110% of Principal + 50% of Net Profits
Investors who fund up to the first $200K of this fundraise will invest in a Revenue Participation @ 120% of Principal + 50% of Net Profits.
110% of Principal + 50% of Net Profits
100% of proceeds are paid to investors pro-rata until 110% of principal investment is returned. Thereafter investors earn 50% of Net Profits. This is a custom contract, see document for details.
|1||A film franchise based on a new top-rated novel series, released by one of Amazon’s leading publishers.|
|2||A team that has worked on 23 major studio-released movies and series earning over $4 billion in revenue.|
|3||Relationships with major studios including Sony, Universal, Warner Media, Disney, Viacom/CBS/Paramount, and Lionsgate.|
|4||A company who has committed to share 25% of their profits with NCOSE, a top organization fighting human trafficking.|
I am investing in Calculated Development LLC because I believe in it. If I have kids one day and they are watching a movie and say “Dad, that movie was amazing!” I’d like to say “I invested in that movie!” My motto is if you believe in something, dive in. I believe the world deserves quality entertainment that makes you think differently and want to take action. That’s exactly what Calculated will be. Amongst a world of high quality films with no morals and low quality films that push morals, Calculated will stand out for its superb quality not only in production but in rightly highlighting one of the largest devastations of our time.
In 2010, two sub-average guys surfing the internet came across an invitation to invest in th HUNGER GAMES franchise for only $100 bucks. One guy thought, “What do I have to lose?”
Not wanting to be cheap, he turned over his mattress, broke his piggy bank and ponied up $200. The other friend was more cautious and said “Nah, I’m good. I’m saving for a PlayStation 3.”
Well, we all know how the HUNGER GAMES turned out. Guy number one was invited to premieres, had the bragging rights that he had a part in making movie history, and best of all, he got to share in the profits, while guy number two is still playing Madden right now in his basement.
Ok…that story is totally fiction. HUNGER GAMES never offered equity crowdfunding investments to the public. But the next big motion picture franchise CALCULATED is. ONEDOOR STUDIOS is now offering an invitation to invest in CALCULATED for as little as $100. That’s not fiction.
Whether you invest $100 or $100,000 each investor will receive 110% of their investment from CALCULATED’s budget, before it is produced. After Calculated begins its global distribution each investor receives their full proportional share of half the Company’s profits from the Motion Picture, globally, including from all its ancillaries-each investor on the same equal terms.
Audacious rewards are triggered by your investment amount, from e-book, paperback and audiobook copies of Calculated, invitations to a premiere, your name in the credits, meeting the cast, to having a benefit premiere for your favorite charity are all on the list.
Receive a pre-release E-BOOK copy of CALCULATED's novel now before it's publication February 11, 2021! And see your name in the movie's end credits!
Receive a pre-release PAPERBACK copy of CALCULATED's novel, plus get your photo included on ONEDOOR STUDIOS' mosaic in the movie credits. Plus previous perks.
Receive a hand-signed photo of the lead cast. Plus previous perks.
Receive an invitation to be guests of the producers on set for a day in
Seattle or Shanghai (travel not included). Plus previous perks.
Receive an invitation to be an extra cast member in
Seattle or Shanghai (travel not included). Plus previous perks.
The first 50 investors receive invitations for two to CALCULATED's Cast and Crew Screening. Plus previous perks.
Receive Associate Producer credit on CALCULATED, which includes providing your notes to the producers on the script's final draft, and a personal Zoom meeting with the production team. Plus previous perks.
Receive Executive Producer credit on CALCULATED, a dinner with the producers in Los Angeles, and spend a day on set in Seattle or Shanghai during production(including travel). Plus previous perks.
Calculated’s powerful novel series on which the CALCULATED film franchise is based is a present-day action-adventure thriller.
