_____________________
Offering Price To Public | Commissions, Service Fees And Expenses (1)(3) | Proceeds to Others(2) | Proceeds to Issuer (3) | |||||||||||||
Unit Price | $ | 500 | $ | 0.00 | $ | 0 | $ | 500 | ||||||||
Minimum | $ | 500 | $ | 0.00 | $ | 0 | $ | 500 | ||||||||
Maximum | $ | 50,000,000 | $ | 0.00 | $ | 0 | $ | 50,000,000 |
(1) We do not intend to use commissioned sales agents or underwriters.
(2) No finder’s fees are being paid to any third parties from the Offering proceeds.
(3) Does not include expenses of the Offering, including costs of blue sky compliance, fees to be paid to JumpStart Securities, LLC and other offering related expenses which may include, among other things, legal fees, state and other administrative filing fees, accounting, printing, advertising, travel, marketing, blue sky or other state-level compliance and other expenses associated with establishing and maintaining escrow accounts, technological offering platforms and actual out-of-pocket expenses incurred by the Company selling the Units membership interest. The Company estimates these expenses to be approximately $160,000 in the aggregate, assuming a sale of all 100,000 Units of membership interest for an aggregate purchase price of $50,000,000. If the company engages the services of additional broker-dealers in connection with the offering, their commissions will be an additional expense of the offering. The company expects to enter into service agreements with JumpStart Securities, a member of FINRA, to provide subscription and administrative services for the offering. JumpStart Securities, LLC is not an underwriter and will not be paid underwriting fees, but will be paid service fees. Currently, there are no finder’s fees or other fees being paid to third parties from the proceeds, other than those disclosed below. See the “Plan of Distribution” for details regarding the compensation payable in connection with this offering.
This offering of membership interests (the “Units”) in Opening Night Enterprises, LLC (the “Company”) is being made on a “best efforts” basis, which means there is no guarantee that any minimum amount will be sold. The Units are being offered and sold by the Company and through JumpStart Securities, LLC (“JumpStart” or “JS”), a broker/dealer registered with the Securities and Exchange Commission (the “SEC”) and a member of the Financial Industry Regulatory Authority (“FINRA”). The Company may undertake one or more closings on a rolling basis, where, after each such closing, funds tendered by investors are disbursed to the Company and the corresponding Units are delegated to the investors whose subscriptions were accepted. This offering will commence upon its qualification by the Securities and Exchange Commission and shall terminate upon the earlier of: (1) Sale of the Offering maximum (100,000) Units; (2) one year from the date that the Offering is qualified by the Commission, unless extended unless extended by the Company in its sole discretion in accordance with applicable Commission regulations for such additional period as may be sought to sell the 100,000 Units; or (3) any earlier date upon which the Offering is terminated by the Company in its sole discretion. The funds received in exchange for Units, shall be held in an escrow account maintained by Prime Trust, LLC. All funds received by the escrow agent shall be held only in an interest bearing bank account, but no interest will be paid to the Company or investors, but will be kept by Prime Trust, LLC as part of its compensation for services provided. Upon closing under the terms as set out in this Offering Circular, funds will be immediately transferred to the Company where they will be available for use in the operations of the Company’s business in a manner consistent with the “USE OF PROCEEDS TO ISSUER” in this Offering Circular.
Although not signed at this time, the escrow agreement with Prime Trust, LLC is attached as an Exhibit hereto and will be executed between the parties thereto upon the SEC’s qualification of this offering. The execution of the escrow agreement in advance of qualification will subject the issuer to expenses which it shall be able to incur once the offering is certain to launch.
Investment in the Units is risky and should only be made by those able to bear the total loss of their investment. Prospective Investors must read and carefully consider the RISK FACTORS beginning on page 4 below.
Opening Night Enterprises – Offering Circular | 1 |
Opening Night Enterprises – Offering Circular | 2 |
SUMMARY OF THE OFFERING | 6 |
1. Company: | 6 |
2. Nature of the Units: | 6 |
3. The Offering: | 6 |
4. Company Managers: | 6 |
5. Management Rights and Duties: | 6 |
6. Business of the Company: | 6 |
7. Estimated Use of Proceeds: | 7 |
8. Limited Liability of Members: | 7 |
9. Rights of First Refusal and First Notice: | 7 |
10. Special Note Regarding Forward-Looking Statements: | 7 |
11. Prior Performance: | 7 |
12. Tax Ruling: | 7 |
RISK FACTORS | 8 |
North American Securities Administrators Association Uniform Legend | 8 |
Non-Transferability of Units | 9 |
No Assurance of Adequate Capitalization | 9 |
No Assurance of Recovery of Capital or Payment of Profits | 9 |
Uncertainty of Critical or Public Acceptance Minimized | 9 |
The Company Has No Operating History | 9 |
New Business Model | 9 |
Limited Business Purpose of Company | 9 |
Single Purpose Entities | 10 |
No resale Market of Disposition of Units | 10 |
No Assurance | 10 |
Subsidiary Rights Income Is Uncertain | 10 |
No Distribution Currently In Place | 10 |
Potential Conflict Of Interest | 10 |
Contributions to the Capital of the Limited Liability Company | 11 |
Managers Control | 11 |
Abandonment or Close of Production | 11 |
Managers' Right to Obtain and Make Loans | 11 |
Production of Musical at Minimum Capitalization Reduces Chance of Success | 11 |
Risk of Non-Contingent Best Efforts Nature of Offering and Potential for Use of Commitment Prior to Minimum Capitalization of the Company | 11 |
Contingencies Relating to Unknown Specific Financing Requirements | 12 |
No Withdrawal From Company | 12 |
Offering Price of the Units Arbitrarily Determined | 12 |
Long Term Project | 12 |
Commercial Success Not Certain | 12 |
The Company Faces Significant Competition | 13 |
Potential Legal Challenges | 13 |
Federal Income Tax Consequences | 13 |
Risks Relating to Arbitration and Exclusive Forum Provisions in Subscription Agreement and Operating Agreement | 14 |
Investment in Initial Season Only | 15 |
Contingencies Related to Inability to Finance All Six Musical Productions | 15 |
Unknown Contingencies Resulting From COVID-19 Related Pandemic Fallout | 15 |
Opening Night Enterprises – Offering Circular | 3 |
DILUTION | 16 |
Initial Immediate Dilution | 16 |
Potential for Future Dilution | 16 |
Nature of Units and Interests Held by Non-Investor Members | 16 |
Anti-Dilution Provisions of the Units | 16 |
PLAN OF DISTRIBUTION AND SELLING TO SECURITYHOLDERS | 17 |
Distribution of Securities | 17 |
Suitability | 17 |
Disposition of Units and the Offering | 18 |
Issuer Manager Subscription Cancellation Rights | 20 |
Arbitration and Exclusive Forum Provisions | 20 |
USE OF PROCEEDS TO ISSUER | 21 |
TV Production Budget Worksheet | 21 |
Opening Night - Musical Production Budget Worksheet | 23 |
Potential Payments to Managers from Offering Proceeds | 24 |
Best Efforts Offering Adjustments | 24 |
Potential Use of Proceeds to Discharge Company Debts | 24 |
DESCRIPTION OF BUSINESS | 25 |
Purpose | 25 |
Subsequent Productions | 26 |
Additional Companies | 26 |
Subsidiary Participation | 27 |
Co-Productions | 27 |
Television Series and Theatrical Industry | 27 |
Additional Information About the Company and its Business | 29 |
DESCRIPTION OF PROPERTY | 29 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 30 |
Plan of Operations | 31 |
Post-Season 1 Outlook | 34 |
General Industry Trends | 34 |
MANAGERS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES | 36 |
COMPENSATION OF MANAGERS AND EXECUTIVE OFFICERS | 38 |
Company Management and Series-Related Compensation | 38 |
Necessary Definitions | 38 |
Musical-Related Compensation of Managers | 39 |
Company Owner Revenues Available to Managers | 41 |
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS | 42 |
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS | 43 |
No Musical-Related Manager Compensation Likely to Eventuate in Fiscal Year 1 | 43 |
Investor Roadshow Performance Compensation | 43 |
Series-Related Manager Compensation | 43 |
Manager Reimbursements | 43 |
No Company Net Profits Participations For Managers Likely to Eventuate in Fiscal Year 1 | 44 |
No Intended Third Party Beneficiaries | 44 |
SECURITIES BEING OFFERED | 44 |
Opening Night Enterprises – Offering Circular | 4 |
Voting Rights | 44 |
Rights of First Refusal/Anti-Dilution Rights | 44 |
Distributions | 45 |
Restriction on Transferability of Units | 46 |
No Guaranty | 47 |
Audit and Statement | 47 |
Unit Rights and Preferences | 48 |
Unregistered and Illiquid Nature of Units | 48 |
Limited Liability of Investors | 48 |
FEDERAL TAX DISCUSSION | 49 |
ERISA CONSIDERATIONS | 56 |
General Fiduciary Obligations | 56 |
PART F/S | 58 |
PART III - EXHIBITS INDEX | 74 |
SIGNATURE PAGE | 75 |
Opening Night Enterprises – Offering Circular | 5 |
3. The Offering: The Units are being sold for Five Hundred Dollars U.S. ($500.00) per Unit, minimum purchase per Investor is One (1) Unit. Up to One Hundred Thousand (100,000) Units are available for sale under this Offering, for an aggregate potential raise of Fifty Million Dollars U.S. ($50,000,000.00). This Offering is being made on a “best efforts” basis, meaning that there is no guarantee that any minimum amount will be sold and the Units are being sold by the Managers, who will not receive any form of success-based, transaction-based or sales-based compensation in exchange for their selling efforts. The Company may undertake one or more closings on a rolling basis, where, after each such closing, funds tendered by potential Investors are disbursed to the Company and the corresponding Units are delegated to the Investors whose subscriptions were accepted. This Offering will commence upon qualification of the Offering by the Securities and Exchange Commission (the “SEC”) and shall terminate upon the earlier of: (1) Sale of the Offering maximum (100,000) Units; (2) one year from the date that the Offering is qualified by the SEC, unless extended by the Managers in their sole collective discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the 100,000 Units; or (3) any earlier date upon which the Offering is terminated by the Company in its sole discretion. The funds received in exchange for Units (the “Commitments”), shall be held in an escrow account maintained by Prime Trust, LLC (the “Escrow Agent”) until such time as the Commitments are accepted or the Offering is terminated. Neither the Company nor the Investors will receive interest on the funds maintained by the Escrow Agent. Instead the interest will be kept by Prime Trust, LLC as part of its compensation for services provided.
Opening Night Enterprises – Offering Circular | 6 |
7. Estimated Use of Proceeds: The proceeds of this Offering will go to fund the business of the Company generally, and specifically, the vast majority of the funds raised under this Offering will be used to finance production of both (a) the Series and (b) the initial 12-week (96 show) run of the U.S. exhibition of as many of the Musicals as possible and as the Managers in their collective professional discretion deem economically and commercially feasible. By financing the production of the Series, the Company will all but eliminate the risk of loss to networks and other television programming distributors who might otherwise pass on distributing the Series if they had to finance the Series’ production. The Managers believe that this will give the Series the best possible opportunity to be distributed by the best possible range of television distributors on the best terms possible. (See below at, USE OF PROCEEDS TO ISSUER, generally and also at, MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS at ‘Plan of Operations’). In addition to the foregoing, a facilitation fee of One and 95/100 Percent (1.95%) of each Unit sold will be paid to JumpStart, the Offering’s sole licensed broker-dealer.
