USE OF PROCEEDS

The maximum net amount, which may be received by the Company from this offering if the full amount of the shares is sold, is estimated to be approximately $1,000,000. However, since the offering is being made on a strict “best efforts” basis, there can be no guarantee that the maximum offering will be sold. Any shortfall in the corresponding net profits as a result of the Company not being able to sell the full offering will proportionately affect the use of proceeds. See “RISK FACTORS,” and “BUISNESS OF THE COMPANY.” Assuming sale of all of the offered shares, net proceeds of this offering are intended to be applied approximately in the following manner:

AMOUNT                                                                                              PERCENTAGE (1)

(1000) Story and Screenplay                                                              5%
(1200) Directors Unit                                                                           14%       
(1300) Cast                                                                                            6%
(2400) Set Dressing                                                                              0.4%
(2500) Property                                                                                     5%
(2800) Camera                                                                                     13%
(3000) Special Equipment                                                                    0.5%
(3100) Sound                                                                                         4%
(3200) Grip                                                                                             3%
(3300) Lighting                                                                                     10%
(1700) Wardrobe                                                                                  3%
(3500) Makeup and Hair                                                                      2%
(3600) Set Operations                                                                          7.5%
(3700) Site Rentals                                                                               10%
(4000) Location Expenses                                                                   1.5%
(4600) Transportation                                                                          0.08%
(4700) Raw Stock and Laboratory                                                     3%
(5000) Film Editing                                                                               12%
(6100) Insurance                                                                                   2.5%

 Total                                                                                                   100%

        The foregoing categories indicate the allocation of funds for various purposes and the relative percentage, which is expected to be used by the Company. The foregoing estimates of the application of proceeds represent the objectives of the Company and are subject to modification depending upon a number of factors which may not be presently known or existing and which may occur during the time such funds are being expended; in which event, the foregoing estimates may vary from actual expenditures at a later date. In addition, as stated above, the offering is being made on a strict “best efforts basis, therefore, there can be no guarantee that the full amount of the Shares will be sold. Any shortfall in the corresponding net profits as a result of the Company not being able to sell the full Offering will proportionally affect the use of proceeds. See “RISK FACTORS,” and “BUSNIESS OF THE COMPANY.”

        It is possible that all or a portion of the funds received in this offering may not be utilized immediately. Should any allocation made above not be fully utilized for the purpose indicted, then the balance remaining will be added to the Working Capital. It must be noted that all funds in the Working capital category may be used for any purpose deemed appropriate by management without any say whatsoever by the Shareholders, including investors herein.