact us $2,000,000Thirteen Conversations About One Thing $3,705,923 $3,287,435 $418,488 contact us $3,000,000Days of Heaven $3,660,880 $3,446,749 $214,131 contact us $3,000,000Basquiat $2,962,051 $2,962,051 contact us contact us $3,000,000Letters to God $2,908,902 $2,848,587 $60,315 $6,407,328 $3,000,000
Quick Report
Show financials for top 100 movies where genre is Drama less.. with production budget between '2000000' and '3000000'
Hamlet $2,419,669 $1,577,287 $842,382 contact us $2,000,000Sur Le Seuil $2,013,052 $2,013,052 contact us contact us $2,500,000Meek's Cutoff $1,869,928 $977,772 $892,156 contact us $2,000,000Jesus' Son $1,687,548 $1,282,084 $405,464 contact us $2,500,000Subway $1,663,296 $390,659 $1,272,637 contact us $2,000,000The Book of Mormon Movie, Volume 1: TheJourney $1,660,865 $1,660,865 contact us contact us $2,000,000
It's All Gone Pete Tong $1,620,620 $120,620 $1,500,000 contact us $2,000,000Bully $1,381,824 $881,824 $500,000 contact us $2,100,000Dinner Rush $1,075,504 $638,227 $437,277 contact us $2,000,000Sherrybaby $622,806 $199,176 $423,630 contact us $2,000,000House of D $466,106 $388,532 $77,574 contact us $2,000,000The Last Sin Eater $388,390 $388,390 contact us contact us $2,200,000Stonewall $304,602 $304,602 contact us contact us $2,000,000Hum to Mohabbt Karega $121,807 $121,807 contact us contact us $2,000,000
Quick Report
Show financials for top 100 movies where genre is Drama less.. with production budget between '2000000' and '3000000'
Stonewall $304,602 $304,602 contact us contact us $2,000,000Hum to Mohabbt Karega $121,807 $121,807 contact us contact us $2,000,000Valley of the Hearts Delight $118,666 $118,666 contact us contact us $2,500,000The Gambler $101,773 $51,773 $50,000 contact us $3,000,000Sommersturm $95,204 $95,204 contact us contact us $3,000,000Eureka $76,654 $49,388 $27,266 contact us $2,000,000This Thing of Ours $37,227 $37,227 contact us contact us $2,000,000Fort McCoy $36,907 $36,907 contact us contact us $3,000,000Redemption Road $29,384 $29,384 contact us contact us $2,300,000The Dress $16,556 $16,556 contact us contact us $2,650,000London $12,667 $12,667 contact us contact us $2,000,000Tanner Hall $5,073 $5,073 contact us contact us $3,000,000Rockaway contact us contact us contact us contact us $2,000,000
Quick Report
Show financials for top 100 movies where genre is Drama less.. with production budget between '2000000' and '3000000'
NOTE: Potential Investors have a choice between the Finder / Executive Producer Agreement or
the LLC Members Agreement…
FINDER / EXECUTIVE PRODUCER AGREEMENT
THIS AGREEMENT is made the day of 2015 BETWEEN: Flames Of Passion & Roberto
Monticello Productions, LLC whose registered office is at P.O. Box 372, New York City, New
York 10014 and Finder of _________________________.
Whereas the Producer owns, controls or otherwise has the exclusive right to produce
FLAMES OF PASSION, based upon a screenplay written by Randal Bazzano.
Whereas the Finder is engaged in financing and seeking finance in the film and television
industry.
Whereas the parties to this agreement wish to enter into an agreement whereby the Finder
will introduce the Producer to third parties who may be interested in lending for, investing in, or
in any other way financing all or a portion of the development, production, distribution or
exploitation of the Film and who hereinafter shall collectively be referred to as ‘the Financier’ or
‘Financiers’.
The parties hereby agree as follows:
1 TERM AND SERVICES (a) Commencing on the date hereof and continuing until terminated by either party as provided
in this agreement, the Finder shall use its best efforts on an exclusive basis in [territory] on a
non-exclusive basis in [territory] to introduce the Financiers who may be interested in
co-producing, financing, investing or lending money (either their own or that of third parties) to
the Producer connection with the Film. The term of this agreement shall continue for a period of
________ automatically renewable for a further period of ________ unless one party
notifies the other in writing of their election to terminate this agreement by giving no less than
thirty (30) days’ written notice of that fact, but in any event the term shall automatically
terminate on the [date].
2 CONSULTATION
(a) During the term of this agreement the Finder and Producer shall consult with each other in
respect of the creative elements of the Film for the purposes of maximizing the opportunity of
the Finder to interest Financiers in the Film.
(b) The Finder shall keep the Producer fully informed of all parties contacted and all
negotiations carried out with any and all Financiers and the Finder shall in no event enter into
any agreements that in any way binds the Producer or do or refrain from doing any act without
the prior written consent of the Producer.
(c) The Producer shall keep the Finder fully informed of all parties contacted by the Producer
and/or any third parties acting on its behalf together with all relevant terms of negotiations made
by them in connection with the financing of the Film.
21
3 REMUNERATION (a) If at any time during the term of this agreement or at any time thereafter the Producer enters
into any agreement with any Financier or Financiers introduced by the Finder to invest in, lend
for or finance the development, production, distribution or exploitation of the Film, the Finder
shall be entitled to remuneration in the amount equal to 5% of the total amount committed to the
Film by such Financier or Financiers.
(b) In the event that any of the contributions made by any Financier is of a technical nature or is
provided as production services to the Film, the Finder shall be entitled to remuneration in the
amount equivalent to 2% of the total cash value committed to the Film in the above
mentioned form.
(c) The Producer hereby agrees that the Finder’s compensation shall be paid no later than five (5)
working days following the receipt of any and all sums by the Producer or on the first day of
Principal photography of the Film.
4 EXPENSES The Finder hereby acknowledges that the services being provided to the Producer are on
a contingency basis and the Finder shall not be entitled to any expenses for these services unless
such expenses are agreed between the Producer and Finder in writing.
5 CREDIT
In the event that the Finder obtains 25% or more of the total financing needed to produce
the Film, the Finder shall receive an Associate Producer credit and the size, position and design
of such credit shall be at the Producer’s sole discretion. Other shall receive Executive Producer
credit and the size, position and design of such credit shall at the Producer’s sole discretion.
Shares of the final product distribution shall be rewarded after SAG/AFTRA Television
Distribution Assumptions Agreement has been honored. All investors will receive .05% residual
for every $30,000 contribution upon completion and distribution of the final product through
exploitation of the film.