Opening Night Enterprises – Offering Circular | 7 |
Opening Night Enterprises – Offering Circular | 8 |
The Company was formed on January 15, 2017. However, there has been little to no operating history or financial statements on which an investment decision can be based. The likelihood of the success or failure of the Company must be considered in light of the risks, costs, difficulties and delays frequently encountered in establishing a new enterprise, many of which are beyond the Company’s control. The Company is subject to all of the risks inherent in the creation of a new enterprise and the competitive environment in which it will operate. There can be no assurance that the Company will prove to be commercially successful or profitable, however, the Managers believe that the prior television exposure via the Series will afford the Musicals a unique following and will allow the Managers and their partners to utilize marketing, advertising and publicity channels not available to other stage properties. Furthermore, as a newly organized entity with minimal assets, the Company is subject not only to the risks inherent in the entertainment industry, but also those inherent in the establishment and operation of a new business venture, including the absence of an operating history.
Opening Night Enterprises – Offering Circular | 9 |
Opening Night Enterprises – Offering Circular | 10 |
The Managers have the right to abandon production of the Series and/or one or more Musicals at any time, for any reason whatsoever. In the case of such abandonment, the Investors must be prepared for a loss. The Investors may also recoup and/or make a profit for one or more production(s) even if one or more other production(s) are cancelled. Losses may be decreased if abandonment of a given production occurs following the vesting of the Company’s rights to participate in subsidiary revenue, or if prior merchandising or album income previously had been earned.
Risk of Non-Contingent Best Efforts Nature of Offering and Potential for Use of Commitment Prior to Minimum Capitalization of the Company:
Opening Night Enterprises – Offering Circular | 11 |
Contingencies Relating to Unknown Specific Financing Requirements:
Opening Night Enterprises – Offering Circular | 12 |
Opening Night Enterprises – Offering Circular | 13 |
Risks Relating to Arbitration and Exclusive Forum Provisions in Subscription Agreement and Operating Agreement:
Investors in this Offering will be bound by both the Offering’s Subscription Agreement (see, Exhibit 1A-4 to this Offering Circular) and the Company’s Operating Agreement (see, Exhibit 1A-2B to this Offering Circular). Under both Section 10 of the Subscription Agreement and Article 11.5 of the Operating Agreement, Investors agree that disputes arising under or relating to the respective agreements will be resolved by binding arbitration pursuant to the rules and under the jurisdiction of the American Arbitration Association (“AAA”) and its commercial rules, the rules of the Federal Arbitration Act and the laws of the State of California and that all such arbitrations shall take place in the State of California in Los Angeles County. However, neither of the analogous arbitration provisions set forth in the Subscription Agreement and the Operating Agreement, nor the corresponding exclusive forum provisions, apply to claims made under the federal securities laws of the United States, and said arbitration and exclusive forum provisions do not impact the rights of the Investors to bring claims under said federal securities laws or the rules and regulations promulgated thereunder. Additionally, despite Investors agreeing to the provisions in the Subscription Agreement and in the Operating Agreement, Investors will not be deemed to have waived Company’s compliance with federal securities laws and the rules and regulations promulgated thereunder. For the reasons stated below, either of the Operating Agreement’s or the Subscription Agreement’s exclusive forum or arbitration provisions could have the effect of limiting and discouraging legal actions and proceedings being brought against the Company.
As a result of the foregoing, if an adversarial proceeding not involving the federal securities laws is brought against the Company under either the Subscription Agreement or the Operating Agreement, it may be heard only by an arbitrator or arbitrators, which would be conducted according to different procedures than a normal jury or non-jury trial and may result in different outcomes than a jury trial or a trial by judge would have had, including results that could be less favorable to the plaintiff(s) in such an action. Additionally, while arbitrations are generally believed to result in faster and less expensive outcomes than jury and judge trials held on the same matters, that is not necessarily always the case, and it is possible for any action submitted to arbitration to take longer and/or cost the participants more than a jury or judge trial on the same matters.
In addition to the potential drawbacks for plaintiffs of mandatory arbitration under the Subscription Agreement and/or Operating Agreement, both such Agreements also contain analogous forum selection provisions, which stipulate that any arbitrations proceeding thereunder must be held in Los Angeles County in the State of California. Such forum selection provisions may have the effect of limiting an Investor’s ability to bring legal action against the Company and could limit an Investor’s ability to obtain a favorable forum for disputes. These geographic provisions may have the effect of making the prospect of legal action against the Company by an Investor too expensive or burdensome in the event that the Investor has to travel out to Los Angeles, California in order to give or obtain testimony, present or gather evidence, select and pay a local lawyer or other advocate to represent the Investor’s interests in the arbitration, or otherwise. There is also the possibility that either the exclusive forum provisions or the arbitration provisions may discourage Unitholder lawsuits, or limit Unitholders’ abilities to bring an action in a forum that it finds favorable for disputes against the Company and its officers and directors. Alternatively, if either the forum selection or arbitration provisions were challenged and found to be inapplicable to, or unenforceable with respect to, one or more of the specified types of actions or proceedings, the Company could ultimately incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect the Company’s business and financial condition.
Opening Night Enterprises – Offering Circular | 14 |
The Company is only being set up to manage the business operations of the first season of the Series and its accompanying Musicals and is not intended to have any economic or other interest in the subsequent seasons of the Series, should they eventuate, other than those limited rights of first refusal to invest in similar offerings of equity in future entities formed to finance future seasons of the Series, if any. Furthermore, the rights of first refusal to invest in any future seasons and companies are subject to various qualifications as discussed in greater detail herein below (see, SECURITIES BEING OFFERED at Rights of First Refusal/Anti-Dilution Rights). Therefore, regardless of the performance of season 1 of the Series, in the event that subsequent seasons of the Series go on to be hits, there is no guarantee that the Investors will participate in any such financial or other success unless they invest separately into those subsequent seasons as well.
Unknown Contingencies Resulting from COVID-19 Related Pandemic Fallout:
As is discussed in greater detail elsewhere (see, MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS at General Industry Trends, below), the occurrence of the COVID-19 pandemic has had market effects on the live theater and television industries. While London’s West End has just begun to reopen, Broadway, the United States’ major theater hub equivalent looks to remain closed through at least May 30, 2021, and it remains to be seen how these reopenings will be received by the general theater-going public, and whether the high volume of tourism to these theater meccas will return or when and with what level of fervor. If the theaters do not experience their same levels of profits due to forthcoming social-distancing policies of the theaters and/or the local governments and unions which govern them, then it is possible that the effects will be felt by the Company.
Additionally, while television and other forms of filmed production are returning to production now in many states, there remains a great deal of uncertainty among those productions and their producers about how much of an increase in costs the productions will ultimately experience in order to comply with state and local government pandemic production guidelines as well as applicable industry union production guidelines, which now mandate fewer people on set, rigorous disinfection and cleanliness policies, additional medical personnel, sanitization and other protocols not to mention new restrictions and expenses relating to production insurance. All of the foregoing could have a detrimental impact on the projected productions costs of the Series. While Company does not intend to rely on union labor like so many other television series’ going into production and while the Series will have the benefit of choosing its production location, which could be aligned with a jurisdiction that does not have onerous pandemic-related production policies that would drive up costs, it is still unknown how the fallout of the pandemic might affect production of the Series’.
Opening Night Enterprises – Offering Circular | 15 |
Opening Night Enterprises – Offering Circular | 16 |
PLAN OF DISTRIBUTION AND SELLING TO SECURITY HOLDERS
The Company is not making use of any underwriter or finders. We have engaged JumpStart Securities, LLC (“JS” or “JumpStart”), a FINRA registered broker-dealer firm, for administrative and technology services, but not for underwriting or placement agent services. Specifically, JS relies in part on certain offering administrative and technological infrastructures and services provided by FundAmerica, including but not limited to secured transactional programs and platforms (i.e. technology), escrow account set-up and management services and disbursement services and platforms integrated into/with their technology and platforms, Bad Actor checks and the like associated with management and administration of the Offering. These administrative fees and overhead associated with these services are reimbursable on an ongoing basis from the Offering proceeds and otherwise by the Managers who may then draw down reimbursements from the Offering proceeds themselves. See ‘Proposed JumpStart Selling Agreement’ below for further details.
This Offering is being undertaken in connection with the licensed broker-dealer JS and JS is, in turn supported by FundAmerica, so the distribution of securities under this Offering shall be handled by JS operating through FundAmerica’s technological platforms and model as follows:
Investors will review the Offering’s terms of investment via a portal on a page on the Company’s website which will have some aspect dedicated to this Offering. There, the Investors will be able to access (either directly or via URL links to the SEC or other such public websites) information about the Company and the Offering. At that portal, potential Investors will also be able to subscribe for Units, execute the accompanying Subscription Agreement online and make the corresponding Commitments of capital. Once the subscriptions and corresponding Commitments have been submitted via the website, they cannot be retracted or withdrawn by the potential Investor. At that point, JS shall begin the necessary subscriber due diligence required to qualify an individual or entity investor under Regulation A, Tier II offerings. If the subscriber fails to meet the necessary standards, then their Commitments shall be returned and their subscriptions voided. If, however, the subscriber is qualified to invest, then their subscriptions (including their Commitments) shall sit in the escrow account administered by Prime Trust until such time as the Company directs JS to close on the individual subscriber’s funds (either alone or, more likely, as part of a larger group of accepted subscriptions) and it is at that point of closing that the individual subscriber’s Subscription Agreement will be accepted, their corresponding Units issued in the form of their executed Subscription Agreements being returned to them, and at that point, the service fees and any FundAmerica offering costs will be deducted off-the-top of the Commitments before the balance of said Commitments are remitted to the Company’s account(s).
Suitability:
The Investor agrees to provide any additional documentation the Company may reasonably request, including documentation as may be required by Company to form a reasonable basis that the Investor qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, or otherwise as a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, or as may be required by the securities administrators or regulators of any state, to confirm that the Investor meets any applicable minimum financial suitability standards and has satisfied any applicable maximum investment limits.
The Company is a new entity and the only owners of its Units had been the founding Members, who therefore owned 100% of the Company. All of the Units offered hereunder are newly issued, in the sense that they have never been offered for sale to any other non-founding Member of the Company. This is the Company’s first issuance of Units or potential ownership Interests of any sort to any outside third parties. To the extent that the Managers of the Company are the ones that are effectively selling their Interests in the Company, as they are presently the owners of 100% of the Company’s Interests, all Units for sale in this Offering are being sold solely by the Managers, which will receive no additional consideration in exchange for their selling efforts. One of the Managers consists of an entity, Charles Jones II Enterprises, LLC, which is wholly owned and operated by Charles Jones II and which maintains its Company Interests on his individual behalf.
The Company plans on using one or more self-managed websites and/or social media outlets to aid in the sale of the Units. The Company presently anticipates making use of yet-to-be-created pages on its Facebook site to drive awareness of the Offering and on which it will provide access to this Offering Circular and any other necessary disclosure materials associated with the Offering. The Company will establish a site that allows qualified investors to subscribe through a dedicated website or page.
Opening Night Enterprises – Offering Circular | 17 |
All subscribers will be instructed by the Company or its agents to transfer funds by wire or ACH transfer directly to the escrow account established for this Offering or deliver checks made payable to “Prime Trust, as Escrow Agent to Investors in the Opening Night Enterprises Securities Offering” which the escrow agent shall deposit into such escrow account and release to the Company at each closing. The Company may terminate the Offering at any time for any reason at its sole discretion. (Although not signed at this time, the escrow agreement with Prime Trust, LLC is attached as an Exhibit hereto and will be executed between the parties thereto upon the SEC’s qualification of this offering. The execution of the escrow agreement in advance of qualification will subject the issuer to expenses which it shall be able to incur once the offering is certain to launch.)
We intend to engage JumpStart Securities, LLC, a broker-dealer registered with the SEC and a member of FINRA, to perform the following administrative and technology related functions in connection with this offering, but not for underwriting or placement agent services. Please see the “JumpStart Selling Agreement” for more information.
