American Pride Investor Materials

Financing American Pride

Making Your Alternative Investment Sing

What is an Alternative

Investment?

Alternative investment is a term typically used by investors to describe investments other than stocks and bonds. Strategies commonly classified as alternative investments include private equity, leveraged buy-out (LBO) funds, arbitrage strategies, hedge strategies and "event driven" strategies.

Alternative investments are often considered by institutional investors as alternatives with potentially less risk than investments in venture capital, commercial real estate, distressed securities and junk bonds. The drawbacks include potential one time losses from rare events and high management fees.

Why Alternative Investing?

With current stock market trends, analysts have been advising investors to remove capital from investing in Wall Street due to predictions of tax increases post-2008 election(regardless of party).

Alternative Investments, like indie films, offer a quicker rate of return (5-7 years) at about 20% than traditional investments.

Alt. Investing has no-correlation to recession; people go to movies regardless of the state of the economy.

Independent Film Financing

Most independent films are financed beforedistribution is secured.

Distributors prefer to track projects as they progress.

Film festivals are not just for skiing, celebrities and French beaches. They build demand for the film and drive up higher return on investment (ROI).

AMERICAN PRIDE

A documentary film about the long,

rocky road for gay country singers.

Created by: Larry Dvoskin

He was only a lavender cowboy,

The hairs on his chest were two,

But he wished to follow the heroes

And fight like the he-men do.

Lavender Cowboy, 1939

It started with an unlikely ad in a Nashville weekly: LOOKING FOR GAY COUNTRY SINGER.

A joke, right? Larry Dvoskin, an openly gay Grammy-nominated songwriter and producer (Ricky Martin, David Bowie, Van Halen) placed the ad, almost on a lark. He didnt know what to expect. A few crank phone calls? A Dolly Parton drag queen? What he didnt foresee was thousands of calls from aspiring musicians, singers and songwriters, spilling their guts into his answering machine.

What they had to say was heartbreaking, riveting and inspiring. What happens when youre born gay and country? No gay person in his or her right mind would choose a career in country music. Country music is a way of life, a manner of communication, a family tradition, bred into people like their genes. But its for, byand about folks from a part of the world that doesnt take kindly to gays. It is a conservative and homophobic milieu, to say the least.

Or so Dvoskin thought ...

AMERICAN PRIDE will follow the lives and dreams of several of the gay country musicians and singers who responded to Dvoskins ad. Some are openly gay, others are just coming out. Well explore their struggles to transcend stereotypes and gain acceptance into one of the last arenas that still excludes them, country music. Our cameras will follow their journey as they kick down doors, armed with raw talent and a determination to have their voices heard.

We follow Dvoskin as he visits the farms and honky tonks of Small Town, USA, to meet a handful of the hopeful artists who responded to his ad. These performers will be chosen from among the hundreds of audition tapes and inquiries Dvoskin has received.

AMERICAN PRIDE is a hard, honest, dramatic look at a group of performers who have all the talent and drive in the world. But, because of who they are, they are excluded by an industry and a culture from chasing the fable of the American Dream. We follow each of these singers are they try to reconcile two halves of a life that dont quite fit.

Here are two of the characters well meet with AMERICAN PRIDE:

Brian Glennwas born in Cadillac, Michigan, and has been performing since the age of 11. Brians has done session work with legendary Grand Ole Opry stars. He has taken the Opry stage to perform hundreds of times, and has appeared on the nationally televised portion of the Opry about 20 times. A former member of Country legend Marty Stuarts band The Fabulous Superlatives, Brian is now playing bass in the house band for NBCs Nashville Star airing Summer 08. No stranger to this business, Brian takes the stage with a fresh-faced ambition, combined with the easy-going confidence and delivery of a seasoned professional.

Jessica Allen Wrightis the youngest of three children from Plano, Texas. She grew up listening to music of every kind, from oldies and '90s pop to country and showtunes. When she was 18, Jessica joined the Navy, but had to return home one year later when she was hurt on board her submarine in the Persian Gulf. Lucky for her, her highschool sweetheart and girlfriend of three years was still back in Texas waiting for Jessica to return home. Jessica sings at local bars and venues on the weekend, but works a full-time job at her dad's car dealership. Jessica dreams of becoming the next American Country Star, just like her inspiration, Carrie Underwood.

Interwoven with these main characters we also explore the backstories of other unlikely country artists, performers such as Charlie Pride, the Dixie Chicks, k.d. lang. They have all managed to maintain their own identities in Music City and have enjoyed Nashvilles warm embrace, but have also been given the cold shoulder for being too much of who they are.

K.D. LANG , the most famous openly gay country singer, shares her dance with Nashville: I did have an understanding of what country music was because I grew up on the plains of Canada. The essence of country music is a product of a certain existence lifestyle that relates to the earth and to other people in the community to a farming existence, which I grew up in. I felt like I had the right to take country music and speak on it because I am a product of the prairies. I was this, this unbridled horse going for it. A little rebellious, but at the same time I cant make the point strong enough I did respect and love country music. Many of them hated me for it, but many more loved me.

