Bulova Technology Films PPM

CONFIDENTIAL PRIVATE OFFERING MEMORANDUM
No.


BULOVA TECHNOLOGY FILMS, INC.
a Florida Corporation
$30,000,000

1000 OFFERING UNITS

One Offering Unit represents 2,000 Class A Units at $15.00 per Unit

Minimum Investment Per Investor: $30,000

1000 Offering Units of Bulova Technology Films, Inc. a Florida Corporation (“BTF” or the “Company”),
are being offered for sale by the Company in a private placement to selected individuals who qualify as
“accredited investors,” subject to execution and closing of a Subscription Agreement, which can be
attained from the Company (this Confidential Private Offering Memorandum and the Exhibits attached
hereto, and other appropriate documents including but not limited to the Subscription Agreement and
Operating Agreement, are collectively referred to as the “Summary” or the “Offering”), and to certain
other conditions described herein and therein. An “accredited investor” as used herein is as defined in
Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”). The private placement
is intended for potential investors seeking investment and not with a view to distribution.

The Company in connection with the private placement of the Units has prepared this Summary. Each of
the attached Exhibits is incorporated into and made a part of this Summary and investors are urged to
carefully review the entire contents of this Summary.

The offering period will close on January 31, 2010, unless extended by the Company, at its sole
discretion.

There will be no public market for the Offering Units. The information contained in this Summary is
confidential and proprietary to the Company. It has been prepared for information purposes with the
express understanding that no person accepting the Summary will release the Summary, discuss the
information therein, make reproductions, or use such information for any purpose other than to evaluate a
potential investment in the Company, without the prior permission of the Company.
THESE ARE SPECULATIVE SECURITIES AND ARE SUBJECT TO A HIGH DEGREE OF RISK.


SEE “RISK FACTORS”.


Price to
Proceeds to

Investors
Finder Fee(1)
Company(2)
Per Offering Unit...............................
$30,000.00
$3,000.00
$27,000.00
Maximum— 1000 Offering Units..... $30,000,000.00
$3,000,000.00
$27,000,000.00

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The Date of this Summary is July 1, 2009
(1)
The Units are being offered directly by the Company directly, or through TBD , acting as
the finder of qualified investors. Up to ten percent (10%) of the gross proceeds from the Offering
are projected to be paid for such introductions at the discretion of the Company. TBD will not
provide any services for which a broker-dealer, Investment Advisor or other license would be
required.
(2)
Net proceeds are calculated after deducting potential commissions and other fees of ten
percent (10%) of the gross proceeds of the Offering ($2,700,000), if the Offering is fully subscribed,
and other expenses, such as legal, accounting, consulting and printing, estimated at approximately
$50,000. See “Use of Proceeds” and “The Offering – Plan of Distribution.”
(3)
The minimum investment is $30,000 (2,000 Class A Units).
(4)
Assumes Offering is fully subscribed. There is no assurance that any of the Offering Units
will be sold. There is no firm commitment to purchase or sell any of the Offering Units. There is a
maximum of 1,000 Offering Units being offered. There is no minimum required subscription
amount necessary to close this offering and all subscription proceeds will be deposited directly into
the bank accounts of the Company. The Company may terminate the Offering at any time. One or
more closings (each, a “Closing”) will be determined at the sole discretion of the Company, with the
final Closing expected to occur no later than January 31, 2010, unless extended at the discretion of
the Company.
____________________
This Summary contains what the Company considers to be fair summaries of certain provisions of the
documents that will govern the Offering. Nevertheless, the summaries do not purport to be complete and
are qualified in their entirety by reference to the texts of the complete documents. Copies of these
documents are available from the Company upon request. Investors should not rely upon any
representations or information other than as set forth in this Summary and in documents furnished by the
Company upon request. No person has been authorized to give any information or make any
representation in connection with this offering other than as contained in this Summary.
__________________________
THE SECURITIES OFFERED UNDER THIS SUMMARY ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR DISPOSED OF PURSUANT
TO AN EXEMPTION FROM THESE REGISTRATION REQUIREMENTS. THIS OFFERING
IS BEING MADE IN RELIANCE ON AN EXEMPTION FROM REGISTRATION UNDER
SECTION 4(2) AND RULE 506 OF REGULATION D, PROMULGATED UNDER THE
SECURITIES ACT. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED
TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.