Proposed JumpStart Selling Agreement
1. | Accept investor data from the company, generally via the FundAmerica software system, but also via other means as may be established by mutual agreement; |
2. | Review and process information from potential investors, including but not limited to running reasonable background checks for anti-money laundering ("AML"), IRS tax fraud identification and USA PATRIOT Act purposes, and gather and review responses to customer identification information; |
3. | Review subscription agreements received from prospective investors to confirm they are complete; |
4. | Advise the company as to permitted investment limits for investors pursuant to Regulation A, Tier 2; |
5. | Contact the company and/or the company's agents, if needed, to gather additional information or clarification from prospective investors; |
6. | Provide the company with prompt notice about inconsistent, incorrect or otherwise flagged (e.g. for underage or AML reasons) subscriptions; |
7. | Serve as registered agent where required for state blue sky requirements, provided that in no circumstance will JumpStart solicit a securities transaction, recommend the company’s securities or provide investment advice to any prospective investor; |
8. | Transmit data to the company’s transfer agent in the form of book-entry data for maintaining the company’s responsibilities for managing investors (investor relationship management, aka “IRM”) and record keeping; |
9. | Keep investor details and data confidential and not disclose to any third party except as required by regulators, by law or in our performance under this Agreement (e.g. as needed for AML); and |
10. | Comply with any required FINRA filings including filings required under Rule 5110 for the offering. |
The Company shall pay Jumpstart a facilitation fee equivalent to 1.95% of capital raised. JumpStart Securities, LLC is not participating as an underwriter and under no circumstance will it solicit any investment in the company, recommend the Company’s securities or provide investment advice to any prospective investor, or make any securities recommendations to investors. JumpStart Securities, LLC is not distributing any securities offering prospectuses or making any oral representations concerning the securities offering prospectus or the securities offering. Based upon JumpStart Securities, LLC’s anticipated limited role in this Offering, it has not and will not conduct extensive due diligence of this Offering and no Investor should rely on JumpStart’s involvement in this Offering as any basis for a belief that it has done extensive due diligence. JumpStart does not expressly or impliedly affirm the completeness or accuracy of the Offering Circular presented to investors by the Company. All inquiries regarding this Offering should be made directly to the Company.
Opening Night Enterprises – Offering Circular | 18 |
Any subscription checks should be sent to Prime Trust, LLC, 10890 S. Eastern Avenue, Suite 114, Henderson, NV 89052, and be made payable to “Prime Trust, LLC as Escrow Agent for Investors in Opening Night Enterprises Securities Offering.” If a subscription is rejected, funds will be returned to subscribers within ten days of such rejection without deduction or interest. Upon acceptance by us of a subscription, a confirmation of such acceptance will be sent to the subscriber by the company. Prime Trust, LLC has not investigated the desirability or advisability of investment in the Units nor approved, endorsed or passed upon the merits of purchasing the Units.
This Offering of the Company’s Units is being made on a “non-contingent” “best efforts” basis, which means there is no guarantee that any minimum amount will be sold. Accordingly, there is no guarantee that the Company will ultimately secure sums necessary to enable it to carry out its anticipated business plan(s) as described herein. The Company may undertake one or more closings on a rolling basis, where, after each such closing, funds tendered by potential investors are disbursed to the Company and the corresponding Units are delegated to the Investors whose subscriptions were accepted. However, because the Company anticipates needing to immediately deploy certain funds secured through closings of the Offering in order to pay for up-front expenses such as ongoing offering expenses, the Company will likely utilize certain funds to pay for those initial and ongoing expenses and will not be able to guarantee reimbursement of said finances to the Investors. Among the initial expenses that the Company anticipates incurring and needing to pay for out of the Commitments are Offering expenses, including associated legal, advertising, printing, website construction and maintenance, marketing, as well as other non-offering related initial expenses such as the costs associated with musical production development for one or more of the three prospective musicals and sizzle reel production, travel and other expenses associated with distributor solicitation for the Program as well as anticipated investor roadshow expenses associated with traveling two of the Company’s Managers to various major U.S. cities along with numerous members of the Musicals’ troupes and their writers and/or directors in order to stage partial performances and/or set-pieces and songs from the Musicals for audiences of potential Investors.
As a result of the aforementioned conditions of the Offering and the Company’s business, the Company is not offering Investors any arrangement, as part of the Offering terms, to return part or all of the Investors’ funds in the event that the Company fails to secure any given Offering minimum amount. The Company has no plans to offer preferred or other classes of Units for sale at any point in the future.
This Offering is not being made on either an “all-or-none basis” as described in Rule 10b-9(a)(1) (17 CFR 240.10b-9(a)(1)) or on a so-called “part-or-none basis” as contemplated under Rule 10b-9(a)(2) (17 CFR 240.10b-9(a)(2)), nor does the Company make any representations that this Offering is being made on the condition that all or part of the consideration paid by a potential Investor in the Units will be refunded to said potential Investor in the event that some or all of the Units currently offered for sale are not, in fact, sold, as described in Rule 10b-9(a)(2) (17 CFR 240.10b-9(a)(2)).
Opening Night Enterprises – Offering Circular | 19 |
Issuer Manager Subscription Cancellation Rights:
Prior to the termination of the offering the Company retains the right and authority to void subscriptions and return the corresponding Commitments under any circumstance. It is entirely within the discretion of the Managers to do so. This decision may be made, for example, if new information becomes available concerning the Investor and the Commitment, which concerns the Managers and/or JumpStart in relation to Investor identity verification, sources of funds used by Investors, or new information concerning suitability of the investment for the Investor. Without limitation to the foregoing and strictly for the avoidance of doubt, neither JumpStart, nor FundAmerica, will retain any right to cancel a potential Investor’s subscriptions under the Offering unless the potential Investor fails to meet the necessary Regulation A, Tier II investment requirements (e.g. they qualified as so-called “bad actors”), suitability requirements, or where the Investor fails to meet required verifications and search results pursuant to anti-money laundering requirements. In such cancellations an investors Commitment, in its entirety, will be returned to them promptly upon the decision to reject or otherwise cancel a Commitment. If there are pending Commitments upon the termination of the Offering, those pending Commitments will be rejected and returned in their entirety to the Investors.
Arbitration and Exclusive Forum Provisions:
Investors in this Offering will be bound by both the Offering’s Subscription Agreement (see, Exhibit 1A-4 to this Offering Circular) and the Company’s Operating Agreement (see, Exhibit 1A-2B to this Offering Circular). Under both Section 10 of the Subscription Agreement and Article 11.5 of the Operating Agreement, Investors agree that disputes arising under or relating to the respective agreements will be resolved by binding arbitration pursuant to the rules and under the jurisdiction of the AAA and its commercial rules, the rules of the Federal Arbitration Act and the laws of the State of California and that all such arbitrations shall take place in the State of California in Los Angeles County. However, neither of the analogous arbitration provisions set forth in the Subscription Agreement and the Operating Agreement, nor the corresponding exclusive forum provisions, apply to claims made under the federal securities laws of the United States, and said arbitration and exclusive forum provisions do not impact the rights of the Investors to bring claims under said federal securities laws or the rules and regulations promulgated thereunder. Additionally, despite Investors agreeing to the provisions in the Subscription Agreement and in the Operating Agreement, Investors will not be deemed to have waived Company’s compliance with federal securities laws and the rules and regulations promulgated thereunder.
Opening Night Enterprises – Offering Circular | 20 |
USE OF PROCEEDS TO ISSUER *
TV Production Budget Worksheet | ||
Name of Program | OPENING NIGHT – TELEVISION SERIES | |
Number of TV Episodes & duration | PILOT AND THEN 12 EPISODES – 1 HOUR IN LENGTH | |
Previous Funding | ||
Development | $ 2,500 | $ 2,500 |
Production | $ 2,500 | $ 2,500 |
TV DEVELOPMENT / SCRIPT | ||
Concept & Rights (All rights owned by Production Company) | $ 0.00 | |
Research – Musical Selection Committee | $ 20,000.00 | |
Story / Script / Writers Fees | $ 5,000.00 | |
Other (specify) REALITY PROGRAM DEVELOPMENT | $0.00 | |
Development Subtotal | $25,000.00 | |
TV PRODUCTION (PER EPISODE) | ||
Producer Fees (total incl. EP) | $ | 100,000.00 |
Director Fees (total) | $ | 40,000.00 |
Presenters / Actors / Talent (UNION) | $ | 145,000.00 |
Production Staff & Crew (UNION) | $ | 100,000.00 |
Studio / Locations | $ | 100,000.00 |
Lighting and Sound design and operation | $ | 75,000.00 |
Wardrobe / Make-Up / Art Department | $ | 25,000.00 |
Travel/Accommodations/Living | $ | 75,000.00 |
Production Office / Admin | $ | 25,000.00 |
Scenery and Costume Design and Creation | $ | 75,000.00 |
Production Subtotal | $ 760,000.00 |
* We have entered into service agreements with JumpStart Securities, LLC, a member of FINRA, to provide subscription and administrative services for the offering. JumpStart Securities, LLC is not an underwriter and will not be paid selling commissions or underwriting fees, but will be paid service fees equal to One and 95/100 Percent (1.95%) of the Units sold in connection with this Offering.
