Film Investment Trust (FIT)

FIT™ Development Funding & Investment Model Film / TV & Studio properties

Strategic Partnerships

FIT™ ©2019

FILM INVESTMENT TEAM LOS ANGELES, USA

LONDON, UK

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FIT ABOUT Film Investment Team or FIT™, is a Corporation created for the purpose of investing in motion picture developments, productions and studio properties globally. In this investment package, our investors, management and filmmakers can determine the best options for their involvement. We offer this model as licensing for studios and investment partners.

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INDEX

FIT OVERVIEW (3 -5)

REVENUES, (6) PRODUCTION & ECONOMY

MOTION PICTURE INDUSTRY & REVENUE (7)

POTENTIAL BUYER & MANAGEMENT (8 )

OUR ROLE & FUTURE (9)

CONCLUSION (10)

FIT™ | FILM INVESTMENT TEAM

2019

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

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

FIT™ is an offering (“Offering”) for sale to individuals and entities (as “Investors”) a maximum of 50 shares each (hereinafter referred to as the “Units’’) until it matures or we have an IPO. See “Description of Units and Terms of Offering.” Each Unit, considered as Unit Investment Trust (UIT) will be offered at a price of One Hundred Thousand ($100,000) Dollars. This offering is subject to negotiations dependent upon the timing and circumstances of the specific investment situation. However, the first unit issued at one particular price shall remain the price of the remaining units thereafter by operation of law and the corporate charter.

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

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

THIS OFFERING INVOLVES A DEGREE OF RISK.

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FIT™ | FILM INVESTMENT TEAM

2019

EXECUTIVE SUMMARY

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

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

FIT™ will use the relationships of its principals to maintain a steady flow of material to consider.

F.I.T. constantly receives material and reserves the right to change its slate based on the viability of these submissions.

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

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

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FIT™ | FILM INVESTMENT TEAM

2019

FEASIBILITY

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The major asset of FIT will be its ownership of the films produced and the licensing rights thereof.

FIT™ and its Producers have created (and will create) specific business plans and conduct market analyses for each feature film production venture. These film specific business plan presentations will include script synopses, production and marketing strategies, cast and crew attachments and proposals, comparable film performances, and distribution projections.

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

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FACTORS

The purchase of the Unit Investments (or UIT modeling) involves a degree of risk and therefore should not be purchased by anyone who cannot afford the loss of his or her investment. Th Prospective Investors should review and consider the following risks as well as other information disclosed herein.

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

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FIT™ | FILM INVESTMENT TEAM

As revenues from the Films, if any, will not flow into the FIT™ immediately. will most likely incur operating losses in the first year of operations.

Each of the shareholders in FIT™ will be entitled to all revenues due to the company, secondary to any debt financing payments and less accounting and operational expenses. However, no assurance can be made that an Investor will realize a substantial return on the investment in year one, due to the risk factors below.

RISKS OF FILM PRODUCTION The success of any distribution activities will depend on a number of factors over which company will have little or no control. Even if all territories, both domestic and foreign, are sold, there can still be no assurance that the Films will succeed on an economic level. If the total production costs exceed the total worldwide minimum guarantees or minimum advances, there may not be sufficient funds to repay to the Investors the amount of their investment into F.I.T. In addition, there may be problems which could adversely affect the FIT™ ultimate performance, including: public taste, which is unpredictable and susceptible to change; competition for theaters; competition with other films and other leisure activities; advertising costs; uncertainty with respect to release dates; and the failure of other parties to fulfill their contractual obligations and other contingencies. Distribution agreements generally give a distributor significant flexibility in determining how a film will be exhibited. There can be no assurance that a distributor will not limit the Film’s run, limit the

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

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ABSENCE OF IMMEDIATE REVENUES

2019

WORLDWIDE ECONOMIC CONDITIONS It is intended that the Films will be sold to foreign and domes- tic distributors for exhibition in their respective territories. Consequently, the value of the Film’s rights as determined by such distributors would be dependent upon many factors including the economic conditions in such distributor’s territory.

Economic downturns, changes in the currency exchange rates and changes in economic forecasts of any or all of the individual territories may cause a material adverse effect to FIT™. Even if distribution agreements are obtained for certain territories, economic changes in any territory could affect complete any transaction

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FIT™ | FILM INVESTMENT TEAM

REVENUE STREAMS

The film industry consists of companies in three main areas: 1.) Production / Development – Inception of a script and taking it through production.

Sometimes arranging and finding financing, setting up distribution and editing to a final, final cut of the movie for release; 2.) Studios/Distribution, middlemen who license finished films from the production segment, then cut deals with exhibitors (the third industry segment), and drive the broad marketing campaigns needed to spur audience interest; 3.) Exhibition/Theaters, the physical places where an audience can see a film (theater chains, TV channels, DVD sales and rental, Internet services). Sometimes both the first and second classes are the same entity (the major Studios), but typically the Studios employ external production companies to handle the complex activity of executing a film production.

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

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FILM INDUSTRY OVERVIEW

2019

1. Domestic Theatrical Release 2. Home Video (DVD/Blu-Ray) 3. Television: Pay-Per-View, Premium Cable, Free Broadcast/Network & Syndicated 4. Streaming Video includes Netflix, Amazon, Google, YouTube, Yahoo, Hulu and others 5. International Release 6. Ancillary Markets 7. Music Sales, Ring Tones, Mobile Apps

Most films are first released in theaters throughout the US. Yet, while such revenue is the most widely reported, domestic theatrical release is by no means the most lucrative source of a film’s profits.

SCENARIO: Commonly,theatrical returns represent only about a FIT™ provides the Development Funding for 5- quarter of a studio film’s potential returns and in 10 films at $100k each; recent analysis could even be a source of loss for RothStock Pictures and MPMG provide network independent films. Box office gross is crucially of Projects; important, however, as the critical marketing force TRISTAR (SONY) provides the Production that drives subsequent revenue streams.