6 CONFIDENTIALITY
The Producer hereby agrees and undertakes to maintain the confidentiality of any
Financier or Financiers introduced by the Finder in respect of the Film and the Finder agrees in
good faith to maintain the confidentiality of any information acquired from the Producer in
relation to the Film and by virtue of this agreement.
7 NO OBLIGATION
(a) Nothing in this agreement shall oblige the Finder to obtain any Financier or Financiers nor
shall anything in this agreement oblige the Producer to enter into an agreement or agreements
with any Financier or Financiers introduced by the Finder.
(b) The Finder hereby agrees not to sell or offer to sell any form of securities relating to and
vesting in the development, production and/or exploitation of the Film.
8 WARRANTIES AND REPRESENTATIONS (a) The Producer hereby represents and warrants that it is the sole and exclusive owner of the
rights in the Film and are fully authorized to enter into this agreement and will remain so for the
full term of this agreement. (b) The Finder hereby warrants and represents this Agreement.
22
9 INDEMNITIES
Each party to this agreement hereby indemnifies and agrees to keep the other party fully
and effectually indemnified from and against any and all losses, costs, actions, proceedings,
claims, damages, expenses, including reasonable legal costs and expenses or liabilities suffered
or incurred directly or indirectly by each party in consequence of any breach, non-performance
or non-observance by the other of any of the agreements, conditions, obligations, representations,
warranties and undertakings on the part of each party contained in this agreement.
10 RELATIONSHIP BETWEEN THE PARTIES
(a) The Finder is an independent contractor and shall not act as an employee, agent or joint
ventured of the Producer and nothing in this agreement is intended to or shall be deemed to
constitute a partnership between the parties.
(b) The Finder is authorized by the Producer to represent the Producer in respect of the Film in
negotiations with third parties subject to the final decision of the Producer.
(c) The parties to this agreement shall each be entitled to develop other projects and engage in
other activities within the Film and television industries separate and apart from the Film.
11 ASSIGNMENT This agreement is personal to the Producer and Finder and shall not be assigned in whole
or in part without the prior written consent of each party.
12 ADDITIONAL DOCUMENTS Each of the parties to this agreement agrees to execute any additional documents which
may be required to fully effectuate the purposes and intents of this agreement or to carry out the
obligations of the parties hereunder provided that they are consistent with the provisions of this
agreement.
13 ENTIRE AGREEMENT This agreement constitutes the entire agreement between the parties and may only be
varied by written instrument signed by either party to this agreement.
14 NOTICES All notices required or desired to be given under the provisions of this agreement shall be
in writing and shall be deemed to have been duly served if hand delivered or sent by facsimile or
pre-paid first class post addressed to the relevant parties addressed herein as stated or as
otherwise advised frown time to time.
15 GOVERNING LAW This agreement shall be read and construed in all aspects in accordance with and shall be
governed by the United States and the parties hereby submit to the exclusive jurisdiction of the
United States Judicial Courts.
23
16 GENERAL PROVISIONS (a) The parties hereby agree that they shall not incur any debts or obligations in respect of the
other and nothing in this agreement is intended or should be construed so as to give any right or
benefit to any third party as against either or both the Finder and/or the Producer.
(b) The clause headings in this agreement are for convenience only and do not form part of this
agreement.
(c) Each party to this agreement hereby acknowledges that no representation or warranty not
expressly set forth in this agreement has been made to the other party and this agreement
constitutes the entire agreement of the parties regarding the subject matter hereof and supersedes
all prior agreements either oral or written.
IN WITNESS WHEREOF the parties have executed this agreement on the date set forth above;
_____________________________________________
Flames Of Passion & Roberto Monticello Productions, LLC
_____________________________________________
Witness or Notary
_____________________________________________
Executive Producer or Producer or Finder
_____________________________________________
Witness or Notary
24
FINDER/EXECUTIVE PRODUCER AGREEMENT: NOTES
PREAMBLE
Producers should clearly set out the type of project which the finder will be working on.
The producer should state whether the finder will introduce them to third parties who will either
lend money, invest money or provide facilities to the production.
Producers should be aware that some individuals will invest in a production by lending
their post-production facilities in return for a stake in the production. Therefore, it is essential
that this is clarified in the preamble of the agreement.
1 TERM AND SERVICES Producers should state whether the finder’s services are on an exclusive or non-exclusive
basis and whether the finder’s efforts are restricted to a specific territory. For example, if an
English film producer wishes to enter into a three-country co-production and already has a
French partner then it does not make any sense to engage a finder who wishes to bring French
money into the production.
The actual term of the agreement should be quite specific. Most producers tend to set up
the agreement for periods of three to six months. Even though the term of the agreement ends, if
the producer enters into an agreement with one of the finder’s contacts, the producer will still be
liable for commission or payments to the finder.
2 CONSULTATION Both the producer and the finder should ensure that a free-flow of information regarding
potential contacts, meetings, be disclosed to each other. It can be embarrassing if the producer
takes a project to a potential financier only to discover that the finder has already
taken the project to that individual on the producer’s behalf.
3 REMUNERATION (a) Although payments are usually negotiable, it is the industry’s standard to pay a finder 5 per
cent of the total amount committed and collected by the producer as a result of the finder’s
efforts.
(b) See above note regarding payment for production/post-production facilities. Sometimes, a
finder will bring products and services such as transport or flights to a production and may
require some form of payment in return.
(c) Producers should be aware that from the finder’s point of view, the finder will usually set out
exactly how and when he/she is to be paid. Sometimes, the finder will even set out his
bank’s sort code and account number for payment.
25
4 EXPENSES Producers should clearly set out whether the finder will be paid expenses. Sometimes, the
producer will agree to pay for the finder’s flights and accommodation, if they travel to see one of
their contacts. There is no industry standard and this should be subject to negotiations between
the producer and finder. One should not agree to pay the finder any expenses unless agreed in
advance.
5 CREDIT
Credits can sometimes be a contentious issue and therefore must be agreed prior to
commencement of any of the finder’s services. Forms of credit such as executive producer, co-
executive producer, co-production executive, and associate producer are quite common when
engaging a finder. Sometimes, other financiers already involved with the production will not
accept another credit for a finder. Producers should be aware of this and ensure that the existing
financial partners consent before agreeing to an additional credit.
6 CONFIDENTIALITY
Finders may wish to protect their contacts and therefore will ask for a confidentiality
clause. From a producer’s perspective, they should also ask for a confidentiality clause, since the
finder may discover certain aspects about the producer’s business and the producer will not want
these disclosed.