Opening Night Enterprises – Offering Circular | 21 |
TV POST PRODUCTION (PER EPISODE) | ||
Music & Copyright | $ | 50,000.00 |
Library Footage & Copyright | $ | 10,000.00 |
Film / Tape Stock | $ | 10,000.00 |
Picture Post Production | $ | 20,000.00 |
Audio Post Production | $ | 20,000.00 |
Titles/Graphics | $ | 10,000.00 |
Post Production Labor | $ | 50,000.00 |
TV Post Production Cont. | ||
Other (specify) | $ | |
Post Production Subtotal | $ 170,000.00 | |
TV MARKETING & ADMINISTRATION | ||
Marketing / Delivery | $ | 20,000.00 |
Administration / Overheads | $ | 50,000.00 |
Legal | $ | 10,000.00 |
Insurance | $ | 10,000.00 |
Sundry (e.g. finance, ACC etc.) | $ | 10,000.00 |
TV PILOT – 5 City Promotional Concerts w/ Kristin Chenoweth and the Musicals | $ | 715,000.00 |
Marketing/Admin AND Promotional Tour Subtotal Costs | $ 815,000.00 | |
Total Above The Line (Per Episode) | $ 320,000.00 | |
Total Below The Line (Per Episode) | $ 725,000.00 | |
Contingency (Per Episode) | $ 100,000.00 | |
Production Company Overhead (Per Episode) | $ 100,000.00 | |
SUBTOTAL COST PER EPISODE = $1,245,000.00 TOTAL FOR 13 EPISODES | $ 16,185,000.00 | |
TOTAL TELEVISION PRODUCTION BUDGET (INCLUDING 13 EPISODES, 5 CITY PROMOTIONAL CONCERT TOUR AND MARKETING AND ADMINISTRATION) | $17,000.000.00 |
Opening Night Enterprises – Offering Circular | 22 |
OPENING NIGHT - MUSICAL Production Budget Worksheet (Off Broadway) These are the cost’s anticipated to ensure ALL six musical’s long term sustainability and to maximize profits. | |||
Name of MUSICAL | ONE OF SIX MUSICALS (EACH MUSICAL ESTIMATED AT SAME COST) | ||
Number of Shows – 12 Weeks, 96 Shows | This Budget Reflects 32 SHOWS – 4 Week Time Period Budget | ||
PRODUCTION DEVELOPMENT | |||
Production Development: (Includes rehearsal expenses, director, choreographer, costume designer salaries and costs for making costumes, lighting, sound, scenery & props, musical arrangements and production development staff.) | ONE TIME BUDGETARY COST | $650,000.00 | |
MUSICAL’S OPERATIONAL COST FOR 32 SHOWS (4 week) | |||
Producer Fees (total incl. EP) | $ | 100,000.00 | |
Author, Composer, Lyricist Royalty at 2% gross revenue for each | $ | 70,000.00 | |
Actors / Talent (UNION) | $ | 125,000.00 | |
Production Staff & Crew (UNION) | $ | 150,000.00 | |
Theater Rental | $ | 150,000.00 | |
Costume Cleaning, Prop Maintenance | $ | 20,000.00 | |
Wardrobe / Make-Up / Art Department (UNION) | $ | 60,000.00 | |
Air Travel/Accommodations/Living | $ | 75,000.00 | |
Orchestra Conductor and Musicians | $ | 160,000.00 | |
Travel/Load-in of Equipment by Stagehands | $ | 60,000.00 | |
PRODUCTION SUBTOTAL | $ 970,000.00 | ||
MUSICAL MARKETING & ADMINISTRATION - 32 SHOWS (4 Week Period) | |||
Marketing/Delivery/Publicist | $ | 25,000.00 | |
Administration/Overheads | $ | 90,000.00 | |
Legal & Insurance | $ | 35,000.00 | |
Box Office & Programs | $ | 5,000.00 | |
Payroll Taxes | $ | 50,000.00 | |
Equity Pension, Health Insurance | $ | 25,000.00 | |
Contingency | $ | 250,000.00 | |
MARKETING & ADMINISTRATION SUBTOTAL | $ 480,000.00 | ||
PRE-OPENING AND RUNNING OPERATIONAL BUDGET TOTAL FOR 4 WEEKS, 32 SHOWS: (NON- BROADWAY STAGE) | $1,450,000.00 | ||
MUSICAL PRODUCTION OPERATIONAL COSTS FOR 12 WEEKS, 96 SHOWS = | $4,350,000.00 | ||
ONE TIME PRODUCTION DEVELOPMENTAL COSTS (SEE ABOVE) | $650,000.00 | ||
TOTAL ESTIMATED COSTS FOR ONE OF THE SIX MUSICAL’S TO ENSURE SUSTAINABILITY AND TO MAXIMIZE PROFITS. TOTAL FOR ALL SIX SHOWS = $30,000,000.00 | $5,000,000.00 |
Opening Night Enterprises – Offering Circular | 23 |
To date, one or more of the Managers has personally provided the necessary start-up financing out-of-pocket, including the funds used to set-up the Company and finance the legal and other services provided in association with this Offering. In the event that at least $2 Million in Offering proceeds is raised, then Managers shall have the right to recoup actual start-up expense outlays without interest up to a ceiling of One Hundred Thousand Dollars U.S. ($100,000.00) upon reasonable proof of payment of such sums to third parties. Without limiting the foregoing, to date the Managers estimate that they have incurred less than $40,000 in personal expenses associated with this initial Offering and establishment and proposed operations of the Company, however, those costs are not necessarily final yet and they include or may ultimately end up including, among other things, legal fees, state and other administrative filing fees, accounting, printing, advertising, travel, marketing, blue sky or other state-level compliance and other expenses. Additional such personal expenses of the Managers have been and/or would be used to cover such other start-up expenses as: Legal expenses associated with drafting and negotiating of necessary performer agreements and rights option agreements, Company set-up fees and expenses, broker dealer retainers and the like. Furthermore, all such expenses to date have been incurred solely by Charles Jones II Enterprises LLC and all such future start-up expenses would also likely be borne by Manager Charles Jones II Enterprises, LLC. However, the Managers also realize that this Offering may need to be supplemented by further outlays of personal Manager funds in the event that subsequent offerings or rounds need to be undertaken and/or in order to undertake the creation of certain supplemental Offering devices, such as creation and maintenance of one or more websites, social media accounts and the like, which may need to eventuate prior to securing of the Offering’s initial capital raise or closing.
The Company reserves the right to alter the use of Offering proceeds as stated herein based on the ongoing needs of the business of the Company, the amount of capital raised and based on any unforeseen circumstances arising subsequent to the closing of this Offering. Any reallocation of the estimated use of proceeds shall be undertaken at the Managers’ sole reasonable discretion in accordance with the perceived best interests of the Company.
Opening Night Enterprises – Offering Circular | 24 |
The Company is a new business venture that seeks to combine two entertainment industry business formats, namely unscripted/reality television and live musical theater (together, the “entertainment program”), for the purpose of enhancing the market awareness, audience and revenue potential of the latter, while retaining for the Company the greatest possible direct and ancillary revenue stream upsides from each medium. In effect, the Company seeks to exploit a version of the X-Factor model of artist/brand building and awareness that has been so successful for Sony and Simon Cowell’s Syco Entertainment label. The Company’s proposed business venture(s) would create a nationally broadcasted competition reality television series, which would pit up to six musical productions against one another in a competition to determine which of the six the professional industry judges felt had the greatest potential to be a future Broadway sensation. All of the Musicals would be owned and controlled by the Company and the production of each would be paid for by the Company. Depending on the availability of Company funds, interest of third party theaters, and the Managers’ determinations of potential for immediate commercial success, the Musicals would then (following conclusion of the Series) be produced for a regional or other U.S. theater, with the goal being to get one or more of the Musicals presented on Broadway and others Off-Broadway or otherwise in order to maximize potential revenues from the exhibitions.
No Prior Performance by Management Operating an Entertainment Program:
The Managers have not operated an entertainment program in the past and have no historical operating results. Accordingly, there is no basis of another entertainment program for investors to compare this entertainment program to, nor is there historical liquidity information to rely upon.
Opening Night Enterprises – Offering Circular | 25 |
Opening Night Enterprises – Offering Circular | 26 |
Opening Night Enterprises – Offering Circular | 27 |
Opening Night Enterprises – Offering Circular | 28 |
Typically, in normal times, a medium to large theater can gross between $250,000 and $2,000,000 per week. It is unknown at present whether these standard takes will be affected by the resulting shutdown and subsequent reopening of the theaters due to the COVID-19 pandemic theater closings and the inevitable socially-distanced reopening policies that will go into effect when the theaters reopen. However, based on the recent historical trends in Broadway ticket prices and popularity, it is entirely possible that the lower attendance numbers that may result from decreased available seats at the shows, will not affect the bottom-line for the venues, as it will likely be eaten-up by an offsetting increase in ticket prices that the theater-going public seems more than happy to absorb. The point at which a given show breaks even depends upon a great many factors. On average, producers of a play or musical will attempt to keep the break-even point for a production at no more than 60% of the theater’s potential gross. As noted above, many of a show’s personnel (including the producers) are paid a percentage of a show’s gross weekly box office receipts, weekly fee or share of weekly operating profits. As such, the amount of such compensation will vary from week to week depending upon the number of tickets sold.
Opening Night Enterprises – Offering Circular | 29 |
As of the date of this Offering, the Company is a new business, which though established over two years ago, has been in operation for less than one year, has no physical assets or debts other than those mentioned hereinabove at DESCRIPTION OF PROPERTY, and any debts incurred as described in above in USE OF PROCEEDS TO ISSUER at ‘Potential Use of Proceeds to Discharge Company Debts’. Whether or not the Company will have any business or whether the Company will be able to make any profits as anticipated herein, will depend initially on the ability of the Company to either self-finance production of the Series and then place the Series with a viable U.S. distributor, or alternatively, the ability of the Company to sell the Series to a viable U.S. distributor or co-finance the Series with said distributor. Thereafter, once the Series is placed with a viable U.S. distributor, the success of the Company’s proposed business operations will hinge on the willingness of that distributor to give the Series a prime time or other desirable time slot (unless the distributor is an SVOD service) such that the Series will be easily accessible to its core potential demographics, which will include families among others who tend to watch television during prime time hours. Regardless of the Series’ time slot, the success of the Company’s proposed business operations will depend largely on the willingness of the Series’ U.S. distributor to expend money and use its reserved bumpers and ad slots to promote the Series to the public.
Additional factors that may ultimately impact the long-term returns of the Company include initial box office success of the Musicals, and the impact of that success on foreign market licenses for one or more of the Musicals. One way that well-regarded live stage productions enhance their lifetime earnings is through licenses of the show to foreign territorial productions. The Company believes that the existence of such opportunities will be greatly enhanced by the promotional benefits to the Musicals provided inherent in their being a part of the Series. If this popularity translates into big initial box office draws for one or more of the Musicals, then the likelihood of those shows licensing their rights to foreign territories will be greatly improved.
Finally, the Company’s success is also potentially contingent on any ancillary licenses and exploitations of the Musicals which could eventuate in other media formats, such as motion pictures, television, literature and the like. Upon achieving a “purchase” under the option agreement that Company maintains with each of its underlying Musicals, the Company shall also have the right to exploit the each Musical and their underlying rights in ancillary media formats which are outlined in the attached redacted copies of the executed option agreements with the creators and owners of the underlying Musicals (see, Exhibits 6A, 6B, 6C and 6D). So, irrespective of a given Musical’s success on the live stage, the Company may very well be able to derive value and even potentially achieve great profits from the exploitation of the Musical or portions of their underlying rights in other media formats. In summary, the exhibits illustrate that, upon effecting a purchase of the corresponding production’s rights, Company will secure options to exploit each Musical’s underlying rights in motion picture, television and other media formats for various pre-agreed follow-on fees, royalty and other contingent payments designed to enable the Company to quickly close deals to exploit the underlying rights of each Musical without having to haggle over purchase prices and other key deal terms. For each of the four Musicals, there are two primary rights agreements that convey the necessary underlying copyright and other rights that enable the Company to both exploit the Series and subsequently reserve options to exploit the underlying rights in and to each Musical in various other forms of media. The two agreements, which are memorialized as Exhibits to this Form 1-A as one combined document for each Musical, consist of an agreement that addresses solely the terms of exploitation of the Musicals on and for the live stage, which is entitled “Stage Production Rights Agreement(s)”, and the other agreement, which both secures the rights to make the Series featuring each Musical and then also to reserve rights to exploit the Musical’s underlying copyrights in various other media formats, including but not limited to motion picture and scripted television, is entitled “Musical Option and Purchase Agreement(s)”) (see, Exhibits 6A, 6B, 6C and 6D).
Opening Night Enterprises – Offering Circular | 30 |
Material terms of the audiovisual rights agreements (i.e., the “Musical Option and Purchase Agreement(s)”) (see, Exhibits 6A, 6B, 6C and 6D) include the duration and terms of the option(s) in and to the underlying rights of each Musical, which consist of an initial option of 18 months from the date of each such agreement’s execution, then an additional twenty four (24) month extension from the end of the original 18 month option period, if, at any time during the initial 18 month option period, the series receives financing or is set-up with a series distributor. Next, if the series goes into production at any time in the initial 45 month period, the series goes into production, then it will have an additional thirty six month period of time beginning from the end of the preceding 45 month period during which to either complete production and exhibit an initial U.S. commercial release of the series or else lose its rights. The U.S. commercial premier of the series constitutes the initial purchase of the underlying rights and options prices for exploitation of the underlying rights in the other media formats.
The only rights reserved by the authors of the musicals are those to produce live stage versions of the play. However, the live stage rights are also reserved (upon activation of a purchase by commercial exhibition of the series in the U.S. during the term) to the Company in accordance with the terms and provisions of the “Stage Production Rights Agreement(s)” (see, Exhibits 6A, 6B, 6C and 6D). The Stage Production Rights Agreements set forth a separate option term, beginning from the initial U.S. commercial broadcast of the final episode of the season of the series in which the Musical is featured and lasting twenty four months thereafter, during which the Company are exclusively able to negotiate with the underlying rights holders of the Musicals to produce the Musicals for the live stage. Additionally, the Company will have five (5) successive 1 year options which it might purchase thereafter by which Company can extend its exclusive rights to produce the Musicals for the live stage, the values of each such option payment by the Company shall be recoupable against any future backend payments to the Musical producers from exploitation of the live stage shows themselves. The core deal terms of any eventual stage production agreements for each of the Musicals are pre-negotiated in the Stage Production Rights Agreements in order to facilitate closing of any eventual deals between Company and the underlying rights holders of the Musicals, thereby ensuring that the Company can move the productions to the live stage as quickly as possible. These deal terms have been negotiated within the general terms and conditions and rates of the Dramatist Guild’s Approved Production Contract for Musicals.
