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HOW TO WRITE A PROSPECTUS

A prospectus is many things. A safe and sane investment for a person with cash. An offering. It is a
several page letter, basically. You give it to three people and I've found that out of three, one of them
bites and gives you a whole lot of money because he shares your vision and wants to make money with
you. And if the project's a go, maybe a thousand investment can become ten million. It could happen!

A prospectus is a multi page, typed document, where you describe the business you wish to create, its
aims, its potential profits. Included is a DEAL MEMO (A kind of short legal contract.) You leave
spaces for signatures, dates on the memo. But on the main document of the prospectus is the
EXPLANATION. Here, we State our intention to create a HUGE business, the AIMS OF the
BUSINESS, i.e. To create a profit-making bakery/cafe, or movie, or film company, or pharmaceutical
product, whatever. There is a third document in which you describe why youre able to make this
business work, i.e. YOUR BIO/ particulars, your RESUME. This will glowingly describe your abilities,
experience.

First, in the PROSPECTUS itself, the main letter, you state what kind of business you are proposing,
how many shares will be sold and what it will cost to buy one share. Securities Exchange Commission
allows up to 35 'shares in a limited partnership.' Then you dont come under the STOCK MARKET
laws. Its a small sized, little private kind of deal. So plan on 35 shares, 35 partners. Divide amt. of cash
you need to start biz by 35. Say it's 35 thousand dollars. Everybody contributes or invests a grand. They
each get a share in your biz for that grand. Ask a lawyer what amt. you get for running it. Maybe 1/4 or
maybe more. See, they don't get ALL of it. Stockholders get a % of it. Now, PROFITS get divided by
35, too. Each shareholder gets a share of the profits. PROFITS for how many years? Forever? l0 years?
You have to decide. You also have to decide, will they get their principle back? Plus profits? Ask a
lawyer pal for advice.

Make up seventy to eighty prospectus because only ONE in three solvent people you know will go for
it. PHONE pitch them on a powerful astrological day, and tell them the prospectus will come in the
mail, to look it over when they have time. All of it will fit in a legal sized envelope. A friend of mine
found that one 32c stamp and a lot of 2's, 3s and 1c stamps always goes thru. 37c for something that
should cost 96c. Anyone who spots it will know youre ingenious, cheap but NOBODY spots it. Post
Office is mechanized. And, its no crime to put on TOO LITTLE postage! So one in a hundred comes
back to your "INSUFFICIENT POSTAGE" and you send it out again.

One more thing. Somewhere in the prospectus you must give investors an idea of what your project(s)
will cost to get up and running, i.e. A BUDGET. Say: The t.v. studio costs 1,000$ a day, the tekkies cost
500$ a day. Editors cost 200$ a day. A finished PILOT with titles will cost 4k if it takes 3 days to shoot.
Then, you describe what this show can earn. Who you know at how many production companies. Where
you will market it. If its a film, and you must option a book or script, say: "it costs 3k every 6 mos. to
option the book rights, and this investment can make us $300,000 which is what producers get from
production companies when a producer brings in a script and tell them that they will also get points if
the film does well. A percentage of all earnings or profits of the film. You cannot lie anywhere here.

I will give you A SAMPLE Prospectus (One that I was going to do.)

PROSPECTUS FOR SHARES IN A LIMITED PARTNERSHIP

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INVESTOR DEAL MEMO

From: ANITA SANDS HERNANDEZ PRODUCER on_________,date,_________ year, in Los

Angeles, California.

To: John Doe Investor with surplus capital (name of person you invite to invest is HERE.)

1. REGARDING YOUR PARTICIPATION IN THE AMT GROUP. By my signature to this Deal

Memo I hereby invite you to become a "Producer and Charter Partner" in the Aquarian Age New
Age Gazette Magical-Mystery Tour TV Hour Magazine " (hereafter to be referred to as AMT or
the AMT GROUP,) conceived of (at this time) as the a New Age, holistic, therapy, pop-psych,
religious theme-panel talk show (described in fuller detail in Appendix A.) and by this instrument
promising you certain things.