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__________________________
THIS INVESTMENT IS SUITABLE ONLY FOR SOPHISTICATED, ACCREDITED
INVESTORS WHO HAVE SUBSTANTIAL FINANCIAL RESOURCES, WHO DO NOT
ANTICIPATE THAT THEY WILL NEED TO LIQUIDATE THEIR INVESTMENT IN THE
COMPANY IN THE FORESEEABLE FUTURE, AND WHO UNDERSTAND, OR HAVE BEEN
INDEPENDENTLY ADVISED WITH RESPECT TO, THE TERMS OF THIS OFFERING AND
THE RISK FACTORS ASSOCIATED WITH THIS INVESTMENT.
__________________________
PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS
MEMORANDUM TO CONTAIN LEGAL, ACCOUNTING, BUSINESS, TAX OR OTHER
EXPERT ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT HIS OWN
ATTORNEY, BUSINESS ADVISOR AND/OR TAX ADVISOR AS TO THE LEGAL, BUSINESS,
TAX AND RELATED RAMIFICATIONS OF THIS INVESTMENT.
__________________________
THIS SUMMARY DOES NOT CONSTITUTE AN OFFER TO SELL TO, OR A SOLICITATION
OF AN OFFER TO BUY FROM, ANYONE IN ANY STATE, COUNTRY OR OTHER
JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION OF THE SECURITIES
OFFERED IS NOT AUTHORIZED. NO ACTION HAS BEEN TAKEN BY THE COMPANY
THAT WOULD, OR IS INTENDED TO, PERMIT A PUBLIC OFFER OF THE SECURITIES IN
ANY COUNTRY OR JURISDICTION. ACCORDINGLY, THE SECURITIES MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, AND NEITHER THIS SUMMARY NOR
ANY OTHER INFORMATION MEMORANDUM, PROSPECTUS, FORM OF APPLICATION,
ADVERTISEMENT OR OTHER DOCUMENT OR INFORMATION MAY BE DISTRIBUTED
OR PUBLISHED IN ANY COUNTRY OR JURISDICTION EXCEPT UNDER
CIRCUMSTANCES THAT WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE
LAWS AND REGULATIONS.
_________________________
THE COMPANY MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY
AS TO THE ACCURACY OR COMPLETENESS OF THIS SUMMARY AND THE
INFORMATION HEREIN, OR, IN THE CASE OF PROJECTIONS, AS TO THEIR
ATTAINABILITY OR THE ACCURACY OR COMPLETENESS OF THE ASSUMPTIONS
FROM WHICH THEY ARE DERIVED, AND IT IS EXPECTED THAT EACH PROSPECTIVE
INVESTOR WILL PURSUE HIS OWN INDEPENDENT INVESTIGATION. DURING THE
COURSE OF THE OFFERING AND PRIOR TO SALE, EACH PROSPECTIVE INVESTOR
AND HIS PURCHASER REPRESENTATIVE(S), IF ANY, ARE INVITED TO ASK QUESTIONS
OF AND OBTAIN ADDITIONAL INFORMATION FROM THE COMPANY CONCERNING
THE TERMS AND CONDITIONS OF THE OFFERING, THE COMPANY AND ITS
AFFILIATES, AND ANY OTHER RELEVANT MATTERS, INCLUDING, BUT NOT LIMITED
TO, ADDITIONAL INFORMATION TO VERIFY THE ACCURACY OF THE INFORMATION
SET FORTH IN THIS MEMORANDUM. THE COMPANY WILL PROVIDE SUCH
INFORMATION TO THE EXTENT IT POSSESSES IT OR CAN ACQUIRE IT WITHOUT
UNREASONABLE EFFORT OR EXPENSE.