Josephine Rivers is a calculating prodigy with a nearly supernatural ability to look at the world through a purely mathematical lens, even at times predicting the future. After a betrayal by her own family when she’s only 15, she’s kidnapped and taken to China by the sinister Maxima, known as “Madame,” who forces her to use her gift to increase her fortune. This marks the beginning of our hero’s arduous journey, which sees her moved around Shanghai’s criminal underground as others exploit her gift. Her only close company is older captive Hong Rui, nicknamed “Red,” whose wisdom and support change how she views her own power and teaches her what she needs to survive. Now she’s 17 and working for a wealthy man whose captivating son Kai starts to chip away at her emotional defenses. She has the fate of the world in her hands, thanks to her unique gifts, but she also craves vengeance against those who’ve wronged her. Can she save the world from a financial collapse and also bring her enemies down? And can she trust Kai enough to let him into her heart?
“An intense and wonderfully complex thriller that kept me on the edge of my seat and turning pages!”
- Jessica Day George, NYT bestselling author of SILVER IN THE BLOOD and the TWELVE DANCING PRINCESSES series
“Calculated is smart with plenty of page-turning action and a brave heroine who is deeply relatable. The timely subject matter is heart-wrenching even as it inspires us to use our gifts to make a difference in the world. Twisty and original, this story will keep readers guessing and hoping to its pulse-pounding end!”
– Lorie Langdon, best-selling author of DOON and OLIVIA TWIST
Calculated’s first novel will be released February 11, 2021 through Wolfpack, one of the most successful Amazon-focused publishers. They are premiering Calculated as the first young adult book of their WiseWolf imprint.
ONEDOOR STUDIOS had an exclusive interview with producer, director, actor David Norona, who is attached to our film for the role of the father of our protagonist.
Our business plan is a highly sophisticated proven method for securing major Hollywood players. Over the past 30 plus years we have provided business, funding and distribution services for 19 studio released motion pictures. We have build up strong relationships with leaders in the entertainment film insurance and banking industry. We enlist the work of A-list screenwriters, directors and actors. Plus, we engage licenses with the world’s leading distributors who connect us to the global market of movie and series binge-watchers, now numbering over 4 Billion. This is your opportunity to be part of a global phenomenon.
It's very possible this may be the first raise on an equity crowdfunding platform to open up to the general public the opportunity to invest in the development fund for a major studio released, insured, bank financed, globally distributed motion picture franchise.
You are invited to share in providing Calculated’s $2 million development funding. A bank’s entertainment department will provide Calculated’s estimated $45 million production budget.
This structure provides you 110% to 120% of your investment (depending on whether you invest during the Early Bird window) from Calculated’s production financing BEFORE it begins production.
In addition, you will receive your proportional share of 50% of all Calculated Development’s global earnings from every source. To give you an idea of this return, consider that our projected earnings are projected to be comparable to those of THE HUNGER GAMES and THE DIVERGENT SERIES franchises.
ALL OF THESE TIMES AND AMOUNTS ARE FORECASTS. IT IS NOT POSSIBLE TO GUARANTEE THAT THESE ARE ACCURATE OR INDEED WILL EVER OCCUR.
JOHN J. LEE, JR.
CHAIRMAN, ONEDOOR STUDIOS
John has provided development and financing planning and execution in every aspect for dozens of motion pictures, television network series and specials, with combined production costs of over $470 million and global rights earnings exceeding $4 billion.
Here are some of the dozens of films John Lee has worked on. These are motion pictures you have heard of before, like The Terminator, Crouching Tiger Hidden Dragon, and The Nutty Professor.
John Lee has provided business, global distribution and financing for motion pictures released through Universal, Paramount, Sony, Disney, Warner Bros., HBO and many others.
The founders have committed 25% of their profits from Calculated to the National Center on Sexual Exploitation (NCOSE) to empower them in their fight against human trafficking. They just made some of the strongest headway in history with the recent New York Times article exposing child trafficking.