7 NO OBLIGATION
Producers should set out in the agreement that they will not necessarily enter into an
agreement with any financier or source of finance which the finder has introduced them to. In
most agreements, the finder will also state that they are not obliged to find a financier for the
producer. The producer should ensure that the finder does not have the right to sell securities
such as shares on an investment market in relation to the film. It is possible that a producer could
engage a finder and that finder could set up some scheme on a stock exchange to raise funds for
the producer. Raising funds on a public market can be very expensive and there are specific
disclosure requirements that must be complied with.
8 WARRANTIES AND REPRESENTATIONS
This is an area where specific legal advice may be necessary. Most warranties and
representations are fairly standard (see earlier chapters).
9 INDEMNITIES
Producers should be aware that when utilizing finders, there is always a danger of the
finder entering into some unauthorized transaction in the name of the producer without the
producer’s consent. Therefore, it is essential that the producer obtain an indemnity from the
finder.
26
10 RELATIONSHIP BETWEEN THE PARTIES A statement to the effect that the finder is an independent contractor is essential in this
agreement. Producers should also restrict the agreement to a particular project and not to other
projects which the producer may have in development.
12 ADDITIONAL DOCUMENTS Producers should be aware that from the finder’s perspective that this clause is a
necessity. The finder will want to ensure that the producer signs further agreements in order that
the finder will be paid.
28
LIMITED LIABILITY COMPANY OPERATING AGREEMENT Revised 10-18-2014
Roberto Monticello, Member (Owner)
Randal Bazzano, Manager
A Single Member Limited Liability Company
ARTICLE I
Company Formation
1.1 FORMATION. The Manager hereby does form a Limited Liability Company subject to the provisions of the Limited Liability Company Act as currently in effect as of this date. Articles of Organization shall be filed with the Secretary of State.
1.2 NAME. The name of the Company shall be: Flames Of Passion & Roberto Monticello Productions, LLC.
1.3 REGISTERED AGENT. The name and location of the registered agent of the
Company shall be:
Secretary Of The State Of New York c/o Randal Bazzano, 1033 Robin Way, Sunnyvale, California 94087
1.4 TERM. The Company shall continue for a perpetual period unless,
(a) The Member votes for dissolution; or
(b) Any event which makes it unlawful for the business of the Company to be carried on by the Member; or
(c) Any other event causing dissolution of this Limited Liability Company under the laws of the State of New York.
1.5 CONTINUANCE OF COMPANY. Notwithstanding the provisions of ARTICLE 1.4, in
the event of an occurrence described in ARTICLE 1.4(c), if there is at least one remaining Member, said remaining Member shall have the right to continue the business of the Company. Such right can be exercised by the written vote of the remaining Member within ninety (90) days after the occurrence of an event described in ARTICLE 1.4(c). If not so exercised, the right of the Member to continue the business of the Company may expire if that member desires.
1.6 BUSINESS PURPOSE. The purpose of the Company is to produce Flames Of
Passion feature film...
29
1.7 PRINCIPAL PLACE OF BUSINESS. The location of the principal place of business
of the Company shall be:
P.O. Box 372, New York City, New York 10014
The principal place of business may be changed to a location the Member may select. The Member may also choose to store company documents at any address the Member chooses.
1.8 MEMBER. Roberto Monticello, Owner
1.9 ADMISSION OF ADDITIONAL MEMBERS. Except as otherwise expressly provided
in the Agreement, additional members may be admitted to the Company through issuance by the company of a new interest in the Company or a sale of current a percent of current Member’s interest.
ARTICLE II
Capital Contributions
2.1 INITIAL CONTRIBUTIONS. The Member initially shall contribute to the Company
capital as described in Exhibit 2 attached to this Agreement. The total value of such property and cash is $ zero...
2.2 ADDITIONAL CONTRIBUTIONS. Except as provided in ARTICLE 6.2, no Member shall be obligated to make any additional contribution to the Company's capital.
ARTICLE III
Profits, Losses and Distributions
Members Share of Distribution for Investment Return:
After SAG/AFTRA Television Distribution Assumptions Agreement has been honored, all members will receive .05% residual for every $30,000 contribution upon completion and distribution of the final product through exploitation of the film.
3.1 PROFITS/LOSSES. For financial accounting and tax purposes the Company's net
profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Exhibit 2 as amended from time to time in accordance with Treasury Regulation 1.704-1.
30
3.2 DISTRIBUTIONS. The Owner and Manager shall determine and distribute available
funds annually or at more frequent intervals as the Members see fit. Available funds, as referred to herein, shall mean the net cash of the Company available after appropriate provision for expenses and liabilities, as determined by the Manager and Owner. Distributions in liquidation of the Company or in liquidation of a Member's interest shall be made in accordance with the positive capital account balances pursuant to Treasury Regulation 1.704-l(b)(2)(ii)(b)(2). To the extent a Member shall have a negative capital account balance, there shall be a qualified income offset, as set forth in Treasury Regulation 1.704-l(b)(2)(ii)(d).
3.3 CORPORATION ELECTION. The Owner may elect to be treated as a corporation
at any time to keep the profits of the LLC at the company level and not be forced to distribute profits to the Members.
ARTICLE IV
Management
4.1 MANAGEMENT OF THE BUSINESS. The management of the business is invested in Randal Bazzano , Manager & Roberto Monticello, Member (Owner).
4.2 MEMBER. The liability of the Member and Manager shall be limited as provided pursuant to applicable law. The Manager is in control, management, direction, and operation of the Company's affairs and shall have powers to bind the Company with any legally binding agreement, including setting up and operating a LLC company bank account.
4.3 POWERS OF THE MEMBER. The Member and Manager is authorized on the Company's behalf to make all decisions in accordance with ARTICLE 4.2 as to (a) the sale, development lease or other disposition of the Company's assets; (b) the purchase or other acquisition of other assets of all kinds; (c) the management of all or any part of the Company's assets; (d) the borrowing of money and the granting of security interests in the Company's assets; (e) the pre-payment, refinancing or extension of any loan affecting the Company's assets; (f ) the compromise or release of any of the Company's claims or debts; and, (g) the employment of persons, firms or corporations for the operation and management of the company's business. In the exercise of its management powers, the Member is authorized to execute and deliver (a) all contracts, conveyances, assignments leases, sub-leases, franchise agreements, licensing agreements, management contracts and maintenance contracts covering or affecting the Company's assets; (b) all checks, drafts and other orders for the payment of the Company's funds; (c) all promissory notes, loans, security agreements and other similar documents; and, (d) all other instruments of any other kind relating to the Company's affairs, whether like or unlike the foregoing.