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__________________________

THIS OFFERING IS MADE SUBJECT TO WITHDRAWAL, CANCELLATION OR
MODIFICATION BY THE COMPANY WITHOUT NOTICE. THE COMPANY RESERVES
THE RIGHT, IN ITS SOLE DISCRETION, TO REJECT ANY SUBSCRIPTION AS A WHOLE
OR IN PART. THE COMPANY SHALL HAVE NO LIABILITY WHATSOEVER TO ANY
OFFEREE AND/OR INVESTOR IN THE EVENT ANY OF THE FOREGOING SHALL OCCUR.
__________________________

IT MUST BE RECOGNIZED THAT THE PROJECTIONS OF THE COMPANY’S FUTURE
PERFORMANCE ARE NECESSARILY SUBJECT TO A HIGH DEGREE OF UNCERTAINTY
AND MAY VARY MATERIALLY FROM ACTUAL RESULTS. STATEMENTS HEREIN ARE
MADE AS OF THE DATE HEREOF. NEITHER THE DELIVERY OF THIS MEMORANDUM
NOR ANY TRANSACTION MADE HEREBY SHALL CREATE, UNDER ANY
CIRCUMSTANCE, ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY AND OTHER INFORMATION CONTAINED HEREIN SINCE
THE DATE HEREOF.
__________________________
THE INFORMATION CONTAINED IN THIS SUMMARY IS CONFIDENTIAL AND
PROPRIETARY TO THE COMPANY AND IS BEING SUBMITTED TO PROSPECTIVE
INVESTORS WITH THE EXPRESS UNDERSTANDING THAT, WITHOUT WRITTEN
PERMISSION OF THE COMPANY, PROSPECTIVE INVESTORS WILL NOT RELEASE THIS
DOCUMENT OR DISCUSS THE INFORMATION CONTAINED HEREIN OR MAKE
REPRODUCTIONS OR USE IT FOR ANY PURPOSE OTHER THAN EVALUATING A
POTENTIAL INVESTMENT IN THE COMPANY. IF A PROSPECTIVE INVESTOR ELECTS
NOT TO INVEST IN THE OFFERING, THIS SUMMARY MUST BE PROMPTLY RETURNED.

FOR CALIFORNIA RESIDENTS
THE SALE OF THE SECURITYIES THAT ARE THE SUBJECT OF THIS MEMORANDUM
HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE
STATE OF CALIFORNIA. THEREFORE, THE ISSUANCE OF SUCH INTERESTS PRIOR TO
SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE INTERESTS AND THE SALES
THEREOF ARE EXEMPT FROM THE QUALIFICATION REQUIREMENT BY§§ 25100, 25102
OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES
AS DESCRIBED IN THIS MEMORANDUM ARE EXPRESSLY CONDITIONED UPON SUCH
QUALIFICATION BEING OBTAINED OR AN EXEMPTION THRERFROM.