This Management's Discussion and Analysis should be read in conjunction with the Company’s financial condition in conjunction with the Company’s unaudited Condensed Consolidated Financial Statements and notes thereto found in F/S section of this Circular.
As we have yet to begin the fundraising portion of our project, the liquidity and capital resources are limited to monies submitted, as needed for legal and financial obligations, to the Company account by its Managers. We anticipate sources of funding to begin in Q1 or Q2 of 2021, once investors are made aware of this investment opportunity.
Opening Night Enterprises – Offering Circular | 31 |
While the Series’ pilot episode is being completed (i.e. in post production), the Company will draw on an additional sum, estimated at Eight Hundred and Fifteen Thousand Dollars U.S. ($815,000), for the purpose of putting on a private roadshow to raise the necessary balance of the Series’ production funds from private investors in various cities throughout the U.S. Two of the Company’s Managers, Kristen Chenoweth and Regina Dowling, will take several troupes of performers and the writers of the Musicals on the road to eight major U.S. cities to perform portions of the Musicals in front of live audiences of prospective Investors for the purpose of enticing them to purchase equity Interests in the Company under this Offering. In light of COVID-19 related social-distancing mandates and present public apprehension of large public gatherings and given the Company’s plans to appeal to a wide number of potential investors interested in owning a small piece of the Company, it is likely that the proposed investor roadshow will be made virtual, which has been the trend in recent months as major companies targeting their IPOs have moved their roadshows online. The Company’s proposed investor roadshow has always been about showing the public what the producers could do by creating a literal “show” to entertain the public.
While there is some reservation about whether this product will be as effective and alluring when viewed online as opposed to in person, the reality has always been that the masses would have had to engage with the roadshow performance in an online or other virtual capacity anyway as there would never have been enough seats to let people get up close and personal with such a live performance. On the positive side, the transition of the roadshow from live to virtual will mean massive savings in the cost of the roadshow itself, as the main expense of the roadshow was going to be traveling the performers from city to city and putting them up in hotels, whereas now, in a virtual setting, the performance can be done once or twice in a controlled setting that is local to most or all of the roadshow performers. It is projected that the roadshow becoming virtual could save the Company as much as U.S. $600,000 in projected roadshow costs, which will leave the Company with the ability to move into Series development sooner and with greater runway for production of the Series’ pilot as well as more capital to plow into a more highly diversified social media and online awareness campaign.
Additionally, during this same roadshow period, the Company will also begin looking into establishing an online and social media presence for the purpose of soliciting potential Investors from beyond the bounds of the more narrowly focused roadshow. The Company will invest in the creation and maintenance of one or more websites and/or social media accounts and may also look to engage a social media-fundraising consultant to aid in planning its online and social media awareness and fundraising campaigns, which the Company is considering combining with recordings of the live performance featured in the virtual roadshow.
Following production of season 1 of the Series, the Company will know which of the proposed four Musicals ultimately won the Series’ competition and the Managers will have had a chance to see each of the four Musicals develop and know which of the four appear to have the best chance of playing to wide audiences in different regional theaters throughout the U.S. The Company will use the information and the insights gained from and during the Series’ production to determine which regional theaters it will approach to place each of the four Musicals. The number of Musicals that the Company will ultimately be able to produce will depend on the amount of investments raised hereunder. The Company estimates that it may need between U.S. $20 Million and U.S. $30 Million to produce all four Musicals for 12 weeks each (96 runs). How much the Company ultimately raises, will determine how many of the Musicals it in fact produces.
In the opinion of the Company, the target ($50 Million) raise of this offering will satisfy the stated purposes and needs of the Company, which is, as stated above and elsewhere herein, to finance development and production of one, thirteen episode, season of the Series, a promotional U.S. roadshow for the Series, Musicals and offering, and to further finance development and production of all four Musicals for initial twelve week (96 show) runs.
Opening Night Enterprises – Offering Circular | 32 |
As of the date of this writing, the Company has successfully entered into option agreements with four Musicals. Presently, the Managers anticipate moving forward with a four Musical competition series, though they would consider adding one to two additional Musicals if they were strong enough and engendered the types of diversity of content that the Managers deem of necessary value to the potential experience of the Series as a whole. These agreements with the Musical’s owners and the collective rights those agreements provide to the Company constitute the Company’s initial assets and enable Company’s operations as described in this Offering Circular. With these rights, Company will next begin building-out its initial social media platforms to generate preliminary market awareness and ultimately begin to draw in potential investors pending re-qualification of this offering.
The proceeds from the offering will satisfy our cash requirements and we anticipate to begin raising funds within the next six months (pending re-qualification of this Offering) to implement the plan of operations.
As with most of the world’s businesses, the Company’s operations will likely be affected by the advent of the late 2019 – 2020(21) coronavirus outbreak and pandemic known as “COVID-19.” Unlike most companies across most industries, which have experienced predominantly negative COVID-19 pandemic effects, the Company believes that, upon securing its initial operating financing in early 2021, it will be able to benefit from certain effects of the pandemic on other areas of the entertainment industry, including the pandemic’s impact on the live theater industry.
Broadway is officially shut down until at least May 30, 2021 and there is no known date to reopen the country’s major live stage performance theaters. This shutdown creates a massive void in the theater-going community. People who love live stage productions and the world of theater will have almost nowhere to go to engage with that form of entertainment. Even when the major theaters in New York City and elsewhere throughout the country reopen, because of the nature of live theater performances, it is not as though things will be ready to get underway immediately. There will be a lag built-in between the time the theaters are announced to reopen and the time that Broadway-level performances are actually able to open their curtains to the public, this is due to the fact that live performances, unlike filmed entertainment, require months of rehearsals and learning before they are ready to be presented to audiences. Additionally, unlike professional sports teams, which have teams that fans can go see in nearby cities and states throughout the country, in order to see the very best of theater, one must travel to one of the handful of theatrical epicenters around the world, most typically New York City or London. Where the pandemic has created panic around the idea of air-travel, and major cities including New York City have been vilified as ground-zero for the COVID-19 virus’ spread across the United States, it is unlikely that people will be traveling in droves to see Broadway shows anytime in the near future, even after the theaters are reopened.
With the industry’s best stage performers out of work for months or more on end, the Series could potentially secure some of the best live theater performers in the world for bargain prices to perform in the Series, thus greatly enhancing the Series’ prestige, while simultaneously increasing its quality.
As a result of the aforementioned circumstances in the live theater arena over the coming twelve to twenty four months, the Series and the Company hope to capitalize on the desire of the public to engage with the world of live theater by presenting both the on-stage and behind-the-scenes/making-of aspects of the theater world while also using a staff of performers that is among the best in the world. There will undoubtedly be issues to navigate in the post-pandemic television production world, as many states have developed their own set of complicated and often costly COVID-19 production safety guidelines. However, we are already seeing motion picture and television production pick-up across the country and across the world as producers are finding cost-effective ways to create their programming. Production insurance is another question mark at the moment, though, even without a government-assisted underwritten cure-all, productions have been moving forward signing new standard coverage waivers related to coronavirus-related shutdowns and furloughs. In the insurance arena, unscripted series’ like Company’s Series should have a leg-up on their narrative competition, as it is less costly and problematic to get unscripted series participants to present themselves on-set and there is more opportunity to shoot in an organic manner with smaller units.
In summary, although the pandemic and post-pandemic-era will present challenges for the Company, as it will for almost all businesses, there will also be opportunities for the Company to capitalize on that were not there before.
Opening Night Enterprises – Offering Circular | 33 |
Prior to the advent of the COVID-19 coronavirus pandemic, which hit New York City hardest and earliest among all major U.S. cities and which abruptly prompted a shutdown of all Broadway shows on March 12, 2020, and which, as of the date of this writing, is set to remain closed until at least May 30, 2021, the Broadway box office had been trending up for decades, in terms of not only grosses, but also in terms of attendance, with the past 3 seasons in particular breaking and remaining above the 13 Million people per year mark for the first time (see, statistics from The Broadway League, at https://www.broadwayleague.com/research/statistics-broadway-nyc/, last visited Sept. 15, 2017). Prior to the shutdown, the shows on Broadway had been getting bigger, driving even larger box office grosses from quarter to quarter. If this trend remained reversed, whether from pandemic-related causes or otherwise, during the period that the Company planned on exhibiting its Musicals, then that could potentially affect the projected revenues of those shows. Although the Company believes that the effects of the 2019-2020 coronavirus pandemic will have long since subsided and perhaps a cure available for COVID-19 by the time the Musicals would be ready to undertake production of their live stage debuts on Broadway and/or elsewhere, it is still not certain what lingering effects, if any, the pandemic may have on tourism to New York City and/or other locations where the Musicals may ultimately look to premier, thereby potentially affecting long-term attendance and/or ticket prices for the live shows.
With the emergence of live television musical specials and a foray of theatrical releases of classic movie musicals, interest in musicals has never been higher. Despite the foregoing dampening of attendance to live shows on Broadway and elsewhere, the Company believes that enthusiasm for live stage and theatrical performances is higher than ever, with passions stoked, in part, by the long absence of the artform’s availability to the public, creating even greater appeal for the Series. As a result of these trends the financial benefits have unlimited potential for a positive material effect on the operation.
We are creating a new paradigm of how musicals are promoted, funding is raised and popularity is increased. Where creative individuals with an idea and a musical, can share that on the world stage. All while marketing their show to millions through television and other mediums. Additionally, the musical world plays a larger part in the mainstream culture; creating hundreds of new jobs for talented artists, directors, set designers, costume designers, choreographers, lighting and audio directors, technical staff, ticket sellers, etc., all working in tandem for the benefit of these six shows on stage and off; generating interest upon creatives to write musicals for others to enjoy and participate in.
Opening Night Enterprises – Offering Circular | 34 |
An unlikely scenario which could impact the planned business operations of the Company would be an immediate decaying of the public’s interest in watching competition-style reality television programming. However, that does not seem likely given the ongoing success and proliferation of such series’ over the past decade (see, e.g., Comcast Spotlight Report, Trend Insights, ‘Is There Too Much TV, II: Unscripted Series’ Growing Popularity’ (2017), at http://www.comcastspotlight.com/sites/default/files/pdf/documents/Too_much_TV_vol2.pdf, last visited Sept. 15, 2017).
The Company’s business model is focused on two distinct segments of the entertainment industry, namely television and live theater. However, even more specifically, the Company’s business focuses on unscripted competition programing and musical theater. Aside from the recent pandemic and its effects on live theater throughout the world, both of these market niches have experienced continued growth in terms of value and viewership over the past several years and the Company’s Managers believe that now is a good time to be entering these marketplaces with a strong and unique product such as that of the Series and its accompanying Musicals.
As a result of the COVID-19 coronavirus pandemic hitting the major commercial centers of the western live theater world, namely New York City and London, in late 2019 through the present, there have been myriad changes, mostly bad, but also some positive, to both the theater industry and to the televised entertainment industry.
The theater industry at large have experienced nothing but negative ramifications as a result of the COVID-19 pandemic. The entire western live theater industry has effectively been shut down for months, with re-opening of the industry still somewhat uncertain the major theatrical centers of New York City and London are on opposite spectrums, with London’s West End theaters having reopened beginning in October of 2020 and New York’s Broadway theaters currently slated to remain closed until at least May 30, 2021. Not only have the theaters themselves been forced to close their doors, robbing the theater owners of all potential revenues, but crowd restrictions and shelter-in-place restrictions have foreclosed any ability for production professionals to rehearse or train together in order to be ready for any eventual re-opening of the theaters. All of the foregoing has obviously been devastating for the theater world. However, it will also have built anticipation and eagerness among theatergoers to see and interact with the theatrical world again.