2. RE YOUR PURCHASING A SHARE IN THE A.M.T COMPANY: I am offering 35 shares in

the New Age TV show to be valued at $1,000.00 each. The money will be used entirely for the
funding of the pilot segment. No portion of the money will go to me or the other producers of the
show. It will be used only for the costs of video-taping a pilot show. The current plans involve the
pilot starring me, with my sidekick JULES BUCCIERI. As announcer, we will have Mario
Machado, and wed like a guest star like Sally Kirkland, Shirley McLaine , Dennis Weaver,
Chloris Leachman, Lindsay Wagner. Big Stars like THIS may require SAG/AFTRA minimum
salaries to appease their guilds. (Around 320$). We could have free guests, like Holistic Doctor to
the Hollywood Movie Colony Dr. Steven Small, or New age Pop Guru, Yogi Bhajan,. Such guests,
without GUILDS, will cost us nothing.

3. RE YOUR RESPONSIBILITIES: There are none. You are not obliged to do any work, or
attend any shoots or meetings. You still participate in first tier profits.

4. RE PERKS: You can attend production staff meetings if you desire, visit the set when you wish
and bring guests. You will be invited to all cast/staff/crew parties and will be informed of and
allowed to attend staff meetings and rehearsals, attend Sales promotions and conventions and
trade shows. Your travel accomodations will not be paid to out of town conventions or trade shows
nor a pass to attend that convention or trade show purchased for you. You will have to pay for
that yourself, but you will be placed on our company's 'list' for attendance at such events at your
request so that these passes can be yours.

5. RE SHARE THAT YOU WILL OWN - Each share in the AMT GROUP will give YOU a
1/35th ownership of the so-called "AMT STOCKHOLDERS' POOL". This funding will earn you
several sums of cash:

A.) ANNUAL INTEREST EARNINGS ON PRINCIPLE BY SHARE: This sum is to be a straight

15% (fifteen percent) interest on your investment principle to be paid back to you by the AMT
company. It is annual earnings on your investment, or share(s) purchased, assuming this
investment to be a kind of 'principle,' with earnings due you for as long as the principle amount
shall go unpaid.

B. THE POOF CLAUSE: This principle shall be repaid and this interest payment will accrue to
you only in the event that the AMT COMPANY can sell the AMT Hour Magazine show, such sale
to be defined as purchase for viewing or syndication by a t.v. station, t.v. channel or television or
cable network or by plural such entitities. If it is not sold ever, you will receive neither principle

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nor interest and AMT will disband without being held responsible for further indemnification to
you. Therein enters the element of risk inherent in any speculative investment, often called 'poof,'
--an onomatapoeic not legal term.

C.) PROFIT SHARING: In addition to your principle being returned to you and interest paid
you, you will receive your share of all profits and royalties received by the AMT Company on the
entire series of shows, ad perpeteum, whether sold and viewed in the USA or abroad, on network
or in syndication. Your share will be calculated thusly: There are 35 shares in the AMT INITIAL
INVESTORS' AND STOCKHOLDERS' FUND. Your take will first be predicated on the amount
of shares you have purchased, next, profits will be calculated by taking all profits from the AMT
show whether as royalties or syndication profits, and allocating l0% (ten percent) of the profits for
the INVESTORS POOL, then, dividing these profits 35 ways, (if there are 35 investors) and
taking the resulting sum to be the profit to which the single investor is entitled for each share he
purchased.

7. RE ADDITIONAL STATUS AS A CHARTER MEMBER: In recognition for your funding

participation in the making of a PILOT you are also to be considered a "Producer and Charter
Member" and, if you wish, will sit on the Board of A.M.T. ad perpetuem and in exchange for
hours of brainpower and advice will receive a share in profits of all future shows/ episodes, and do
so for as long as you so desire to participate. You will be recompensed for such attendance by
having a percentile point of Net Profits from all future shows commensurate with these hours.