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FOR CONNECTICUT RESIDENTS
THE INTERESTS HAVE NOT BEEN REGISTERED UNDER SECTION 36485 OF THE
CONNECTICUT UNIFORM SECURITIES ACT OR PURSUANT TO AN EFFECTIVE
REGISTRATION THEREUNDER.
FOR FLORIDA RESIDENTS
THE INTEREST OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
FLORIDA SECURITIES ACT. EACH PROSPECTIVE INVESTOR WHO IS A FLORIDA
RESIDENT SHOULD BE AWARE THAT SECTION 517.061(11) (a)(5) OF THE FLORIDA
SECURITIES AND INVESTOR PROTECTION ACT PROVIDES IN RELEVANT PART, AS
FOLLOWS:”…WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN THIS STATE
ANY SALE MADE PURSUANT TO THIS SUBSECTION… SHALL BE VOIDABLE BY THE
PURCHASER… WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION
IS MADE BY THE PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER OR ANY
ESCROW AGENT . . .” EACH PERSON ENTITLED TO EXERCISE THE RIGHT TO
WHITHDRAW GRANTED BY SECTION 517.061 (11)(a)(5) AND WHO a WISHES TO
EXERCISE SUCH RIGHT MUST WITHIN THREE DAYS AFTER THE TENDER OF HIS
PURCHASE PRICE TO THE COMPANY, CAUSE A WRITTEN NOTICE OR TELEGRAM TO
BE SENT TO THE COMPANY, SUCH LETTER OR TELEGRAM MUST BE SENT AND
POSTMARKED ON OR PRIOR TO THE AFOREMENTIONED THIRD DAY, IF AN OFFEREE
CHOOSES TO WITHDRAW BYLETTER, IT IS PRUDENT TO SEND IT BY CERTIFIED
MAIL, RETURN RECEIPT REQUESTED TO ASSURE THAT IT IS RECEIVED AND ALSO
TO EVIDENCE THE TIME WHEN IT WAS MAILED. AN OFFEREE MAKING AN ORAL
REQUEST FOR WITHDRAWAL MUST ASK FOR WRITTEN CONFIRMATION THAT THE
REQUEST HAS BEEN RECEIVED.
FOR NEW JERSEY RESIDENTS
NEW JERSEY STATE LAW PROVIDES AN EXEMPTION FROM REGISTRATION FOR
INTERESTS THAT ARE SOLD TO NO MORE THAN 35 PURCHASERS WITHIN THE STATE
WHERE EACH PURCHASER HAS BEEN PROVIDED WITH AN OFFERING
MEMORANDUM AND NO GENERAL SOLICITATION OR ADVERTISEMENT HAS BEEN
EMPLOYED IN THE OFFERING. THE INTERESTS DESCRIBED HEREIN ARE BEING
OFFERED TO RESIDENTS OF NEW JERSEY IN RELIANCE ON THE FOREGOING
EXEMPTION. ACCORDINGLY, NEITHER THE OFFICE OF THE ATTORNEY GENERAL
NOR ANY OTHER GOVERNMENTAL AGENCY OF THE STATE OF NEW JERSEY HAS
REVIEWED OR PASSED UPON THE MERITS OF THE OFFERING.
FOR NEW YORK RESIDENTS
THIS PRIVATE PLACEMENT MEMORANDUM HAS NOT BEEN FILED WITH OR
REVIEWED BY THE OFFICE OF THE ATTORNEY GENERAL OF THE STATE OF NEW
YORK PRIOR TO ITS ISSUANCE. ACCORDINGLY, NEITHER THE OFFERING
MEMORANDUM NOR THE INTERESTS DESCRIBED HEREIN HAVE BEEN ENDORSED BY
THE ATTORNEY GENERAL OR ANHY OTHER AGENCY OF THE STATE OF NEW YORK.
THE INTERESTS ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE NEW YORK STATE SECURITIES LAWS (NY GENERAL
BUSINESS LAW CH.20, ARTICLE 23.a ET. SEQ.) THAT EXEMPTS FROM REGISTRATION