On the television side of the entertainment industry, the COVID-19 pandemic has created numerous production obstacles, namely the mandated shutdown of all ongoing television productions in the major production centers throughout the world and the inability to properly plan for or undertake new productions or resume those that were shut down. Additionally, the uncertainty about federal and local government rulings, union stipulations have made producers and financiers fearful of being the first to undertake production coming out of the mandated lockdowns, as have the unknown future costs and availability of key industry protection policies such as completion bonds, production, general liability and other such insurance policies. The fact that even within the United States, each State is rolling out its own unique and widely varying set of film and television production protocols in response to the fear of the contraction and spread of coronavirus means that in addition to uncertainty, current and future productions now also face mounting costs from industry unions and state legislatures mandating that the productions pay for a host of new personnel including medically trained persons to take everyone’s temperatures, disinfection and enhanced cleaning protocols, more private trailers and other individualized confinement measures, the requirement to provide and wear masks, gloves and the like while on-set, the inability to have large or even entire production units on-set or working with each other at the same time and many other potential obstacles that will drive-up the overall costs of the productions and create uncertainty surrounding feasibility of production logistics, particularly on larger productions.
Despite the foregoing, the COVID-19 pandemic has certainly not all been bad news for the television industry. The shelter-in-place rules, combined with curfews, restrictions on crowd sizes and the closure of bars, restaurants, movie theaters, sporting and other forms of live entertainment venues, not to mention the massive loss of jobs and income has forced entire populations throughout the world to be at home with their televisions and this has meant record-breaking viewership for televised programing of all types and formats. Not only is television viewership way up, but it is being consumed at such a rapid rate, that people are on the hunt for new things to watch. As a result, there is increased demand for new content, such as the Series.
The Company’s managers believe that because the re-opening and then repopulating of the theaters with ready-to-go productions will take so long and even when it does occur, there will likely be capacity and ticketing restrictions due to social-distancing protocols, forcing ticket-prices to spike from their previous record levels, which will further drive down audience numbers and drive-up demand for theatrical content outside of the theaters. Furthermore, the Company’s managers believe that because so much of the theatrical world is centered around venues and performances in New York City and other major international city hubs, which were hit the hardest by the COVID-19 pandemic, and because people are so reluctant to travel by air as a result of the pandemic, even when the theaters do reopen, the audiences from across the globe may not be there to meet them. All of the foregoing supports the managers’ view that there will be an larger than normal portion of the population coming out of the pandemic that will have an enhanced desire to engage with the type of theatrical entertainment offered by the Series and there will also be increased demand from distributors for fresh television content. These are obviously positives for the Company and for the ability of the Series to find meaningful distribution and reach wider, more engaged theater audiences.
Opening Night Enterprises – Offering Circular | 35 |
Name | Position(s) | Age | Term of Office* | Approximate Hours per Week for Part- Time Employees*** |
Kristin Chenoweth | Manager, Talent (TV), Executive Producer (TV and Musicals) | 49 | Full-Time during the initial investor roadshow and during production of any TV Series and Musical in which she is participating as a producer or talent | |
Charles Jones II | Manager, CEO, Executive Producer (TV and Musicals) | 64 | Full-Time | |
Regina Dowling | Manager, Talent (TV), Executive Producer (TV and Musicals) | 49 | Full-Time during the initial investor roadshow and during production of any TV Series and Musical in which she is participating as a producer or talent | |
Senge Creates, Inc. (on behalf of Charles Senge) | Producer (TV), Director (TV) | 64 | ** | Full-Time during any TV Series or Musical that he is directing, otherwise any employment would be sporadic in nature only, as an outside consultant. |
Opening Night Enterprises – Offering Circular | 36 |
Kristin Chenoweth: Kristin Chenoweth won a Tony Award in 1999 for her Broadway performance as Sally Brown in You're a Good Man, Charlie Brown. In 2003, she received wide notice for originating the role of Glinda in the musical Wicked, including a nomination for another Tony. Her television roles have included Annabeth Schott in NBC's The West Wing and Olive Snook on the ABC comedy-drama Pushing Daisies, for which she won a 2009 Emmy Award for Outstanding Supporting Actress in a Comedy Series. Kristin also starred in the ABC TV series GCB in 2012. Kristin's stage work includes five City Center Encores! productions, Broadway's The Apple Tree in 2006, Promises, Promises in 2010 and On the Twentieth Century in 2015, as well as Off-Broadway and regional theatre. Chenoweth had her own sitcom Kristin in 2001, and has guest starred on many other television shows, including Sesame Street and Glee, for which she was nominated for Emmy Awards in 2010 and 2011. In films, she played significant roles in Bewitched (2005), The Pink Panther (2006) and RV (2006). She has also played roles in made-for-TV movies, such as Descendants (2015); done voice work in animated films such as Rio 2 (2014) and The Peanuts Movie (2015) along with the animated TV series Sit Down, Shut Up; hosted several award shows; and released several albums of songs, including A Lovely Way to Spend Christmas (2008), Some Lessons Learned (2011), Coming Home (2014) and The Art of Elegance (2016). Chenoweth also penned a 2009 memoir, A Little Bit Wicked.
Charles Senge: Charles “Chase” Senge is currently the principal of the eponymously named SengeCreates, Inc. Prior to starting his own company, Chase worked for 20 years as Senior Show Director for the Walt Disney Co., developing new shows and entertainment formats for their properties around the globe. His creative concepts and stage productions have been seen by millions of audience members throughout the United Sates, Asia, Europe and Latin America. In addition to directorial experience, Chase also has an extensive background in staging, choreography, lighting, scenery, costuming, and special effects. Chase currently operates through SengeCreates, Inc. providing consulting services to help third party companies create original productions for theatrical, touring and televised special events. Chase’s stage productions have been nominated for Broadway’s TONY Award and the NY Drama Desk Award, plus received the “Diamond Award of Excellence” for the Best Cruise Line Show, and the “Big E” award for Best Show from the international theme park industry (IAAPA). As a consultant, Chase’s theatrical and creative development expertise has been called upon to collaborate on new projects of numerous organizations, as well as to “ show doctor” existing productions. Chase has brought his unique creative approach to such clients as Broadway’s Nederlander Worldwide Entertainment, Universal Studios, Bally’s Casino Las Vegas, Macy’s Thanksgiving Day Parade, the Pasadena Tournament of Roses Parade, as well as Busch Entertainment Corp., Virgin Atlantic, IBM, the Rockefeller Group, and the noted creative think-tank Eureka Ranch. Chase is the only creative consultant noted in the Guinness Book of World Records.
Opening Night Enterprises – Offering Circular | 37 |
Opening Night Enterprises – Offering Circular | 38 |
Opening Night Enterprises – Offering Circular | 39 |
1. First, to the payment of the Running Expenses and Other Expenses. Running Expenses, as described herein shall include a Musical’s standard gross corridor participations1, which are typically payable to a limited range of key personnel, including the writer(s) of the Musical’s book, the Musical’s director, et. al. In a gross corridor format, the total weekly gross from a musical that end up being allocable to such participants is in the range of 11.5% - % to 18%. The producer’s management royalty (as described above) is 3% of the total 11.5% - 18% total gross corridor and, as also explained above, the producer’s share is usually 2 of the 3 percentage points and those 2% are shared among all of the Musical’s producers including any Managers who are producers.
Opening Night Enterprises – Offering Circular | 40 |
a. | The Managers may allocate Net Profits “off the top” to third parties in reasonable and customary arms-length transactions in consideration of services provided or rights contributed to the Musicals or any other production(s) as contemplated herein (these shall generally be in the form of Deferrals [as defined in the OPERATING AGREEMENT – EXHIBIT1A-2B – Article I (GLOSSARY) at “Deferments or Deferrals” and “Producer and Professional Deferrals or PPDs”]). There shall be no other distribution of Net Profits prior to their characterization as Adjusted Net Profits as defined immediately below. |
b. | The remainder of such Net Profits, if any, shall be deemed “Adjusted Net Profits” of the Company, and shall be applied as follows: |
i. | INVESTOR MEMBER’S NET PROFITS: An amount equal to 50% of Adjusted Net Profits shall be divided among the Investor Members of the Company, with each such Investor Member receiving that portion thereof as its Commitment bears to the amounts raised in the aggregate from all Investor Members; and |
ii. | MANAGERS’ NET PROFITS: An amount equal to 50% of the Adjusted Net Profits shall be paid to the Managers of the Company. The Managers shall have the right to allocate Manager’s Net Profits to themselves or any third parties in their sole discretion. |
Opening Night Enterprises – Offering Circular | 41 |
Name of Unitholder | Title of Class | Amount and Nature of Beneficial Ownership | Amount and Nature of Beneficial Ownership Acquirable | Percent of Class |
Kristin Chenoweth | Manager | 33.334% Voting Interest | N/A | 33.334% |
Charles Jones II | Manager | 33.333% Voting Interest | N/A | 33.333% |
Regina Dowling | Manager | 33.333% Voting Interest | N/A | 33.333% |
* The Mailing address for each such beneficial owner named above shall be as follows: c/o Ryan J. Lewis, Esq., 207 W. 25th Street, 6th Floor, New York, NY 10001
Name of Unitholder | Title of Class | Amount and Nature of Beneficial Ownership | Amount and Nature of Beneficial Ownership Acquirable | Percent of Class |
Kristin Chenoweth | Member | 33% Non-Voting Units | N/A | 33% |
Charles Jones II | Member | 33% Non-Voting Units | N/A | 33% |
Regina Dowling | Member | 33% Non-Voting Units | N/A | 33% |
Senge Creates, Inc. (on behalf of Charles Senge) | Member | 1% | N/A | 1% |
Opening Night Enterprises – Offering Circular | 42 |
Opening Night Enterprises – Offering Circular | 43 |
Opening Night Enterprises – Offering Circular | 44 |
Opening Night Enterprises – Offering Circular | 45 |
c. | The Managers may allocate Company Net Profits “off the top” to third parties in reasonable and customary arms-length transactions in consideration of services provided or rights contributed to the Series, or one or more Musicals, or other production(s) presented hereunder. There shall be no other distribution of Company Net Profits prior to their characterization as Company Adjusted Net Profits as defined immediately below. |
d. | The remainder of such Company Net Profits, if any, shall be deemed “Company Adjusted Net Profits”, and shall be applied as follows: |
i. | INVESTOR MEMBER’S COMPANY NET PROFITS: An amount equal to 50% of Company Adjusted Net Profits shall be divided among the Investor Members, with each such Investor Member receiving that portion thereof as its Commitment bears to the amounts raised in the aggregate from all Investor Members; and |
ii. | MANAGERS’ COMPANY NET PROFITS: An amount equal to 50% of the Company Adjusted Net Profits shall be paid to the Managers. The Managers shall have the right to allocate Manager’s Company Net Profits to themselves and/or any third parties in their sole discretion. |
Opening Night Enterprises – Offering Circular | 46 |
Opening Night Enterprises – Offering Circular | 47 |
Opening Night Enterprises – Offering Circular | 48 |
Opening Night Enterprises – Offering Circular | 49 |
Opening Night Enterprises – Offering Circular | 50 |
An Investor should be able to include in his or her amount “at risk” his or her cash contribution to the Company made from unborrowed funds or from proceeds of a borrowing that he or she is personally liable to repay, provided such borrowing is from a person who; (i) does not have an interest other than as creditor in the Company; and (ii) is not related, within the meaning of Code Section 168(e)(4)(D), to a person with a non-creditor-only interest in the Company (other than the Investor). If the above-discussed rules are followed, each Investor could reasonably expect to have sufficient amounts “at risk” in the Company to deduct his or her distributive share of any tax loss that may be experienced by the Company, to the extent of his or her cash capital contribution or the adjusted basis of property contributed to the Company. On the other hand, there is a risk that the “at risk” limitations would operate to defer the deduction for advertising costs paid with borrowed funds, if funds were borrowed to pay advertising costs.