We invite you to invest in a piece of this history-making experience for as little as $100. Turn over those mattresses, break those piggy banks, pony up and change the path of your future by investing in what could be the next great movie and streaming franchise. You can put off getting your PlayStation until next year.
the Calculated Movie has financial statements ending November 23 2020. Our cash in hand is $0, as of December 2020. Over the three months prior, revenues averaged $0/month, cost of goods sold has averaged $0/month, and operational expenses have averaged $0/month.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Calculated Development LLC (below "CDL") is OneDoor Studios LLC's (below “1DS”) just formed, wholly owned single purpose entity. As you are considering becoming a profits participant in this new company, we recommend you read the following discussion and analysis about it.
1DS uses the common practice among producers of motion pictures for studio-level release, to form a single purpose entity ("SPE") company to individually develop each of its motion pictures. By doing this, each project is protected from potential liability from other 1DS projects. This also simplifies audits of CDL by its profit participants.
CDL is 1DS's shiny new SPE for the CALCULATED motion picture franchise.
Though CDL's development is now directed by 1DS experienced creative, business and finance team, and though CDL now owns what appears a highly valuable asset, which the company believes has significant earnings potential, and though CDL has no debt, because it is new it also has no operating or financial history.
CDL's financial statements are included in this offering, yet they have no positive or negative history to inform investment.
Further, some of CDL's information contained in this offering includes information from its greenlight, which is CDL's feasibility study. This information provides some of 1DS's team strategy, business plans, use of CDL's invested funds and CALCULATED's projections with forward-looking statements that involve risks and uncertainties.
We invite you to review the "Risk Factors" section for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forecasts contained in this section and throughout this Offering.
After providing finance, business, distribution and/or creative services for 25 features and television episodes, with combined production costs of approximately $470 million, and global rights earnings exceeding $4 billion, this team began operating 1DS as of 7/18/18. 1DS provides creative and business services to production company clients, while also acquiring story assets to develop and produce their own mainstream-audience motion pictures and series for global studios, distributors and streaming networks.
Each project picked up by 1DS is driven by a global-audience-worthy story, has break-out earnings potential, and its greenlight demonstrates its ability to return profits from all global sources that could total at least twice its production cost: a minimum 2 to 1 earnings-to-cost ratio.
This Offering is for 1DS’s premiere motion picture franchise, CALCULATED, that was placed into CDL, its wholly owned, single purpose development entity for full creative, distribution and production finance development.
Why develop and produce CALCULATED first? It is based on an extraordinarily high reader-rated and critic-reviewed Young Adult action-adventure novel series. It features a young woman hero, its global story takes place primarily in Shanghai and America’s Pacific Northwest. This book series has the potential to become the next big global Young Adult franchise in the tradition of DIVERGENT and HUNGER GAMES. The first book is currently in critic reader review. It premieres to readers February 11, 2021. The next two books release within nine months of one another, so all three books should be released before CALCULATED’S first motion picture premiers.
1DS’s objective is to release projects with the script integrity and consistent audience satisfaction of Pixar, and with the world-class production quality of production companies such as TSG Entertainment, Bad Robot, and Imagine Entertainment.
In 5 years, 1DS aims to have released six global blockbuster motion pictures and series that enthralls audiences and enriches their investors. 1DS aims to empower itself and each of its project’s individual companies to mutually support and optimize the performance and negotiating power of one another. These projections cannot be guaranteed.
Meeting or exceeding these objectives is the most beneficial surety of 1DS, CDL and its other SPE’s successes.
Based entirely on CDL's lack of operating history, one cannot estimate how much revenue CDL will earn in the future, or if it will have any earnings.
Considering 1DS’s operating team’s motion picture greenlighting and forecasting experience and its final forecasts relying on major global distributor estimates, their actual licensing and distribution commitments before each project’s production—together these at least render CDL’s forecasts worthy reference points.
