SÉANCE Film

Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this offering. Some of the information contained in this discussion and analysis, including information regarding the strategy and plans for our business, includes forward-looking statements that involve risks and uncertainties. You should 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 forward-looking statements contained in the following discussion and analysis.

Overview

Back the female-led team of SÉANCE — a nuanced Gothic thriller about grief, adultery, and ghosts!

SEANCE allows us to build on the model of low-budget, high-quality filmmaking we established with our first feature, while moving into the genre space and setting our investors up to benefit from a marketplace that is hungry for well-made horror films.

We are a film production company making a Victorian Gothic horror thriller feature film that explores infidelity, regret, and what makes a marriage successful — or dooms it to failure.

We intend for the film to be completed and have enjoyed a successful run at major festivals such as Sundance, Tribeca, and South by Southwest, have sold to a major indie film distributor for first-run theatrical release, and ultimately have sold to a digital and streaming platform such as Netflix, Amazon, or Hulu, with our investors earning profits from all distribution channels, although this cannot be guaranteed.

Milestones

Hazel's Ghost LLC was incorporated in the State of California in November 2021.

Since then, we have:

• SÉANCE has already completed principal photography
• Director/Writer Vivian Kerr has pitched at HBO, HBOMax, Element Pictures, Tornante, Fabel Entertainment, and others
• As award-winning alumni of 50+ film festivals, we have strong relationships within the industry
• You want to support an all-female directing, writing, and producing team, and elevate female voices
• Director/Writer Vivian Kerr has been a professional actor for 15+ years, with extensive TV credits
• You love thoughtful psychological horror films in the vein of THE OTHERS, THE INNOCENTS, and GASLIGHT
• Vivian Kerr’s scripts have placed Top 10 in Final Draft's Big Break, and Second-Round in both Sundance & Austin

The Company is subject to risks and uncertainties common to early-stage companies. Given the Company’s limited operating history, the Company cannot reliably estimate how much revenue it will receive in the future.

Historical Results of Operations

Our company was organized in November 2021 and has limited operations upon which prospective investors may base an evaluation of its performance.

• Revenues & Gross Margin. For the period ended December 31, 2022, the Company had revenues of $0 compared to the year ended December 31, 2021, when the Company had revenues of $0.
• Assets. As of December 31, 2022, the Company had total assets of $520,877, including $8,828 in cash. As of December 31, 2021, the Company had $0 in total assets, including $0 in cash.
• Net Loss. The Company has had net losses of $2,500 and net income of $0 for the fiscal years ended December 31, 2022 and December 31, 2021, respectively.
• Liabilities. The Company's liabilities totaled $40,931 for the fiscal year ended December 31, 2022 and $0 for the fiscal year ended December 31, 2021.

Related Party Transaction

Refer to Question 26 of this Form C for disclosure of all related party transactions.

Liquidity & Capital Resources

To-date, the company has been financed with $574,050 in debt.

After the conclusion of this Offering, should we hit our minimum funding target, our projected runway is 18 months before we need to raise further capital.

We plan to use the proceeds as set forth in this Form C under "Use of Funds". We don’t have any other sources of capital in the immediate future.

We will likely require additional financing in excess of the proceeds from the Offering in order to perform operations over the lifetime of the Company. We plan to raise capital in 6 months. Except as otherwise described in this Form C, we do not have additional sources of capital other than the proceeds from the offering. Because of the complexities and uncertainties in establishing a new business strategy, it is not possible to adequately project whether the proceeds of this offering will be sufficient to enable us to implement our strategy. This complexity and uncertainty will be increased if less than the maximum amount of securities offered in this offering is sold. The Company intends to raise additional capital in the future from investors. Although capital may be available for early-stage companies, there is no guarantee that the Company will receive any investments from investors.

Runway & Short/Mid Term Expenses

Hazel's Ghost LLC cash in hand is $28,685.12, as of February 2023. Over the last three months, revenues have averaged $0/month, cost of goods sold has averaged $0/month, and operational expenses have averaged $111,414/month, for an average burn rate of $0 per month. Our intent is to be profitable in 24 months.

There have been no significant changes or trends in financials since December 2022. Money was spent on wrapping up production / principal photography expenses and moving towards post-production. Our expenses have dropped significantly since we have finished production.

We do not expect to be revenue-generating in the next 3-6 months. During that time, we will be working on post-production on the film. We expect to raise approximately $200,000 on Wefunder in the next 6 months, which we will use towards finishing post-production, submitting the film to film festivals, and beginning the PR/marketing stage of the film. 

We expect the film to be completed in Fall/Winter of 2023 and ready to be sold in early 2024. We expect to see revenue in late 2024. We expect the initial revenue to be part of a MG (minimum guarantee) paid to the LLC from the distributor. That first round of money varies depending on the distributor’s offer, which is largely based on what film festival the project debuts in. A MG can run anywhere between low five-figures and mid six-figures.

The film's post-production process has been additionally financed through a personal loan from co-Manager Rachel Stander to the LLC to supplement the costs of post-production. This loan repayment has already been factored into the expected final budget of the film and will not affect its profitability. 

All projections in the above narrative are forward-looking and not guaranteed.