4.7 NOMINEE. Title to the Company's assets shall be held in the Company's name or in
the name of any nominee that the Manager may designate. The Company shall have power to enter into a nominee agreement with any such person, and such agreement may contain provisions indemnifying the nominee, except for his willful misconduct.
31
4.8 COMPANY INFORMATION. Upon request, the Manager shall supply to any
member information regarding the Company or its activities. Each Member or his authorized representative shall have access to and may inspect and copy all books, records and materials in the Managers possession regarding the Company or its activities.
4.9 EXCULPATION. Any act or omission of the Manager or Member or Owner, the
effect of which may cause or result in loss or damage to the Company if done in good faith to promote the best interests of the Company, shall not subject the Manager or Member to any liability to the Members.
4.10 INDEMNIFICATION. The Company shall indemnify any person who was or is a
party defendant or is threatened to be made a party defendant, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a Member of the Company, Manager, employee or agent of the Company, or is or was serving at the request of the Company, for instant expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the Member acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interest of the Company, and with respect to any criminal action proceeding, has no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of "no lo Contendere" or its equivalent, shall not in itself create a presumption that the person did or did not act in good faith and in a manner which he/she reasonably believed to be in the best interest of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was lawful.
4.11 RECORDS. The Owner shall cause the Company to keep at its principal place of business or other location the following:
(a) A copy of the Certificate of Formation and the Company Operating Agreement and all amendments;
(b) Copies of the Company's federal, state and local income tax returns and reports, if any, for the three most recent years;
(c) Copies of any financial statements of the limited liability company for the three most recent years.
32
ARTICLE V
Compensation
5.1 MEMBER MANAGEMENT FEE. The Manager or a Member rendering services to the Company shall be entitled to compensation commensurate with the value of such services.
5.2 REIMBURSEMENT. The Company shall reimburse the Manager or Member for all direct out-of-pocket expenses incurred by the Company in managing the Company by Owner and Managers approval.
ARTICLE VI Bookkeeping
6.1 BOOKS. The Manager shall maintain complete and accurate books of account of
the Company's affairs at the Company's principal place of business or other agreed location. Such books shall be kept on such method of accounting as the Member shall select. The company's accounting period shall be the calendar year.
6.2 MEMBER'S ACCOUNTS. The Company shall maintain separate capital and distribution accounts for each member. Each member's capital account shall be determined and maintained in the manner set forth in Treasury Regulation 1.704-l(b)(2)(iv) and shall consist of his initial capital contribution increased by:
(a) Any additional capital contribution made by him/her;
(b) Credit balances transferred from his distribution account to his capital account; and decreased by:
(1) Distributions to him/her in reduction of Company capital;
(2) The Member's share of Company losses if charged to his/her capital account.
6.3 REPORTS. The Company shall close the books of account after the close of each calendar year, and shall prepare and send to each member a statement of such Member's distributive share of income and expense for income tax reporting purposes.
33
ARTICLE VII
Transfers
7.1 ASSIGNMENT. According to the appropriate Court, should the Member have a creditor with a judgment that was issued an assignment of the membership interest, the creditor shall only obtain an assignment of the membership interest, not the actual transfer of Membership in the LLC. The new assignee does not have any rights of the Member or have the ability to be involved in management of the LLC or the right to dissolve the LLC. The new assignee is only granted rights of the distributions of the Member’s interests, if the Member decides to distribute at all, not the rights of membership. The assignee must release the Member’s interests back to Member upon payment of the judgment in accordance with the appropriate Court.
ARTICLE VIII Dissolution
8.1 DISSOLUTION. The Member may dissolve the LLC at any time. The Member may
NOT dissolve the LLC for a loss of membership interests. Upon dissolution the LLC must pay its debts first before distributing cash, assets, and/or initial capital to the Member or the Members interests. The dissolution may only be ordered by the Member, not by the owner of the Members interests.
CERTIFICATE OF FORMATION
This Company Operating Agreement is entered into and shall become effective as of the Effective Date by and among the Company and the person executing this Agreement as Member. It is the Member’s express intention to create a limited liability company in accordance with applicable law, as currently written or subsequently amended or redrafted. The undersigned hereby agree, acknowledge,and certify that the foregoing operating agreement is adopted and will be approved by each member, the agreement consisting of 10 pages, constitutes, together with Exhibit 1,2,3,4 and the Operating Agreement for Flames Of Passion & Roberto Monticello Productions, LLC. , as of September 15, 2015
Member (Owner): ______________________________... Roberto Monticello
As of the 15th. day of September, 2014 the following is a list of Members of the Company:
Name Roberto Monticello Percent 100%
Address P.O. Box 372, New York City, New York 10014
EXHIBIT 2
CAPITAL CONTRIBUTIONS
Pursuant to ARTICLE 2, the Member’s initial contribution to the Company capital is stated to be $ zero. The description and each individual portion of this initial contributions are as follows:
SIGNED AND AGREED this _____ day of ________________, 20____.
____________________________________
Flames Of Passion & Roberto Monticello Productions, LLC
36
Investors Credit Report Application...
Company Capital “Producer, Investor, Financer or Contributions”
LLC Member “Capital & Distribution”
37
Contact Information
Mr. Mrs. Ms. Dr. Suffix Sr. Jr.
First Name Middle Name Last Name
Permanent Address Apt/Suite No.
City State ZIP Code Country
Work Phone Home Phone Mobile Phone Email Address
Please check if you have been at your current home address for less than one year.
Mailing Address (if different from above) Apt/Suite No.
City State ZIP Code Country
Are you:
Single Married Domestic Partner Divorced Widowed Number of Dependents:
38
Employment Status
Are you currently:
Employed Self-Employed Not Employed Retired Student Other:
Job Title Occupation
Employer Years with this Employer
Business Address Apt/Suite No.
City State ZIP Code Country
USA PATRIOT Act Information (Required by Federal law—See page 1)
All applicants please provide the information below. Non-resident aliens, also include a completed W-8BEN.
Date of Birth (mm/dd/yyyy) Social Security or Taxpayer ID No. Country of Citizenship
ID No. (Select one): Driver’s License Passport State ID Other Government-issued ID Place/Country of Issuance
Issue Date (mm/yyyy) Expiration Date (mm/yyyy) Country of Tax Residence (if different than country of citizenship)
39
Contact Information
Mr. Mrs. Ms. Dr. Suffix Sr. Jr.
First Name Middle Name Last Name
Use the same contact information listed for the primary applicant.
Permanent Address Apt/Suite No.
City State ZIP Code Country
Work Phone Home Phone Mobile Phone Email Address
Please check if you have been at your current home address for less than one year.
Mailing Address (if different from above) Apt/Suite No.