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A PRIVATE OFFERING OF INTERESTS TO A LIMITED NUMBER OF ACCREDITED
INVESTORS WITHIN THE STATE OF NEW YORK
FOR PENNSYLVANIA RESIDENTS
THE PENNSYLVANIA SECURITES ACT OF 1972 AS AMENDED (70 P.S. §§1.101), PROVIDES
FOR CERTAIN EXEMPTIONS FROM STATE REGISTRATION REQUIREMENTS FOR THE
OFFER AND SALE OF SECURITIES WITHIN THE STATE. IT IS ANTICIPATED THAT THE
COMPANY WILL RELY ON §203(t) OF THE PENNSYLVANIA SECURITIES ACT FOR THE
ANTICIPATED OFFERING. $203(t) EXEMPTS FROM REGISTRATION THE OFFER AND
SALE OF SECURITES IN THE STATE WHICH IS MADE SOLELY TO ACCREDITED
INVESTORS, AS THAT TERM IS DEFINED IN RULE 501 OF SEC REGULATION D,
PROMULGATED UNDER THE SECURITIES AND EXCHANGE ACT OF 1933
PROSPECTIVE INVESTORS ARE ADVISED THAT THE COMPANY WILL BE RELYING ON
THE REPRESENTATIONS MADE BY EACH INVESTOR IN THEIR SUBSCRIPTION
AGREEMENT AND PURCHASER QUESTIONNAIRES FOR COMPLIANCE WITH BOTH
THE FEDERAL AND STATE SECURITIES LAWS. PROSPECTIVE INVESTORS ARE
FURTHER ADVISED THAT §203(t) DOES NOT PROVIDE INVESTORS WITH THE NON-
RECOURSE WITHDRAWAL PROVISION FOUND IN §203(d) & (p) OF THE PENNSYLVANIA
SECURITIES ACT. ACCORDINGLY, PRSPECTIVE INVESTORS SUBMITTING EXECUTED
SUBSCRIPTION AGREEMENTS WHICH HAVE BEEN ACCEPTED BY THE COMPANY
WILL BE BOUND BY THE TERMS OF SUCH AGREEMENT AS OF THE DATE ACCEPTED,
UNLESS OTHER WITHDRAWAL PROVISIONS ARE PROVIDED FOR IN THE COMPNAY’S
AGREEMENT
FOR TEXAS RESIDENTS
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
TEXAS SECURITIES ACT OF 1957 AND MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO A REGISTRATION THEREUNDER
OF AN EXEMPTION THEREFROM.
INVESTOR SUITABILITY STANDARDS
THE ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER BY
THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) IMPOSE LIMITATIONS
ON THE PERSONS WHO MAY PARTICIPATE IN THIS OFFERING AND FROM
WHOM SUBSCRIPTIONS MAY BE ACCEPTED. ACCORDINGLY, THIS OFFERING
AND THE SALE OF THE INTERESTS ARE LIMITED TO PERSONS WHO ARE
“ACCREDITED INVESTORS” AS THAT TERM IS DEFINED IN RULE 501 OF
REGULATION D PROMULGATED UNDER THE ACT. A PERSON WHO IS AN
ACCREDITED INVESTOR MAY SUBSCRIBE FOR INTERESTS BY (1) EXECUTING THE
SUBSCRIPTION AGREEMENT AND PURCHASER QUESTIONNAIRE ATTACHED TO
THIS MEMORANDUM UNDER THE CAPTION “APPENDICES” AND (2) DELIVERING
SUCH DOCUMENTS TO THE COMPANY ALONG WITH THE SUBSCRIPTION
PAYMENTS FOR THE INTERESTS PURCHASED.

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AN ACCREDITED INVESTOR IS ANY PERSON OR ENTITY REASONABLY
DESCRIBED IN ANY OF THE
FOLLOWING
CATEGORIES
OR, WHO
THE PARTNERSHIP REASONABLY BELIEVES, IN RELIANCE ON
REPRESENTATIONS MADE BY THE INVESTOR IN THE SUBSCRIPTION
AGREEMENT AND PURCHASER QUESTIONNAIRE, IS REASONABLY DESCRIBED IN
ANY OF THE FOLLOWING CATEGORIES AT THE TIME OF THE SALE OF THE
SECURITIES TO THAT PERSON:

A. A BANK OR SAVINGS AND LOAN ASSOCIATION, AS DEFINED IN
THE SECURITIES ACT, WHETHER ACTING IN ITS INDIVIDUAL OR
FIDUCIARY CAPACITY.