Opening Night Enterprises – Offering Circular | 51 |
“Portfolio income” is a third classification of income, that was created by Congress (along with “active” income and “passive” income), which includes items such as interest, dividends, royalties and gains from the sale of property held for investment. Portfolio income, expenses, gains, and losses are excluded from the determination of net income or loss from a passive activity. For example, interest income earned by Company funds held in a bank account, or other interest-bearing instrument pending use in Company operations will be considered portfolio income, and when allocated, pro rata, among the Investors, it will not be offset by “passive” deductions, even though the passive deductions are generated by the Company.
Opening Night Enterprises – Offering Circular | 52 |
Opening Night Enterprises – Offering Circular | 53 |
Opening Night Enterprises – Offering Circular | 54 |
Opening Night Enterprises – Offering Circular | 55 |
Opening Night Enterprises – Offering Circular | 56 |
Opening Night Enterprises – Offering Circular | 57 |
PART F/S
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Members,
Opening Night Enterprises LLC.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Opening Night Enterprises, LLC (the “Company”) as of December 31, 2019 and 2018, the related statement of operations, members deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
Going Concern Matter
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the financial statements, the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ TAAD LLP
We have served as the Company’s auditor since 2020
Diamond Bar, California
October 23, 2020
Opening Night Enterprises – Offering Circular | 58 |
OPENING NIGHT ENTERPRISES, LLC
BALANCE SHEETS
December 31, 2019 | December 31, 2018 | |||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash and cash equivalents | $ | 331 | $ | 276 | ||||
Total Assets | $ | 331 | $ | 276 | ||||
LIABILITIES AND MEMBERS' EQUITY (DEFICIT) | ||||||||
Current Liabilities | ||||||||
Accrued expenses | $ | - | $ | 950 | ||||
Income tax payable | 800 | 800 | ||||||
Total Liabilities | 800 | 1,750 | ||||||
Members' Equity (Deficit) | ||||||||
Total members' equity (deficit) | (469 | ) | (1,474 | ) | ||||
Total Liabilities and Members' Equity (Deficit) | $ | 331 | $ | 276 |
The accompanying notes are an integral part of these financial statements.
Opening Night Enterprises – Offering Circular | 59 |
OPENING NIGHT ENTERPRISES, LLC
STATEMENT OF OPERATIONS
For the years ended December 31, | ||||||||
2019 | 2018 | |||||||
Revenue | $ | - | $ | - | ||||
Expenses | ||||||||
General & Administrative | 480 | 1,170 | ||||||
Professional Fees | 10,190 | 12,901 | ||||||
Total expenses | 10,670 | 14,071 | ||||||
Loss before taxes | (10,670 | ) | (14,071 | ) | ||||
Income tax expense | 900 | 800 | ||||||
Net loss | $ | (11,570 | ) | $ | (14,871 | ) |
The accompanying notes are an integral part of these financial statements.
Opening Night Enterprises – Offering Circular | 60 |
OPENING NIGHT ENTERPRISES, LLC
STATEMENT OF MEMBERS' EQUITY (DEFICIT)
FOR THE YEAR ENDED DECEMBER 31, 2019 AND 2018
Total | ||||
Members' | ||||
Equity (Deficit) | ||||
Ending Balance, December 31, 2017 | $ | (378 | ) | |
Contributions | 13,775 | |||
Distributions | - | |||
Net loss | (14,871 | ) | ||
Ending Balance, December 31, 2018 | (1,474 | ) | ||
Contributions | 13,275 | |||
Distributions | (700 | ) | ||
Net loss | (11,570 | ) | ||
Ending Balance, December 31, 2019 | $ | (469 | ) |
The accompanying notes are an integral part of these financial statements.
Opening Night Enterprises – Offering Circular | 61 |
OPENING NIGHT ENTERPRISES, LLC
STATEMENT OF CASH FLOWS
For the years ended December 31, | ||||||||
2019 | 2018 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net loss | $ | (11,570 | ) | $ | (14,871 | ) | ||
Changes in Operating Assets and Liabilities | ||||||||
Accrued expenses | (950 | ) | 200 | |||||
Net cash used in operating activities | (12,520 | ) | (14,671 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Member's contribution | 12,575 | 13,775 | ||||||
Net cash provided by financing activities | 12,575 | 13,775 | ||||||
Net increase in cash | 55 | (896 | ) | |||||
Cash, beginning of period | 276 | 1,172 | ||||||
Cash, end of period | $ | 331 | $ | 276 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||
Income tax paid | $ | - | $ | 800 | ||||
Interest expense | $ | - | $ | - |
The accompanying notes are an integral part of these financial statements.
Opening Night Enterprises – Offering Circular | 62 |
OPENING NIGHT ENTERPRISES LLC
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2019 and 2018
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
1. | Opening Night Enterprises, LLC (the Company) was formed under the laws of the State of California on December 12, 2016 and started operations on January 1, 2017. The Company has adopted a December 31 calendar year end for reporting requirements. |
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
2. | The Company was formed to create television programs that promote musical theater entertainment. The Company aims to blend television and certain mobile platforms with the musical theater industry, develop undiscovered creative teams and generate revenue in both television and live on stage realms. The Company has not had generated any revenues as of the report date. |
3. | Cash & Cash Equivalents for purposes of the statement of cash flows, include cash on hand, cash in checking and savings accounts with banks. All short-term debt securities with a maturity of three months or less are considered cash equivalents. |
4. | Use of Estimates-The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. |
5. | Leases that meet the criteria for capitalization are classified as capital leases. Leases that do not meet such criteria are classified as operating leases and related rentals are charged to expense as incurred. As of December 31, 2019 and 2018, there are no such leases. |
6. | Concentration of Cash and Credit Risk-The Company maintains corporate cash balances which, at times, may exceed federally insured limits. Management believes it is not exposed to any significant risk on its cash balances. At December 31, 2019 and 2018, the Company has no uninsured cash balances. |
7. | Advertising Costs are expensed in the year incurred. The Company incurred no advertising expense as of December 31, 2019 and 2018. |
8. | Fair Value of Financial Instruments-Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 820, "Fair Value Measurements and Disclosures", defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. |
9. | Cash and Cash Equivalents, Accrued Liabilities and Other Payables-The carrying amounts reported in the balance sheets for these items are a reasonable estimate of fair value. |
NOTE B - GOING CONCERN:
The Company has not yet generated any revenue since inception to date and has sustained operating loss of $11,570 and $14,871 during the years ended December 31, 2019 and 2018, respectively. The Company had a working capital deficit of $369 and an accumulated deficit of $26,341 as of December 31, 2019 and a working capital deficit of $1,474 and an accumulated deficit of $14,871 as of December 31, 2018. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.
Opening Night Enterprises – Offering Circular | 63 |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.
NOTE C - ACCRUED EXPENSES:
Accrued expenses amounted to $0 and $950 as of December 31, 2019 and 2018, respectively. Accrued expenses are accrued professional fee.
NOTE D – MEMBERS EQUITY:
Members of the Company contributed $13,775 and $13,275 for the year ended December 31, 2019 and 2018, respectively. Members of the Company withdrew $0 and $700 for the year ended December 31, 2019 and 2018, respectively.
NOTE E - INCOME TAXES:
Opening Night Enterprises, LLC is treated as a partnership for federal and state income tax purposes, with income taxes payable personally by the members. Accordingly, no provision has been made in these financial statements for federal income taxes for the Company. The State of California imposes a $800 minimum tax.
As a limited liability company, each member's liability is limited to amounts reflected in their respective member equity accounts in accordance with the Operating Agreement. The income allocable to each member is subject to examination by federal and state taxing authorities. In the event of an examination of the income tax returns, the tax liability of the members could be changed if an adjustment in the income is ultimately determined by the taxing authorities.
Certain transactions of the Company may be subject to accounting methods for income tax purposes that differ significantly from the accounting methods used in preparing the financial statements in accordance with generally accepted accounting principles. Accordingly, the taxable income of the Company reported for income tax purposes may differ from net income in these financial statements.
The Company has adopted FASB ASC 740-10 regarding accounting for uncertain income tax positions. Management is not aware of any tax positions that are more likely than not to change in the next 12 months, or that would sustain an examination by applicable taxing authorities.
The Company recognizes penalties and interest arising from uncertain tax positions as incurred in the statement of income and comprehensive income, which are none as of December 31, 2019.
The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed.
NOTE F – RECENT ACCOUNTING PRONOUCEMENTS
In August 2018, the FASB issued ASU 2018-13, “Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 modifies the disclosure requirements on fair value measurements from Accounting Standards Codification (“ASC”) 820, “Fair Value Measurement.” ASU 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Company does not expect the adoption of ASU 2018-13 to have a material impact on its consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes.” ASU 2019-12 eliminates certain exceptions within ASC 740, “Income Taxes,” and clarifies certain aspects of ASC 740 to promote consistency among reporting entities. ASU 2019-12 is effective for interim and annual reporting periods beginning after December 15, 2020, with early adoption permitted. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company is evaluating the impact that adoption of ASU 2019-12 will have on its consolidated financial statements.
Opening Night Enterprises – Offering Circular | 64 |
NOTE G- RETIREMENT PLAN:
The Company currently does not sponsor a retirement plan for its employees
NOTE H - COMMITMENTS AND CONTINGENCIES:
As of the date of the financial statements, the Company has not signed office facility leases.
NOTE I - FAIR VALUE MEASUREMENTS:
FASB ASC Topic 820 specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). In accordance with FASB ASC Topic 820, the following Summarizes the fair value hierarchy:
Level 1 Inputs-Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access.
Level 2 Inputs-Inputs other than the quoted prices in active markets that are observable either directly or indirectly.
Level 3 Inputs-Inputs based on prices or valuation techniques that are both unobservable and significant to the overall fair value measurements.
FASB ASC Topic 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurements. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs
As of December 31, 2019 and 2018, there were no assets and liabilities measured at fair value.
Opening Night Enterprises – Offering Circular | 65 |
OPENING NIGHT ENTERPRISES, LLC
BALANCE SHEETS
June 30, 2020 (Unaudited) | December 31, 2019 | |||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash and cash equivalents | $ | 305 | $ | 331 | ||||
Total Assets | $ | 305 | $ | 331 | ||||
LIABILITIES AND MEMBERS' EQUITY | ||||||||
Current Liabilities | ||||||||
Accrued expenses | $ | - | $ | - | ||||
Income tax payable | - | 700 | ||||||
Total Liabilities | - | 700 | ||||||
Total members' equity (deficit) | 305 | (369 | ) | |||||
Total Liabilities and Members' Equity | $ | 305 | $ | 331 |
The accompanying notes are an integral part of these financial statements.
Opening Night Enterprises – Offering Circular | 66 |
OPENING NIGHT ENTERPRISES, LLC
STATEMENT OF OPERATIONS
(UNAUDITED)
For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Revenue | $ | - | $ | - | $ | - | $ | - | ||||||||
Expenses | ||||||||||||||||
General & Administrative | 79 | 887 | 111 | 935 | ||||||||||||
Professional Fees | 15,915 | 5,537 | 15,915 | 6,487 | ||||||||||||
Total expenses | 15,994 | 6,423 | 16,026 | 7,421 | ||||||||||||
Loss before taxes | (15,994 | ) | (6,423 | ) | (16,026 | ) | (7,421 | ) | ||||||||
Income tax expense | 100 | 100 | 100 | 100 | ||||||||||||
Net loss | $ | (16,094 | ) | $ | (6,523 | ) | $ | (16,126 | ) | $ | (7,521 | ) |
The accompanying notes are an integral part of these unaudited financial statements.