City State ZIP Code Country
Are you:
Single Married Domestic Partner Divorced Widowed Number of Dependents:
Employment Status
Are you currently:
Employed Self-Employed Not Employed Retired Student Other:
Job Title Occupation
Employer Years with this Employer
Business Address Apt/Suite No.
City State ZIP Code Country
40
USA PATRIOT Act Information (Required by Federal law—See page 1)
All applicants please provide the information below. Non-resident aliens, also include a completed W-8BEN.
Date of Birth (mm/dd/yyyy) Social Security or Taxpayer ID No. Country of Citizenship
ID No. (Select one): Driver’s License Passport State ID Other Government-issued ID Place/Country of Issuance
Issue Date (mm/yyyy) Expiration Date (mm/yyyy) Country of Tax Residence (if different than country of citizenship)
Industry and Other Affiliations
Primary Applicant
Co-Applicant
Are you, your spouse, or any other immediate family members, including parents, in-laws, siblings and dependents:
Yes No Yes No
Employed by or associated with the securities industry (for example, a sole proprietor, partner, officer, director, or branch manager, registered representative or other associated person of a broker-dealer firm) or a financial services regulatory agency?
If yes, please specify entity below. If this entity requires its approval for you to open this account, please provide a copy of the required authorization letter (with this Application).
Broker-Dealer or Municipal Securities Dealer Investment Adviser
FINRA or other Self Regulatory Organization* State or Federal Securities Regulator
(*Including a national securities exchange, registered securities association, registered clearing agency or the Municipal Securities Rulemaking Board.)
Name of entity(ies):
Yes No Yes No
An officer, director or 10% (or more) shareholder in a publicly-owned company?
Name of company and symbol:
Yes No Yes No
A senior military, governmental or political official in a non-US country?
Name of country:
41
Please tell us your best estimate as to:
ANNUAL INCOME1
(from all sources) NET WORTH
2
(excluding your residence)
TAX RATE (highest marginal)
$25,000 and under $25,000 and under 0-15%
$25,001-50,000 $25,001-50,000 16-25%
$50,001-100,000 $50,001-200,000 26-30%
$100,001-250,000 $200,001-500,000 31-35%
$250,001-500,000 $500,001-1,000,000 Over 35%
Over $500,000 $1,000,001-3,000,000
1 Annual income includes income from sources such as employment, alimony, social security,
investment income, etc.
2 Net worth is the value of your assets minus your liabilities. For purposes of this application, assets include stocks, bonds, mutual funds, other securities, bank accounts, and other personal property. Do not include your primary residence among your assets. For liabilities, include any outstanding loans, credit card balances, taxes, etc. Do not include your mortgage.
LLC Company Capital…
Executive Producer / Finder Agreement … REMUNERATION
(a) If at any time during the term of this agreement or at any time thereafter the Producer enters into any agreement with any Financier or Financiers introduced by the Finder to invest in, lend for or finance the development, production, distribution or exploitation of the Film, the Finder shall be entitled to remuneration in the amount equal to 5% of the total amount committed to the Film by such Financier or Financiers.
(b) In the event that any of the contributions made by any Financier is of a technical nature or is provided as production services to the Film, the Finder shall be entitled to remuneration in the amount equivalent to 2% of the total cash value committed to the Film in the above mentioned form. (c) The Producer hereby agrees that the Finder’s compensation shall be paid no later than five (5) working days following the receipt of any and all sums by the Producer or on the first day of Principal photography of the Film.
(d) All parties participating under this agreement can option into a LLC membership.
42
Member’s Bank Account
You will have a “cash account” and “distribution account”. Flames Of Passion & Roberto Monticello Productions, LLC shall maintain separate capital and distribution accounts for each Member. Each Member’s capital account shall be determined and maintained in the manner set forth in Treasury Regulation 1,704-1(b)(2)(iv) and shall consist of his initial capital contribution increased by:
(a) Any additional capital contribution made by him/her;
(b) Credit balances transferred from his distribution account to his capital account; and decreased by;
(1) Distributions to him/her In reduction of Company capital;
(2) The Member’s share of Company losses if charged to his/her capital account
Article 4 Compliance
The Member / Owner and Manager are authorized on the Company's behalf to make all decisions in accordance with LLC Operating Agreement ARTICLE 4.2 as to; (a) the sale, development lease or other disposition of the Company's assets; (b) the purchase or other acquisition of other assets of all kinds; (c) the management of all or any part of the Company's assets; (d) the borrowing of money and the granting of security interests in the Company's assets; (e) the pre-payment, refinancing or extension of any loan affecting the Company's assets; (f ) the compromise or release of any of the Company's claims or debts; and, (g) the employment of persons, firms or corporations for the operation and management of the
company's business. In the exercise of its management powers, the Member / Owner and Manager are authorized To execute and deliver; (a) all contracts, conveyances, assignments leases, sub-leases, franchise agreements, licensing
agreements, management contracts and maintenance contracts covering or affecting the Company's assets;
(b) all checks, drafts and other orders for the payment of the Company's funds; (c) all promissory notes, loans, security agreements and other similar documents; and, (d) all other instruments of any other kind relating to the Company's affairs, whether like or unlike
the foregoing.
Communication Options
Unless you choose otherwise, we will use postal mail to send you any communications. As an alternative, you may choose to be notified by email when certain communications are available for you to access online. If you wish to be notified by email instead of receiving communications by postal mail, please select one of the options below:
All communications – I wish to be notified by email about the online availability of any communications, prospectuses, account statements, proxy materials, tax-related documents, and marketing and sales documents.
All communications except account statements, and tax-related documents – I wish to be notified by email about the online availability of all communications except t account statements, and tax-related documents, which I still wish to receive by postal mail.
All communications except tax-related documents – I wish to be notified by email about the online availability of all communications except tax-related documents, which I still wish to receive by postal mail.
43
Postal Mail Options (if you requested postal delivery in the previous section)
By checking the boxes below, you request that all communications for the applicants listed on this Application be delivered to the following single postal mailing address:
Primary Applicant’s Mailing Address
Co-Applicant’s Mailing Address
Other. Please specify:
Duplicate Copies (optional)
Please send duplicate copies of the following documents to the person listed below:
All Communications Account Statements, and Tax-Related Documents Tax-Related Documents Only
Mr. Mrs. Ms. Dr. Suffix Sr. Jr.
First Name Middle Name Last Name
Address Apt/Suite No.