CDL’s deal structure should also be considered in this section, as it substantially sets it apart from other offerings, especially motion picture offerings. Should CDL successfully completing its CALCULATED'S development it will return 110% of each investor’s investment from CALCLATED's production bank financing. Completing CALCULATED’s development is NOT guaranteed. However, it is far more predictable than relying entirely a project’s marketplace success.
Given the pandemic's radical changes in the global marketplace, ever speedier advances in technology and increases in media consumption around the globe, all of which defy prediction, the best forecasts should not be relied upon. However, since 2015 each of these phenomena have significantly increased the value and predictable positive future of content made for motion picture and streaming studios.
1983 Marked the first motion picture project in which a member of CDL’s team developed it to the point of securing its distribution for production funding before the picture was produced.
7/18/18 Eighteen additional motion picture projects later, OneDoor Studios was formed to provide these services for other production companies and chiefly to acquire, develop, produce and globally distribute its own motion picture projects with extraordinarily high audience pleasing and earning potential.
9/4/18 1DS Successfully optioned the motion picture and related media rights of the Calculated book series.
8/15/20 Calculated set its publishing deal with WolfPack Publishing, one of Amazon’s most successful book publishers.
11/23/20 1DS formed Calculated Development LLC to fully develop the first motion picture of its franchise and be the partner of each future franchise project.
12/15/20 Calculated Development LLC is slated to launch on WeFunder.
Future projected milestones (not guaranteed)
1/18/21 New SEC crowdfunding rules begin allowing CDL to raise its funding cap to $2 million.
2/11/21 CDL’s initial funding round is targeted to be completed.
2/11/21 CALCULATED’s first book premiers on Amazon and bookstores around the world.
11/11/21 CALCULATED’s second book in the series is released.
8/11/22 CALCULATED’s third book in the series is released.
2/23 CALCULATED development is forecasted - to be completed and investors receive 110% to 120% of their investment.
4/24 CALCULATED’s motion picture is projected to be released.
10/24 CDL Investors should receive their first earnings report and their proportional 50% share of all CDL global profits.
Historical Results of Operations
11/23/20 CDL was organized, had no historical earned income or expenses as of the date of its founding. CDL is expecting cash inflow projected for February 2023 from its project’s production loan, sufficient to return each of its investor’s 110% to 120% of their investment. It is forecasted to begin its earned income in October 2024 with each investor’s profits statement and share, to continue long-term thereafter.
11/23/20 CDL’s CALCULATED motion picture and media assets value at its time of organization, at book value, rather than estimated sale value were $62,325.
11/23/20 short-term Liabilities at the time of the financial review were $800.
Liquidity & Capital Resources
11/23/20 The company had no liquidity, no bank account and was fully business housed and directed in every business regard within 1DS’s care and keeping. Its funds were and will be kept on account at WeFunder until such time as there are sufficient funds raised that both exceed the WeFunder minimum requirement and are sufficient to begin CALCULATED’S development.
Forecasted February 2021: After the conclusion of this Offering, should CDL attain its minimum funding target, it will have its own bank account, receive invested funds into it and operate with its own unique team. CDL plans to use the WeFunder investment proceeds as set forth in this offering’s Form C under "Use of Funds".
Forecasted February 2023: CALCULATED’s development is projected to be completed, which includes engaging its bank in providing production funds. If this is accomplished, CDL will receive at least $2.3 million in full recovery of its advanced production expenses and a development fee. From this amount, investors will be paid between 110% and 120% of their investment. (Those who invest in the “Early Bird” window of the first $200,000 raised receive an additional 10% interest, totaling 120%).
When the picture goes into production, CDL’s work is mostly concluded with the exception chiefly of some oversight, record keeping, reporting and distributing investor returns. Its overhead is light, well-below its retained operating capital. No additional investment is needed until CALCULATED’s release, which will bring its first income from the motion picture.