Funding and worldwide distribution.

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FIT™ | FILM INVESTMENT TEAM

2019

MAXIMIZING POTENTIAL BUYER

There are 32 million total frequent moviegoers – people who attend a movie once a month or more. Frequent movie going peaks between the ages of 18 and 24, with 6.3 million frequent moviegoers in that age group, 20% of 21 the total. Both the 12-17 and 25-39 age groups also represent similar percentages and numbers of the frequent movie going population.

Our knowledge of our target audience and genre appeal, ensure that we maximize the number of potential buyers on every one of our projects. For example horror, science fiction, and action films often sell better than dramas.

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Hot topic or big concept / trend topic documentaries or documentaries involving key niches or names often sell more than more obscure or more personal documentaries. Of course there are always rare exceptions, but best not to bank on being one of those.

Films appealing to specific large- enough demographics seem more “valuable” than those that do not seem to have any specific appeal. Broad comedies can sell but highly depend on notable cast. If they do not have the cast, it is almost always the case that they need a big festival to create the buzz that gives them the commercial push.

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From as early as evaluating scripts, deciding which projects to invest in, to editing the final cut of the film and cutting the trailer, one must always be focused on maximizing the number of potential buyers. The goal is not to exclude anybody from the potential buyer pool. From a producer’s standpoint that means avoiding first look deals (giving a company the first right of refusal in relation to developing or producing a particular project) with studios or sales companies. While there is some security in a first looks deal because you know you have a probable buyer for your film, it may not be the right buyer and you are probably better off on the open market.

The subject matter is probably the most limiting criteria and has the potential to alienate large segments of the population.

Therefore, we try to avoid subject matter that is too obscure. Generally, we try to stay focused on main-stream content. Topics that are too violent, too sexually charged, or too discriminatory will often alienate large percentages of your target audience.

MANAGEMENT TEAM

Mr. Darren Sumner - Creator/Founder, Executive Producer, CEO of Reinvention Studio & Reinvention Media, Ltd.; Located in Los Angeles, CA 305-814-6327 or 310-927-6893 darren@reinventure-ltd.com Mr. Dwight Williams - Director, Compliance Officer Former SEC Attorney practicing International Law; Located in Salt Lake City, Utah dbwilliamslaw@gmail.com Mr. Moshe Raymond - Director, International VC Platform broker and SFX artist for James Bond movies; Located in London, UK Togzhan Kenessarina - Advisor, Strategic Partnerships. Former International Lawyer for Corporate and Venture Capitalists. Located in Los Angeles, CA.

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FIT™ | FILM INVESTMENT TEAM

FIT™ plans to hold weekly meeting either over the phone or Skype that include the principals, (if in town), key staff, partners and investors.

The meeting will serve as an opportunity to provide an update on each project, and its status. Each key component will have an opportunity to give their input on each film that is considered. Mr. Sumner will lay out the overall deal structure, the equity investment, for each investor, the partner investments, and the soft money component as well as give a domestic estimate on each project, Sales Co. will give an estimate of foreign value, excluding US, Canada and Latin America. This will be an overall estimate for their territory, then give an estimate for level of pre-sales before production. The creative elements of the projects will be reviewed, discussed, and then the financing opportunity will be evaluated.

The safety, coverage level, and potential upside will all be forecast, and a decision on the opportunity will be made. Any invited participant in the meeting may present projects to the group each week, as they deem appropriate.

Investors who come in at the ground floor of FIT™ will be part of something much bigger than just 3-5 movies. These films will only set the stage for additional projects to create further down the road after this original investment has run its course. We intend to follow these movies with more films with bigger budgets but that still follow our structured model. So while the numbers are bigger, our risk as a percentage will always remain the same.

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

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OUR ROLE

2019

Lastly in the future there will also be push into the television and internet based production for FIT™. We would hire a dedicated television executive with vast experience to develop projects from the ground floor for network, cable and digital broadcast. We would look to strike an overall deal with a particular studio and find some key networks to work with. Also, there is always the possibility of creating exclusive content for new media companies like Netflix, Hulu and Amazon.

There would also be the opportunity to self-finance projects with a series guarantee from a network and also by obtaining similar commitments from networks all over the world and employ a similar risk mitigation model as the one that will be used in our films.

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

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FIT™ | FILM INVESTMENT TEAM

2019

CONCLUSION

FIT™ is acutely attuned to the changing market forces both in the independent world and the entertainment ecosystem at large. This venture hopes to create films whose profits and cultural impact will far exceed the financial investment and talent of everyone involved.

Originally, FIT™ was initially seeking funding for the development funds and production financing of a slate of 3-5 films. However, FIT™ with its investors and venture capitalists, we intend to seek out other methods of creating revenue, including developing IP, for film and TV. also intends to continue using its structure, assuming it’s successful on the first 5 films.

The partners involved in the first slate will have first opportunity to continue to partner in FIT™. (continued)

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

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FIT™ is a diverse group of partners bringing complimentary skills and relationships to a unique venture. At FIT™ we will create and bring the top creative talent, star power, global reach, financially successful and multiple potential and production experience. We will begin with a modest number of movie projects of a manageable size to provide the basis for future investment. Investments which will be protected and guided by experienced economic and managerial principles from the inception to development of each project to their green-lighting, production, delivery and subsequent collection of revenue. By assembling this team and the structure we plan to implement; we have made sure that the risk is minimal and consistent in the group of films.

We will utilize every financial advantage possible in the form of work in kind services, deferrals, rebates and guarantees. So that while we are protecting the investment we have still managed to accumulate most of the upside associated with a potential big winner.

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

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

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