City State ZIP Code Country
Relationship to Primary Applicant/Co-Applicant:
Back-Up Contact Information
If we are unable to reach you for the period of time stated in the Terms & Conditions, you authorize us to contact the person listed below and to disclose information about you in order to confirm the specifics of your current contact information, health status, and the identity of any legal guardian, executor, trustee, or holder of a power of attorney.
Note: Your back-up contact should not be a co-applicant.
Mr. Mrs. Ms. Dr. Suffix Sr. Jr.
First Name Middle Name Last Name
Address Apt/Suite No.
City State ZIP Code Country
Work Phone Home Phone Mobile Phone Email Address
EIN #47-1934684
By signing this Application, you affirm that you have received and read this Application and any supplemental documents governing this rela- tionship. You affirm that the information you have provided is accurate and you agree to notify us of any changes in the information provided.
Tax Withholding Certifications
Please check all boxes that apply, and sign and date below.
Primary Applicant
Co-Applicant
U.S. Person: Under penalty of perjury, I certify that: (1) I am a U.S. citizen, U.S. resident alien, or other U.S. person, and the Social Security Number or Taxpayer Identification Number provided in this Application is correct (or I am waiting for a number to be issued to me); and (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding; or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of failure to report all interest or dividends; or (c) the IRS has notified me that I am no longer subject to backup withholding.
Certification Instructions: You must check this box if you cannot certify to item (2) above, meaning that you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.
Non-Resident Alien: I certify that I am not a U.S. citizen, U.S. resident alien, or other U.S. person for U.S. tax purposes, and I am submitting the applicable Form W-8 with this form to certify my foreign status and, if applicable, claim tax treaty benefits.
Signatures
Primary Applicant Name (please print)
Primary Applicant Signature Date Co-Applicant Name (please print)
Co-Applicant Signature Date
FORM D
Notice of Exempt Offering ofSecurities UNITED STATES SECURITIES
AND EXCHANGE COMMISSIONWashington, D.C.
OMB APPROVAL
OMB Number: 3235-0076
Estimated Average burden hours perresponse: 4.0
1. Issuer's Identity
CIK (Filer ID Number) Previous Name(s) None Entity Type
0001623462
Name of Issuer
Flames Of Passion & RobertoMonticello Productions,LLC
Jurisdiction of Incorporation/Organization
NEW YORK
Year of Incorporation/Organization
Over Five Years Ago
Within Last Five Years (Specify Year) 2014
Yet to Be Formed
Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other
2. Principal Place of Business and Contact InformationName of Issuer
Flames Of Passion & Roberto MonticelloProductions,LLC
Street Address 1 Street Address 2
400 West 23rd. Street
City State/Province/Country ZIP/Postal Code Phone No. of Issuer
NEW YORK NEW YORK
10011 5305917191
3. Related PersonsLast Name First Name Middle Name
Bazzano Randal Raymond
Street Address 1 Street Address 2
1033 Robin Way
City State/Province/Country ZIP/Postal Code
Sunnyvale CALIFORNIA 94087
Relationship: Executive Officer Director Promoter
Clarification of Response (if Necessary)
Organizer/Manager
4. Industry Group
Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other
5. Issuer SizeRevenue Range Aggregate Net Asset Value Range
New Notice Date of First Sale First Sale Yet to Occur
Amendment
8. Duration of Offering
Does the Issuer intend this offering to last more than one year? Yes No
9. Type(s) of Securities Offered (select all that apply)Pooled Investment Fund Interests
Equity
Tenant-in-Common Securities Debt
Mineral Property SecuritiesOption, Warrant or Other Right to AcquireAnother Security
Security to be Acquired Upon Exerciseof Option, Warrant or Other Right toAcquire Security
Other (describe)
10. Business Combination TransactionIs this offering being made in connection with a business combination transaction,such as a merger, acquisition or exchange offer?
Yes No
Clarification of Response (if Necessary)
Executive/Finder Agreement can option to become a LLC Member...
11. Minimum InvestmentMinimum investment accepted from any outsideinvestor
$ 15000 USD
12. Sales Compensation
Recipient Recipient CRD Number None
Randal Bazzano
(Associated) Broker or Dealer None (Associated) Broker or Dealer CRD Number None
Street Address 1 Street Address 2
1033 Robin Way
City State/Province/Country ZIP/Postal Code
Sunnyvale CALIFORNIA 94087
State(s) of Solicitation All States Foreign/Non-US
13. Offering and Sales Amounts
Total Offering Amount $ 3000000 USD Indefinite
Total Amount Sold $ 0 USD
Total Remaining to be Sold $ 3000000 USD Indefinite
Clarification of Response (if Necessary)
14. Investors
Select if securities in the offering have been or may be sold to persons who donot qualify as accredited investors,Number of such non-accredited investors who already have invested in theoffering
0
Regardless of whether securities in the offering have been or may be sold topersons who do not qualify as accredited investors, enter the total number ofinvestors who already have invested in the offering:
0
15. Sales Commissions & Finders’ Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure isnot known, provide an estimate and check the box next to the amount.
Sales Commissions $ 0 USD Estimate
Finders' Fees $ 150000 USD Estimate
Clarification of Response (if Necessary)
5% Finder Fee for Executive Producer/Finder Agreement.
16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any ofthe persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount isunknown, provide an estimate and check the box next to the amount.
$ 457440 USD Estimate
Clarification of Response (if Necessary)
Above The Line Obligations for A Feature FilmProduction.
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMITbelow to file this notice.
Terms of Submission
In submitting this notice, each Issuer named above is:
Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnishthem, upon written request, the information furnished to offerees.
Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer ofthe State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agentsfor service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading,and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrativeproceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceedingor arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b)is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934,the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule orregulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business orany State in which this notice is filed.
Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying onRegulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed onits behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
Issuer Signature Name of Signer Title Date
Flames Of Passion &Roberto MonticelloProductions,LLC
FR. Carriage Driver $ 859.00 Director $ 859.00 Nun $ 859.00 Chretian $ 1,718.00 Bozerian $ 1,718.00 French Ambassador $ 859.00 Ismail $ 859.00 Guest $ 859.00 Paper Boy $ 859.00 Spectator $ 859.00 Women $ 150.00 $(10,458.00)
$24,914.00 $ 171,479.00
11 EXTRAS 1. Extras 2. Musicians
US&FR 3. Interviews $ (3,812.00) Line 80 Contingent U.S. Locations
1. Townhouse 1 Day 10 extras $ 1,575.00 2. Jacques Studio 3 Day 32 extras $ 5,040.00 3. Pier 16 3 Days 25 extras $ 3,938.00 4.Governor Island 1 Day 10 extras $ 1,575.00 5. Ellis Island 1 Day 30 extras $ 4,725.00 6. Union Square 1 Day 30 extras $ 4,725.00
$21,578.00
FR. Locations 1. Villa / Paris Sreets 2 Days 50 extras $ 8,400.00 2. Belfort 1 Day 30 extras $ 5,040.00 3. Opera House 1 Day 30 extras $ 5,040.00 4. Canon Estate 3 Days 72 extras $ 12,096.00
$30,576.00 $ 52,154.00
12 PRODUCTION STAFF 1. PM UM
US&FR 2. Assistant To Director $20,880.00
US&FR 4. Script Supervisor $3,600.00 5. Location Auditor, Time Keeper 6. ABS Accounting 3% of 2,896,375 $86,891.00 Payroll Service .65% Line 27 Fringe 7. Production Secreatary $15,120.00 Addional Hires, Production Assistants
$ 126,491.00
13 DESIGN LABOUR 1. Production Designer Art Director
25 PRODUCTION SOUND LABOUR 1. SoundMan $ 10,000.00
$ 10,000.00 $ 10,000.00
26 TRANSPORTATION LABOUR U.S. 1. Driver Captain (1) $ 3,060.00 FR. 2. Driver Captain (2) $ 4,080.00
Grip $ (11,000.00)
Wardrobe
Location Bus
2. Vehicles $ 7,140.00
$ 7,140.00
27 FRINGE BENEFITS ABS Service 23.5% <483,115> Payroll $ 113,532.00
SAG Pension Health 17% <193,047> $ 32,820.00 $ 146,352.00
$ 146,352.00
28 PRODUCTION OFFICE EXPENSES 1. Office $ 9,000.00 Supplies
$ 9,000.00 $ 9,000.00
29 STUDIO / BACKLOT 1. Jacques Studio $ 98,000.00
$ 98,000.00 $ 98,000.00
30 LOCATION OFFICE EXPENSES 1. Location Bus $ (19,320.00)
Supplies
$ (19,320.00)31 SITE EXPENSES 1. TownHouse $ 40,000.00
2. Pier 16 $ 8,000.00 Pioneer Schooner
3. Governor Island $ 750.00
4. Ellis Island $ 1,500.00
5. Union Square
6. Jamestown RailWay $ 2,500.00
7. Niagara Falls $ 200.00
$ 52,950.00
FR. 9. Villa / Streets décor 41686 Free
10. Belfort Fort décor 43781
11. Stanislaus Castle décor 59213 $ 2,100.00
12. Strasbourg Opera House décor 27521
13. Restaurant décor 54994
14. Conon Estate décor 58881 $ 17,500.00
$ 21,492.00 $ 74,442.00
32 UNIT EXPENSES
33 TRAVEL AND LIVING EXPENSES 1. Location Fares Round Trip Air Fare (10) France $ 38,000.00
Train Paris to Strasborg (10) France $ 2,800.00
$ 40,800.00
2. Hotels NYC Cast & Crew (15) $ 90,000.00
France Cast & Crew (20) $ 120,000.00
$ 210,000.00
3. Meals Work Locations US $ 9,035.00
Work Locations FR $ 8,666.00
$ 17,701.00 $ 268,501.00
34 TRANSPORTATION VEHICLE RENTALS FR. 1. Two 10 Person Vans France $ 8,400.00
U.S. 2. One 10 Person Van $ 3,300.00
U.S Props
U.S Cameras
U.S. Grips $ 4,000.00
U.S. 3. Location Bus Office & Dressing Room $ 20,790.00
4. Repairs
5. Fuel Allowance
6. Taxes & Permits
7. Mileage Allowance
$ 36,490.00 $ 36,490.00
35 CONSTRUCTION MATERIALS
36 ART SUPPLIES
37 SET DRESSING U.S. Locations1. TownHouseBeacon Hotel scenes 24,49
La Farge Studio scenes 25,28
La Farge Dinette scenes 25,50,57
Patio Wedding scene 58
Paris Apartment scenes 13,38,41
Philadelphia Hotel scenes 53,55
2. Jacques Shop StudioLe Grande Art School Studio scenes 2,12,19,33,39,40
Gadget & Gautier Shop scenes 34,44
Niagara Falls Resort Restaurant scene 27
3. Pier 16Marseille Dock scene 14Le Harve Dock scenes 21, 45, 47Pioneer Schooner scenes (7,31),22,23,48
4. Governor IslandNYC Harbor scenes 30,59,60
5. Ellis Island1876 Exposistion scenes 51,52,54
6, Union SquareGeneral Lafayette Dedication scene 56
7. JamestownRailtown Train scene 29
8.Niagara FallsPainting scene 26SET DRESSING FRANCE Locations9. Villa / Streets décor 41686Paris Street Riot scene 1Paris Exposistion Hall scene 3Champs Ellysee Café scene 15Champs Ellysee scene 17
10. Belfort Fort décor 43781Battlefield scene 16Lion Of Belfort scene 18
11. Stanislaus Castle décor 59213Colmar House Kitchen scene 4Colmar Street Carriage scene 5Colmar Hallway scene 8Colmar Coach Arrival scene 42Colmar Hospital Room scene 9
12.Strasbourg Opera House décor 27521Opera House Coach Arrival scene 43Opera House Audience scene 43
13. Colmar Restaurant décor 54994Restaurant Enterance "Hotel Of The Keys" scene 6Restaurant Kitchen scene 6
14. Conan Estate décor 58881Court Yard Wedding scene 36Verseilles Reception scene 11Edouards Dinette scenes 10, 35Restaurant scenes 32,46
15. Centeral ParkCoach To Le Harve scene 20Coach To Edouards Estate scene 37Coach Arrivals to Exposistion scene 51
38 PRODUCTION PROPS Jacques Shop Studio1. Liberty Oil painting $ 2,500.00
2. Egyptian Drawing $ 1,200.00
3. Bedloe Island Drawing $ (1,200.00)
4. Egyptian 2 Foot Statuette $ 3,500.00