Forecasted April 2024: CALCULATED’s motion picture is released, CDL’s revenue share from exhibitors, streaming services and other sources will be paid directly to distributors, who in turn will largely pay CDL’s global collectors, who will account and then report and remit to CDL.
Forecasted October 2024 CDL Investors should receive their first proportional share of 50% of all CDL global profits and continue to do so thereafter. CDL’s profits share should be more than sufficient for CDL to continue operating its very low overhead operation. CDL intends to also receive income and profits to share with its investors from future motion pictures from the CALCULATED franchise.
CDL expects to have no future requirement for additional financing.
Except as otherwise described in this offering’s Form C, CDL has no additional sources of investment capital other than the proceeds from this WeFunder offering. Though CDL’s management are experienced in motion picture development, especially attaching collateral and using bank financing to secure its needed production funding, because of the complexities and uncertainties in establishing every new business, it is not possible to adequately project whether the proceeds of this offering will be sufficient to enable CDL to fulfill CALCULATED’s development within the time or budget they have planned. Nor indeed whether or not they will complete it at all. This complexity and uncertainty will be increased if less than the maximum amount of investment offered in this offering is raised. Should CDL fail to raise the total amount needed, it will seek the additional amount needed from a further WeFunder raise, or from investors outside of WeFunder, or by co-developing Calculated with another development company. Although investment capital is available for early-stage companies, there is no guarantee that CDL will receive any investments.
As set forward in this Offering’s Use of Funds, most (over half) of CDL’s invested capital is reserved for attaching CALCULATED’s studio approved director and lead cast. This expenditure comes at the end (typically the final eight weeks) of its projected two-year development cycle. Consequently, if additional funds are needed to be raised, CDL will have most of the two years to raise them.
Runway & Short/Mid Term Expenses
CDL is a clean, new company, seeded with CALCULATED’S powerful asset. Consequently, its cash in hand is $0, as of December 2020. Over the last three months, revenues have averaged $0/month, cost of goods sold has averaged $0/month, and operational expenses have averaged $0/month, for an average burn rate of $0 per month. CDL’s only product will be its developed CALCULATED motion picture, which is forecast to be complete within 24 months. At that time, it will have a single cash transaction. It is not expected to have income from earned revenue of consequence until the motion picture is released about 14 months after it begins production. Following its release, CDL expects a regular cash flow as its asset earns from new and renewed global licenses.
CDL was newly formed November 20, 2020 (officially in the state of Utah on November 23, 2020), specifically to develop the CALCULATED motion picture franchise. It is wholly owned by 1DS. For this reason, the financials for this new entity show how new it is. CDL has received from 1DS the motion picture, streaming and other media rights for the young adult book series CALCULATED. During 2020, 1DS began CALCULATED'S pre-development, including preparing for its WeFunder raise for its full $2 million development funding. Even a small portion of these funds will immediately commence its scripting, as well as global distributor, bond, bank and other relationship engagements mandatory to set-up this project's bank-provided production funding. This bank-provided funding is what provides investors' more than investment recovery before production, without which they will not receive it. Then comes CALCULATED'S production, distribution and the company's 50/50 net profits sharing with Investors. These are projected activities; they are subject to our best efforts and cannot be guaranteed that they will be fulfilled.
CDL forecasts raising CALCULATED’s full $2 Million development costs through investors on WeFunder. Through most of the two development years an estimate $700,000 will be spent on screenwriters, legal and related expenses. Just prior to CDL’s pre-set production bank loan engagement, CALCULATED’s studio-approved director and cast attachment fees will be released, in amounts representing 10% of these talents’ full fees. These talent-holding-fees should not exceed $1.3 million.
The company's chief income sources are from CALCULATED's theatrical, streaming and other ancillary income sources.
We depend on outside entertainment talent providers, who may or may not have yet been engaged by us, and who generally will not be officers or employees of the Company. Though we maintain relationships with a broad array of industry veterans, the loss of any independent talent providers, particularly members of the development team, could adversely affect our ability to conduct our operations and realize our projections.