B.
A BROKER OR DEALER REGISTERED PURSUANT TO THE
SECURITIES AND EXCHANGE ACT OF 1934.

C.
AN INSURANCE COMPANY, AS DEFINED IN THE SECURITIES ACT.

D. AN INVESTMENT COMPANY REGISTERED UNDER THE
INVESTMENT COMPANY ACT OF 1940.

E. A
BUSINESS
DEVELOPMENT COMPANY,
AS

DEFINED IN
THE INVESTMENT COMPANY ACT OF
1940.

F.
A SMALL BUSINESS INVESTMENT COMPANY LICENSED BY THE
U.S. SMALL BUSINESS ADMINISTRATION.

G.
A PLAN ESTABLISHED AND MAINTAINED BY A STATE, ITS
POLITICAL SUBDIVISIONS, OR AN AGENCY OR INSTRUMENTALITY OF
A STATE OR ITS POLITICAL SUBDIVISIONS FOR THE BENEFIT OF ITS
EMPLOYEES, IF SUCH
PLAN HAS TOTAL ASSETS IN EXCESS OF
FIVE MILLION ($5,000,000.00) DOLLARS (USD).

H. AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF TITLE I
OF THE EMPLOYMENT RETIREMENT INCOME SECURITY ACT OF 1974
(ERISA), IF THE INVESTMENT DECISION WITH RESPECT TO THIS
INVESTMENT IS MADE BY A PLAN FIDUCIARY AS DEFINED IN ERISA,
WHICH IS EITHER A BANK, INSURANCE COMPANY, OR REGISTERED
INVESTMENT ADVISOR, OR IF THE EMPLOYEE BENEFIT PLAN HAS
TOTAL ASSETS IN EXCESS OF FIVE MILLION ($5,000,000.00) DOLLARS.

I.
A PRIVATE BUSINESS DEVELOPMENT COMPANY, AS DEFINED IN
THE INVESTMENT ADVISORS ACT OF 1940.

J.
A TAX EXEMPT ORGANIZATION DEFINED IN SECTION 501(C)(3)
OF THE INTERNAL REVENUE CODE, OR A CORPORATION,
MASSACHUSETTS OR SIMILAR BUSINESS TRUST, OR PARTNERSHIP,
NOT FORMED FOR THE SPECIFIC PURPOSE OF ACQUIRING THE
INTERESTS, WITH TOTAL ASSETS IN EXCESS OF FIVE MILLION
($5,000,000.00) DOLLARS.

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K.
A DIRECTOR OR OFFICER OF THE COMPANY.

L.
A NATURAL PERSON WHO’S INDIVIDUAL NET WORTH (OR JOINT
NET WORTH WITH THAT PERSON’S SPOUSE) EXCEEDS ONE
MILLION ($1,000,000.00) DOLLARS.

M.
A NATURAL PERSON WHO HAD AN INDIVIDUAL INCOME IN
EXCESS OF $200,000 IN EACH OF THE TWO MOST RECENT YEARS
AND WHO REASONABLY EXPECTS AN INCOME IN EXCESS OF
$200,000 IN THE CURRENT YEAR.

N. A
TRUST,
WITH TOTAL
ASSETS IN
EXCESS

OF
FIVEMILLION ($5,000,000.00) DOLLARS, NOT FORMED FOR
THE SPECIFIC PURPOSE OF ACQUIRING THE SECURITIES OFFERED,

WHOSE PURCHASE
IS DIRECTED BY A SOPHISTICATED
PERSON AS DESCRIBED IN RULE 506(b)(2)(II) UNDER THE SECURITIES
ACT.