5.Liberty 2 Foot Statuette $ 3,500.00
6. Liberty Three Foot Statuette $ 2,900.00
7. Letter Post Mark Egypt
8. Newspaper Headline Celebration
9. Letter From Harmony Society
10. Arm and Torch Statue Prop $ 195,000.00
11. Dock Boxes
12. Candles
13. Pens, Paper
14. Easel and Paints, Brushes
15 Niagara Falls Painting
16. Redrose
17. Rifles 25 Soldiers
18. Villa CaféLetter from FredericNewspaper
19. Canon Estate
20. Colmar HomeNewspapersExotic Egyptian Blanket
21. Colmar RestaurantWine and GlassesSign Hotel Of The KeysTomatoe
$ 208,600.00 $ 208,600.00
39 SPECIAL EFFECTS
40 ANIMALSCenteral Park Horses
41 WARDROBE1. Supplies
2. Wardrobe
CAST COSTUMES U.S.Frederic 5 Costumes for 57 scenes $ 1,800.00 Jacque 5 Costumes for 17 scenes $ 1,800.00 Jeanne 5 Costumes for 13 scenes $ 1,800.00 Edousrd 5 Costumes for 19 scenes $ 1,800.00 Jesn 5 Costumes for 20 scenes $ 1,800.00
$ 9,000.00
SUPPOTING CAST U.S.Clara 3 Costumes for 8 scenes $ 1,080.00 Charlotte 3 Costumes for 10 scenes $ 1,080.00 Celine 3 Costumes for 4 scenes $ 1,080.00 Ambassador 3 Costumes for 6 scenes $ 1,080.00 Ary 3 Costumes for 8 scenes $ 1,080.00
Gautier scenes3 Costumes for 4 $ 1,080.00 Maria 3 Costumes for 4 scenes $ 1,080.00 Louise 3 Costumes for 3 scenes $ 1,080.00
US&FRHair Stylist / Make Up Supervisor $ (29,400.00)
5. Hair pieces
$ (24,900.00) $ (24,900.00)
43 VIDEO STUDIO FACILITY
44 VIDEO REMOTE TECHNICAL FACILITY
45 CAMERA EQUIPMENT attached Estimates AbelCine U.S. Shoot for details…
Camera / Power 2 Units Arri Alexaa $ 88,800.00
Lens $ 22,000.00 Camera Support $ 10,400.00 Filters $ 4,600.00
$ 125,800.00 $ 125,800.00
Cranes
Other Expense
46 ELECTRICAL EQUIPMENT
47 GRIP EQUIPMENT1. Van $ (4,000.00)2. Arri Light 2 units 650w,2 units 300w, $ 2,400.00 3. Fllod Spot, Light, Lite Panesls 1x1 daylight, 4 Light Stand Case $ 3,000.00 4. Led Spot 1 Light Lite Panel 1x1 $ 3,000.00
$ 8,400.00
$ 8,400.00
48 SOUND EQUIPMENTSoun Package $ 6,000.00
$ 6,000.00 $ 6,000.00
UNITED STATES ABELCINE RENTAL ESTIMATE ATTACHED #MPQ 11492
FRANCE PHOTOCINE PARIS RENTAL ESTIMATE ATTACHED #L140705172
49 SECOND UNIT France 14 Days Equipment and Crew1. Equipment $ 37,558.00 Sound Equipment Package U.S. Estimate $ 4,200.00
$ 41,758.00 2. Crew 14 Days Day Rate Camera Operator 1 $ 520.00 Camera operator Assistant 1 $ 326.00 Camera Operator 2 $ 493.00 Camera Operator Assistant 2 $ 286.00 Grip $ 305.00 Gaffer $ 307.00 Light Chief $ 471.00 Make Up $ 650.00 PA Labour $ 350.00 HairStylist $ 840.00
$ 63,672.00
$ 105,430.00
50 VIDEO STOCK90 4 gb C F Cards $ 1,700.00
$ 1,700.00 $ 1,700.00
51 PRODUCTION LAB
TOTAL PRODUCTION "B" $1,726,179.00 $ 1,726,179.00
60 EDITORIAL LABOUR
61 EDITORIAL EQUIPMENT
62 VIDEO POST PRODUCTION (PICTURE) $ 30,000.00 $ 30,000.00
$ 30,000.00
63 VIDEO POST PRODUCTION (SOUND)
64 POST PRODUCTION LAB
65 FILM POST PRODUCTION SOUND
66 MUSIC ORCHASTATION PACKAGE $ 250,000.00 $ 250,000.00
$ 250,000.00
67 TITLESOPTICALSSTOCK FOOTAGE
68 VERSIONING
69 AMORTIZATION (SERIES)
TOTAL POST PRODUCTION "C" $280,000.00 $ 280,000.00 70 UNIT PUBLICITY
71 GENERAL EXPENSESFrance Insuranc 15 Days $ 8,790.00
Certificate of insurance is required naming Moving Picture Electronic Services as "Loss Payee" and Additional Insured or a security deposit for replacement value of the equipment via Credit Card, Check, Pay Pal, or Cash.
Qty Personnel Reg. Rate OT Rate Reg OT Item Subtotal
2 Labor, Video Camera Operator 500.00 10.00 10000.00
1 Labor, Camera Assistant (AC) 550.00 10.00 5500.00
1 Labor, Digital Imaging Tech (DIT) 650.00 10.00 6500.00
1 Labor, Sound Mixer NY 500.00 10.00 5000.00
1 Labor, Gaffer 650.00 10.00 6500.00
1 Labor, Grip 550.00 10.00 5500.00
1 Labor, Makeup Artist 650.00 10.00 6500.00
2 Labor, Production Assistant (PA) 350.00 10.00 7000.00
Sub Total 88550.00
Net Amount 88550.00
Sales Tax 2163.00
Shipping/Handling 0.00
Security Deposit: TOTAL AMOUNT $90,713.00
Thank You for your Business
22/07/14 18:47 1/2PhotoCineRent : Devis #L140705172 - Flames Of Passion Productions /
PhotoCineRent - 8 rue de l'Hôpital Saint Louis 75010 Paris FranceTel + 33 (1) 44 84 00 00 • Fax +33 (1) 42 06 92 13 • [email protected] • www.photocinerent.com
PhotoCineRent SARL au capital de 1000 € • RCS PARIS 794 833 111 00014 - APE 7739ZTVA: FR46794833111 • N°cotisant Ursssaf: 967244376246001011
FLAMES OF PASSION PRODUCTIONS10012 New YorkEtats-Unis d'Amérique
DEVIS SANS RESERVATION :Pour réserver, merci d'envoyer un bon de commande ou un mail de confirmation.
Nous vous rappelons que les enlèvements se font à partir de 14h la veille de la location, et le retour le lendemain de lalocation avant 12h. Tout retard est susceptible d'entraîner une facturation supplémentaire.
Eléments à fournir avant la location :
Pour les Sociétés :- KBIS de moins de 3 mois- Numéro de TVA- Chèque de caution de 5000 euros- Chèque de règlement
Pour les Particuliers / Associations :- Justificatif de domicile de moins de 3 mois ou Parution au journal Officiel- Pièce d'identité- Règlement CB- Caution bancaire de 3000 euros en pré-autorisation par CB.