The Company was only recently formed, so has limited operating history that prospective investors can use to evaluate our performance. Though our executives have previously developed other film and television projects, each project is unique and their past performance is not necessarily indicative of future results for different projects. Moreover, the lack of a “track record” in the entertainment industry for the Company itself could pose additional obstacles to our business.
Our financial success is dependent on a number of factors both within and beyond our control. The market appeal and profitability of each of our film projects depends upon the creation of compelling campaigns, the purchase of adequate advertising saturation, the execution of social media campaigns and acceptance by audiences and critics, all of which require skills and none of which can be delivered with certainty. Only a small percentage of film and television projects are ever distributed, and even those projects which are distributed are not always profitable. Any project that we develop, whether alone or in conjunction with the other projects, may not generate sufficient revenues from its distribution and other exploitation to generate a profit or repay development expenses. It is possible we could incur significant development and operating costs with respect to a project without ever reaching a sale and/or distribution agreement for that project.
Our operations substantially depend upon the skill, judgment and expertise of our small management team. In the event of the death, disability, or departure of one of our key personnel, our business could be adversely affected. Our executives will devote such time and effort as they deem necessary for the efficient conduct of our business; however, they may be involved with other entertainment production activities from time to time and may not devote all of their time to the business of the Company.
Risk is inherent in all investing. No guarantee or representation is made that our business will be successful and there is no assurance that we will be able to realize any revenue. All business conducted by the Company risks the loss of capital. As is true of any investment, there is a risk that an investment in the Company will be lost in whole or part.
The film and television industry is complex, dynamic and highly competitive. Negotiating with major motion picture directors and performing talent is a sophisticated process. Obtaining a position for a film project on the theatrical, streaming and/or television network distributor release schedules in a “major territory” is logistically challenging and involves competition with many other projects. Negotiating production-incentive relationships, brand relationships, ancillary rights, international licensing and pre-sales of a film project, qualifying a project for production completion bonds, and “banking” a project’s respective licenses and contracts are complex processes that are unpredictable and highly reliant on the expertise and personal relationships of the our key personnel.
Motion picture, streaming and television content development, production and distribution are highly competitive. Our primary market competitors are “major” film studios, numerous independent motion picture, streaming and television production companies, television networks and subscription-based television services, all which will compete with us for the acquisition of literary properties, the services of writers, performing artists, directors, producers and other creative and technical personnel, and production financing. Many of these competitors have significantly greater financial and other resources than the Company. For any of our film projects, it is possible that the unique writing, acting or directing talent necessary for such project may be unavailable or that we may be unable to successfully negotiate for the services of such personnel.
Our success in achieving our objectives depends on the value of other entertainment media that is comparable to our film projects (primarily theatrically-released films, streaming video and home media, and cable and network television) in the U.S. and major international territories. If the value of comparable entertainment media decreases relative to current market values, we may not be profitable. Compounding this risk, in order for one of our film projects to generate income, it must obtain production financing, which is generally secured by production incentive programs, brand relationships, pre-sold ancillary and theatrical licensing agreements and the value of unsold international territories. Decreases in the market value of these items may raise the cost of such financing or even preclude us from obtaining such funding, in which case we may not be profitable.
Other, larger film and television development and production companies are able to partially reduce their risk of incurring operating losses by simultaneously developing numerous projects that span multiple genres, audiences, markets and platforms. We only have the rights to, and currently only intend to develop, six film projects. This concentration makes us more susceptible overall to the risk of loss if a particular project is unsuccessful. In order to be profitable, we believe that we must successfully develop at least two of our six projects.
The development and production of film and television projects can take several years or more. A significant amount of time may elapse between the expenditure of funds by the Company in development of our projects and the receipt of revenue from their distribution. Other investment opportunities may offer greater returns after discounting for time. The likelihood of experiencing other risks described herein could increase the longer it takes to develop our projects.