Opening Night Enterprises – Offering Circular | 67 |
OPENING NIGHT ENTERPRISES, LLC
STATEMENT OF MEMBERS' EQUITY(DEFICIT)
FOR THE QUARTER ENDED JUNE 30, 2020 AND 2019 (UNAUDITED)
Total | ||||
Members' | ||||
Equity(DEFICIT) | ||||
Ending Balance, March 31, 2020 | $ | (401 | ) | |
Contributions | 16,800 | |||
Distributions | - | |||
Net loss | (16,094 | ) | ||
Ending Balance, June 30, 2020 | $ | 305 | ||
Total | ||||
Members' | ||||
Equity(DEFICIT) | ||||
Ending Balance, March 31, 2019 | $ | (1,422 | ) | |
Contributions | 7,350 | |||
Distributions | - | |||
Net loss | (6,523 | ) | ||
Ending Balance, June 30, 2019 | $ | (595 | ) |
The accompanying notes are an integral part of these unaudited financial statements.
Opening Night Enterprises – Offering Circular | 68 |
OPENING NIGHT ENTERPRISES, LLC
STATEMENT OF MEMBERS' EQUITY(DEFICIT)
FOR THE TWO QUARTERS ENDED JUNE 30, 2020 AND 2019 (UNAUDITED)
Total | ||||
Members' | ||||
Equity(DEFICIT) | ||||
Ending Balance, December 31, 2019 | $ | (369 | ) | |
Contributions | 16,800 | |||
Distributions | - | |||
Net loss | (16,126 | ) | ||
Ending Balance, June 30, 2020 | $ | 305 | ||
Total | ||||
Members' | ||||
Equity(DEFICIT) | ||||
Ending Balance, December 31, 2018 | $ | (1,474 | ) | |
Contributions | 8,400 | |||
Distributions | - | |||
Net loss | (7,521 | ) | ||
Ending Balance, June 30, 2019 | $ | (595 | ) |
The accompanying notes are an integral part of these unaudited financial statements.
Opening Night Enterprises – Offering Circular | 69 |
OPENING NIGHT ENTERPRISES, LLC
STATEMENT OF CASH FLOWS (Unaudited)
For the six months ended June 30, | ||||||||
2020 | 2019 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net loss | $ | (16,126 | ) | $ | (7,521 | ) | ||
Changes in Operating Assets and Liabilities: | ||||||||
Accrued expenses | �� | - | - | |||||
Income tax payable | (700 | ) | (800 | ) | ||||
Net cash used in operating activities | (16,826 | ) | (8,321 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Member's contribution | 16,800 | 8,400 | ||||||
Net cash provided by financing activities | 16,800 | 8,400 | ||||||
Net increase (decrease) in cash | (26 | ) | 79 | |||||
Cash, beginning of period | 331 | 276 | ||||||
Cash, end of period | $ | 305 | $ | 355 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||
Income tax paid | $ | - | $ | - | ||||
Interest expense | $ | - | $ | - |
The accompanying notes are an integral part of these unaudited financial statements.
Opening Night Enterprises – Offering Circular | 70 |
OPENING NIGHT ENTERPRISES LLC
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2020 (Unaudited)
NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
1. | Opening Night Enterprises, LLC (the Company) was formed under the laws of the State of California on December 12, 2016 and started operations on January 1, 2017. The Company has adopted a December 31 calendar year end for reporting requirements. |
2. | The Company was formed to create television programs that promote musical theater entertainment. The Company aims to blend television and certain mobile platforms with the musical theater industry, develop undiscovered creative teams and generate revenue in both television and live on stage realms. The Company has not generated any revenues. |
3. | Basis of Presentation The summary of significant accounting policies presented below is designed to assist in understanding the Company’s unaudited financial statements. Such unaudited financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying unaudited financial statements. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America were omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The results for the six months ended June 30, 2020, are not necessarily indicative of the results to be expected for the year ending December 31, 2020. |
These unaudited financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2019. The accompanying balance sheet as of December 31, 2019, has been derived from the Company’s audited financial statements as of that date.
4. | Cash & Cash Equivalents for purposes of the statement of cash flows, include cash on hand, cash in checking and savings accounts with banks. All short-term debt securities with a maturity of three months or less are considered cash equivalents. |
5. | Use of Estimates-The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. |
6. | Leases that meet the criteria for capitalization are classified as capital leases. Leases that do not meet such criteria are classified as operating leases and related rentals are charged to expense as incurred. As of June 30, 2020, there are no such leases. |
7. | Concentration of Cash and Credit Risk-The Company maintains corporate cash balances which, at times, may exceed federally insured limits. Management believes it is not exposed to any significant risk on its cash balances. At June 30, 2020, the Company has no uninsured cash balances. |
8. | Advertising Costs are expensed in the year incurred. The Company incurred no advertising expense as of June 30, 2020. |
9. | Fair Value of Financial Instruments-Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 820, "Fair Value Measurements and Disclosures", defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. |
10. | Cash and Cash Equivalents, Accrued Liabilities and Other Payables-The carrying amounts reported in the balance sheets for these items are a reasonable estimate of fair value. |
11. | Recent Accounting Pronouncement |
The management believe the recently issued but not yet adopted accounting pronouncements will not have a material impact on its financial position results of operations or cash flows.
Opening Night Enterprises – Offering Circular | 71 |
NOTE B-GOING CONCERN:
The Company has not yet generated any revenue since inception to date and has sustained operating loss of $16,094 and $6,523 during the three months ended June 30, 2020 and 2019, respectively. The Company has sustained operating loss of $16,126 and $7,521 during the six months ended June 30, 2020 and 2019, respectively. The Company had a working capital of $305 and members’ equity of $305 as of June 30, 2020 and a working capital deficit of $369 and members’ equity of $(369) as of December 31, 2019. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
NOTE C-INCOME TAXES:
Opening Night Enterprises, LLC is treated as a partnership for federal and state income tax purposes, with income taxes payable personally by the members. Accordingly, no provision has been made in these financial statements for federal income taxes for the Company. The State of California imposes a $800 minimum tax.
As a limited liability company, each member's liability is limited to amounts reflected in their respective member equity accounts in accordance with the Operating Agreement. The income allocable to each member is subject to examination by federal and state taxing authorities. In the event of an examination of the income tax returns, the tax liability of the members could be changed if an adjustment in the income is ultimately determined by the taxing authorities.
Certain transactions of the Company may be subject to accounting methods for income tax purposes that differ significantly from the accounting methods used in preparing the financial statements in accordance with generally accepted accounting principles. Accordingly, the taxable income of the Company reported for income tax purposes may differ from net income in these financial statements.
The Company has adopted FASB ASC 740-10 regarding accounting for uncertain income tax positions. Management is not aware of any tax positions that are more likely than not to change in the next 12 months, or that would sustain an examination by applicable taxing authorities.
The Company recognizes penalties and interest arising from uncertain tax positions as incurred in the statement of income and comprehensive income, which are none as of June 30, 2020.
The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed.
NOTE D-RETIREMENT PLAN:
The Company currently does not sponsor a retirement plan for its employees
NOTE E-COMMITMENTS AND CONTINGENCIES:
As of the date of the financial statements, the Company has not signed office facility leases.
NOTE F-FAIR VALUE MEASUREMENTS:
FASB ASC Topic 820 specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). In accordance with FASB ASC Topic 820, the following Summarizes the fair value hierarchy:
Level 1 Inputs-Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access.
Level 2 Inputs-Inputs other than the quoted prices in active markets that are observable either directly or indirectly.
Level 3 Inputs-Inputs based on prices or valuation techniques that are both unobservable and significant to the overall fair value measurements.
Opening Night Enterprises – Offering Circular | 72 |
FASB ASC Topic 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurements. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs
As of June 30, 2020, there were no assets and liabilities measured at fair value.
NOTE G-MEMBERS’ EQUITY:
The member of the Company contributed $16,800 and $8,400 during the six months ended June 30, 2020 and 2019, respectively.
Opening Night Enterprises – Offering Circular | 73 |
PART III – EXHIBITS
INDEX TO EXHIBITS | |
Exhibit 1A-2A * | Articles of Organization – Opening Night Enterprises, LLC (California) |
Exhibit 1A-2B^^^ | Revised Operating Agreement – Opening Night Enterprises, LLC |
Exhibit 1A-4^^ | Revised Subscription Agreement with Attached Investor Questionnaire |
Exhibit 1A-6 *** | JumpStart Selling Agreement |
Exhibit 1A-6A^ | COYOTE Stage Production Rights and Musical Option & Purchase Agreements |
Exhibit 1A-6B^ | ONCE UPON A RHYME Stage Production Rights and Musical Option & Purchase Agreements |
Exhibit 1A-6C^ | THE KING’S CRITIQUE Stage Production Rights and Musical Option & Purchase Agreements |
Exhibit 1A-6D^ | LEGEND OF ARAHMA Stage Production Rights and Musical Option & Purchase Agreements |
Exhibit 1A-6A(i) # | COYOTE Short Form Assignment (Author 1) |
Exhibit 1A-6A(ii) # | COYOTE Short Form Assignment (Author 2) |
Exhibit 1A-6B(i) # | ONCE UPON A RHYME Short Form Assignment |
Exhibit 1A-6C(i) # | THE KING'S CRITIQUE Short Form Assignment |
Exhibit 1A-6D(i) # | LEGEND OF ARAHMA Short Form Assignment (Author 1) |
Exhibit 1A-6D(ii) # | LEGEND OF ARAHMA Short Form Assignment (Author 2) |
Exhibit 1A-8^^ | Revised Escrow Agreement with PrimeTrust |
Exhibit 1A-11^^^ | Auditor Consent Letter for Use of Incorporated Audit Report |
Exhibit 1A-12 * | Legal Opinion Letter of Feldman, Golinski, Reedy + Ben-Zvi, PLLC |
^ | Provided herewith. |
* | Previously filed as Exhibits to the Form 1-A filed on December 29, 2017. |
** | Previously filed as Exhibit to the Form 1-A/A Amendment No. 3 filed on April 19, 2018. |
*** | Previously filed as Exhibit to the Form 1-A/A Amendment No. 5 filed on January 23, 2019. |
^^ | Previously filed as Exhibit to the Form 1-A Post-Qualification Amendment No. 3 on August 7, 2020. |
^^^ | Previously filed as Exhibits to the Form 1-A Post-Qualification Amendment No. 4 on November 13, 2020. |
# | Previously filed as Exhibits to the Form 1-A Post-Qualification Amendment No. 5 on December 11, 2020. |
Opening Night Enterprises – Offering Circular | 74 |
SIGNATURES
Pursuant to the requirements of the Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sierra Madre, State of California, on January 8, 2021.
Opening Night Enterprises, LLC | ||||||
By: | /s/ CHARLES JONES II
| |||||
Name: | Charles Jones II | |||||
Title: | Managing Member and Chief Executive Officer |
This offering statement has been signed by the following persons in the capacities and on the dates as indicated.
Name | Title | Date | ||
/s/ CHARLES JONES II | Managing Member, Chief Executive Officer (Principal Executive Officer) and Chairman of | January 8, 2021 | ||
Charles Jones II | the Board | |||
/s/ CHARLES JONES II | Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer and Principal | January 8, 2021 | ||
Charles Jones II | Accounting Officer) | |||
/s/ REGINA DOWLING | Managing Member, establishing Majority of Governing Body of Opening Night Enterprises LLC | January 8, 2021 | ||
Regina Dowling |
Opening Night Enterprises – Offering Circular | 75 |