8. RE COMPENSATION FOR CHARTER MEMBERS' ONGOING PARTICIPATION:

In compensation for your ongoing participation with A.M.T. and in compensation for your advice
and aid during the PILOT pre-sale period, and in thanks for funding the AMT pilot episode, you
are to be given an additional % of all NET PROFITS accruing to the A.M.T. Production entity for
as long as your participation on the Board at shareholder meetings shall continue. If you are
suddenly unable to attend board meetings, your percentage of net profits will be based only on re-
run royalties for the show profits as per section 5-A, 5-B and 5-C of this memo.

Your percentage of Net Profits to "Producer and Charter Members" is to be calculated thusly:

A.) If there are 5 other "Producer and Charter Members" working equal hours on the
AMT Show production staff, we shall not share the NET PROFITS 5 ways, i.e. 20
percent (20%) each but shall share it thusly: each "Producer and Charter Member"
will draw from the Net Profit sum out of two different tiers of profit sharing. The first
is strictly based on CASH participation, i.e. the ownership of a share. The second tier
divvy of profits is according to the HOURS that person has put in working on the
project/show. The calculation of second tier profits, i.e. YOUR hours, shall be based
on actual time spent being an advisor on the Board of Governors at Board meetings,
meeting with Network or corporative people in meetings, working with accountants,
etc, dealing with stock market people in case we go public, or all the usualy daily
business of a CEO, or on the set, or in our offices.

B.) If you spend 1 hour at meetings, and another Producer and Charter Member
works 50 hours on a season of shows, your percentage would be a fiftieth of their share
in profits. What must happen is that the hour becomes a kind of currency with a value
to be assigned in Quarterly Earnings Reports or annual cash divvies.

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9. RE FURTHER CALCULATION OF THE TERM 'FUTURE NET PROFITS':

A. NET PROFITS will be reckoned as being the sum left to A.M.T. Production Entity
after cash outlaid to film labs, film studios, crew, cast, salaries of workers, cost of
advertising and attending trade shows.

B. This FUTURE NET PROFIT PERCENTILE SPLIT will be taken from and
calculated upon sums left in the A.M.T. treasury after such 'production costs'. It is the
Investors/venture capital people who will make the filming of the pilot, NATPE
attendance, SALES ADVERTISING and TRAVEL possible. As other Producers,
production entitities and funders may be required, down the line, they will also draw
from the profit pool.

10. RE TERMS OF YOUR EARNING AFORESAID PERCENTILE SHARE: Your share in the
percentile split of these net profits is to continue as long as you are available to attend board
meetings, and be a 'Producer and Charter Member' of this 'business family' with your percentage
to be based on hours that you put in at staff meetings, giving valued input. If you are unable to
participate in working on the show, you will still get a 35th share of SECOND TIER profits. The
SECOND TIER profits are those taken after the payment for hours of labor is made to working
partners in a FIRST TIER PROFIT DIVVY.

11.) Other production entities, releasing agents, venture capital figures, t.v. networks may come
into the project later and fund more shows and more seasons of shows but your deal with the
AMT Board, headed by me will not be displaced or superceded. The participation described
herein has nothing to do with deals that they may put into play. The AMT Group will have profits,
your share as a stockholder has been herein definitively defined.

12.) As a 'Producer and Charter Member,' you and your heirs and asignees shall have the right to
have your accountants examine the AMT GROUP's financial records at any time as you so wish,
upon presentation of such examiners at our doors during normal business hours.

Signed ____________________________________me________________

Creator/Producer of the AMT GROUP

Dated_________________________ in Los Angeles, California

DEAR ANITA: I am in agreement, Your terms are excellent.

signed by INVESTOR_______________________ dated___________

in City of ___________________State _________

(My Cancelled check for the amount of $________ is proof of my one share ownership.)

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