We may require additional financing, beyond the amounts raised in this offering, to complete development of our film projects. There can be no assurance that such additional financing, if required, will be available to us.
We may seek debt financing to manage our cash flow or accelerate the development of one or more of our projects. If such debt is secured by rights to a film project and we are unable to meet our obligations under the financing arrangements, the secured party may be able to foreclose on its rights to that project or we may be forced to dispose of the project prematurely. These occurrences could force us to record substantial losses.
We intend to sell our developed projects to production companies, which depends upon our ability to obtain the financing necessary for the production companies to purchase our developed projects. Moreover, our share of future income from the exploitation of each of our projects may vary substantially from our projections. While we believe such estimates and projections are reasonable, no assurance can be given that we will succeed in obtaining the projected results, and there is no guarantee that, even if produced, a film project will ultimately generate any net profits.
The commercial success of a film project depends on obtaining a distribution agreement with a distributor for that project. Distributors considering such an arrangement will conduct their own internal “greenlight” study of the project, and there is no guarantee distributors will concur with the our own determinations regarding estimates, projections, outlook, etc. for our projects.
The commercial success of any film project depends on the relative quality and market acceptance of other competing media content released at or near the same time, the availability of alternative forms of entertainment and leisure activities, general economic conditions at the time and other tangible and intangible factors, all of which are subject to change and generally cannot be predicted in advance.
We may incur major losses in the event of certain macroeconomic or other extraordinary events, which may affect markets and consumer behavior in ways that are unexpected, unprecedented or inconsistent with historical trends or results.
Neither this offering nor the units being offered have been registered under the securities laws of the United States or the laws of any state or foreign jurisdiction, and no government agency or regulator has recommended or approved any investment in the units.
All management authority of the Company is vested in our officers, who are appointed by our management directors and act in accordance with their strategic guidance and decision-making. Both before and after the conclusion of this offering, the sole holder of our units is One Door Studios, LLC, the managers of which are also the officers and directors of the Company.
We have indemnified our officers and directors, to the fullest extent permitted by law, from liability for actions (and omissions) taken (or not taken) in good faith and reasonably believed to be in the best interest of the Company. Thus, investors may have a more limited right of action than they would have had in the absence of such indemnification agreements and, if successful, damages may ultimately be paid by the Company itself.
With limited exceptions, an investor may not sell, transfer, assign, pledge or otherwise dispose of or encumber any of the units purchased in this offering, or any right or interest therein, whether voluntarily or by operation of law or by gift or otherwise, without the consent of the Company. The units sold in this offering are subject to a minimum one-year holding period under federal securities law. The units are also subject to a “right of first refusal” in favor of the Company, which could have the effect of suppressing their market price. There is no secondary market for the units sold in this offering, and none is expected to develop. Thus, investors will not be able to liquidate their investment in the event of an emergency or for any other reason or rely on their units as collateral for a loan and must be prepared to bear the risk of their investment for an indefinite period of time.
The investment agreement that investors must sign to purchase units in this offering requires that disputes be submitted to binding arbitration and that investors waive their rights to a jury trial and to participate in a class action. These provisions could result in less favorable outcomes to a plaintiff-investor involved any such action.
Our future success depends on the efforts of a small management team. The loss of services of the members of the management team may have an adverse effect on the company. There can be no assurance that we will be successful in attracting and retaining other personnel we require to successfully grow our business.
Though the global pandemic of COVID 19 continues to present the film industry with serious and tangible challenges, IT SHOULD HAVE LITTLE OR NO ADVERSE AFFECT ON CALCULATED’S DEVELOPMENT. It is possible that another outbreak could slow or stop the production of CALCULATED for unknown periods of time. This may adversely affect the producing team’s ability to complete the production. Likewise, a theatrical release may not be possible given the potential global shut down of theaters were there another outbreak.
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