O. AN ENTITY ALL THE EQUITY OWNERS OF WHICH MAY
RESPOND AFFIRMATIVELY TO ANY OF THE PRECEDING PARAGRAPHS.

FORWARD-LOOKING STATEMENTS
CERTAIN STATEMENTS IN THIS MEMORANDUM INCLUDING BUT NOT LIMITED TO
STATEMENTS, ESTIMATES AND PROJECTIONS OF FUTURE TRENDS AND OF THE
ANTICIPATED FUTURE PERFORMANCE OF THE COMPANY CONSTITUTE “FORWARD-
LOOKING STATEMENTS”.
SUCH FORWARD-LOOKING STATEMENTS INVOLVE
KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER IMPORTANT FACTORS
THAT COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF
THE COMPANY, OR INDUSTRY RESULTS, TO DIFFER MATERIALLY FROM ANY
FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENT IMPLIED BY SUCH FORWARD-
LOOKING STATEMENTS.
STATEMENTS IN THIS MEMORANDUM THAT ARE FORWARD-LOOKING, INVOLVE
NUMEROUS RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM EXPECTED RESULTS AND ARE BASED ON THE
COMPANY’S CURRENT BELIEFS AND ASSUMPTIONS REGARDING A LARGE NUMBER OF
FACTORS AFFECTING ITS BUSINESS. ACTUAL RESULTS MAY DIFFER MATERIALLY
FROM EXPECTED RESULTS. THERE CAN BE NO ASSURANCE THAT (I) THE COMPANY
HAS CORRECTLY MEASURED OR IDENTIFIED ALL OF THE FACTORS AFFECTING ITS
BUSINESS OR THE EXTENT OF THEIR LIKELY IMPACT, (II) THE PUBLICLY
AVAILABLE INFORMATION WITH RESPECT TO THESE FACTORS ON WHICH THE
COMPANY’S ANALYSIS IS BASED OR COMPLETE OR ACCURATE, (III) THE
COMPANY’S ANALYSIS IS CORRECT OR (IV) THE COMPANY’S STRATEGY, WHICH
IS BASED IN PART ON THIS ANALYSIS, WILL BE SUCCESSFUL.

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NASAA UNIFORM LEGEND
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY UPON THEIR OWN
EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE
TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.
THE
INTERESTS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
SECURITIES COMMISSION OR REGULATOR Y AUTHOR ITY. FURTHERMORE,
THE FOREGOING AUTHORITIES
HAVE NOT CONFIRMED THE ACCURACY OR
DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE. THE INTERESTS ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD, EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION
THEREUNDER OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT
THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THE INVESTMENT FOR
AN INDEFINITE PERIOD OF TIME.
NOTICE REGARDING AGREEMENT TO ARBITRATE
THIS MEMORANDUM REQUIRES THAT ALL INVESTORS ARBITRATE ANY DISPUTE
ARISING OUT OF THEIR INVESTMENT IN THE INTERESTS. YOU FURTHER AGREE
THAT THE ARBITRATION WILL BE BINDING AND HELD IN LOS ANGELES,
CALIFORNIA. YOU AGREE THEREBY, TO WAIVE ANY RIGHTS TO A JURY TRIAL.
OUT OF STATE ARBITRATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE
SETTLEMENT FOR DISPUTES. IT MAY ALSO COST YOU MORE TO ARBITRATE A
SETTLEMENT OF A DISPUTE. IT MAY ALSO COST YOU MORE TO ARBITRATE IN
FLORIDA THAN IN YOUR HOME STATE.









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Table of Contents
OFFERING MEMORANDUM SUMMARY
11
THE COMPANY
12
OUR MISSION
12
THE VISION
12
THE MARKET OPPORTUNITY
13
THE TECHNOLOGY
14
TRU 3D™ ADVANTAGES






15
MARKET ANALYSIS






16
COMPETITIVE ANALSIS
18
THE OFFERING
19
RISK FACTORS









21
RISK FACTORS INHERENT IN THE ENTERTAINMENT INDUSTRY


28
USE OF PROCEEDS
33
CAPITALIZATION AND DESCRIPTION OF SECURITIES
34
OPERATIONS
42
MANAGEMENT AND ORGANIZATION
43
FINANCIALS
47

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