WILLIE NELSON , countrys favorite outlaw, is famous for his cowboy songs, from the signature Mammas Dont Let Your Babies Grow Up to Be Cowboys to My Heroes Have Always Been Cowboys. In AMERICAN PRIDE, Nelson talks about why he pulled the Ned Sublette song Cowboys Are Frequently, Secretly (Fond of Each Other) out of the closet after 20 years. The song is the first gay cowboy song sung by a major recording artist, and Nelson sang it to show his support for gays, but also to reach out to a long-time friend. Nelson also contributed He was a Friend of Mine to theBrokeback Mountainsoundtrack. We sit with Nelson on his tour bus as he recounts, with his trademark dry wit, how Nashville reacted to these edgy songs, and why they have particular meaning for him.

DOLLY PARTONsimilarly took flack for singing Travelin Thru, for the filmTransamerica , about a transgender woman. Partons indefatigable charm and Oscar nomination cooled the heels of her narrow-minded critics. Parton has always embraced her large gay following; she appears in gay publications, and her fans organize an annual gay and lesbian day at her amusement park, Dollywood. She says gay men in particular are drawn to her trademark, flamboyant appearance. Shes at ease bucking the Nashville norm. Ive always been a freak and different, oddball even in my childhood and my own family, so I can relate to people who are struggling and trying to find their true identity, Parton says. I do not sit in the seat of judgment ... I love people for who they are. Were all Gods children.

We visit country station WXBX in Johnson City, Tennessee, which offers a forum for listeners to speak their minds about Willie and Dollys gay songs. We got the sense that the audience was disappointed in these artists. For our purposes, we probably wouldnt be interested in much airplay, said station manager Bill Hagy, noting that Parton and Nelson arent really mainstream country artists anymore. In my opinion, said country fan Jamie Billman, it does kind of offend what country music stands for. One listener, who calls himself Hank, said, in a discussion on country hitmaker Kenny Chesneys sexuality: Chesney is gay and I will never, and you can quote me, never play Kenny Chesney songs as long as I live. What a homo, what a disgrace to country music. Thanks to people like him country is dying fast.

THE GRAND OLE OPRYhas been the most public face of country music for 116 years. But the historic weekly stage and radio show has never been very open-minded. Women were forbidden to wear anything but floor-length, gingham dresses until 1970. And you wouldnt find any female hosts, either. For all of her popular success, k.d. lang made but one appearance on the show. Once the home of the Opry, the Ryman Auditorium is the mother church of country music. To play the Ryman is to have arrived in Nashville. We follow our hopeful artists as they prepare for and perform a historic concert at the Ryman. These young performers will be feeling more than standard-issue stage fright; theyre putting themselves on the line in a way no other country artist has. The last taboo in country music is about to be challenged.

Through music and personal stories, we enter into the heart of the heartland with AMERICAN PRIDE. Just as the midterm elections put blue politicians in control of Congress, and overturned long term red state strongholds, American Pride proves that integrated into the fabric of our culture, there is diversity. We celebrate these differences through the power of music and storytelling. This documentary is sure to generate enormous controversy in fact, it invites it. If we can shake things up a bit, chip away at a couple of walls, discussion is sure to flow. Music brings people together, and were convinced these charismatic artists have what it takes, despite the odds, to seize the dream of their AMERICAN PRIDE.

When word of AMERICAN PRIDE hit the street,20/20 , CBS, VH-1, CNN,Rolling Stone ,Entertainment Weekly , ABC News, MSNBC,Out ,The Advocate ,New York Times ,Country WeeklyandAccess Hollywoodexpressed interest in producing stories on the show.

Creator and Executive Producer

Larry Dvoskinis a Grammy nominated music producer whose songs have sold over 17 million records worldwide with a wide range of superstars including David Bowie, Van Halen, Brandy, Ricky Martin, Meredith Brooks, Beach Boys, David Charvet, Meredith Brooks. He is a professor at New York University teaching songwriting, and sits on the executive board of the Music for Youth Foundation, which honored Bob Dylan at Avery Fisher Hall in this November. As a film and television producer he is represented by Mark Itkin of The William Morris Agency.

Director/Producer

Morgan Nevilleis an Award-winning documentary filmmaker whose Tremolo Productions who has produced a variety of shows for clients such as PBS, A&E, VH1, BBC, Channel 4, CMT and others for a decade. Neville has directed documentaries that specialize in cultural subjects. His first theatrical documentary was the award-winning featureShotgun Freeway: Drives Thru Lost L.A. , an examination of the meaning of history in the City of Angels. His film about novelist John Steinbeck won critical praise and remains the most comprehensive film on the author. Recently, through a series on films on important music subjects (including The Brill Building, Sam Phillips and Sun Records, Nat King Cole, Brian Wilson, Leiber & Stoller, and Burt Bacharach), Neville has

sought to document the stories of songwriters and producers who helped shape 20 thcentury music. This also includes the Grammy-nominatedMuddy Waters Cant Be Satisfiedand the Emmy-WinningHank Williams: Honky Tonk Blues , both of which aired on PBS American Masters Series. For A&E, Neville has recently directed specials such asHonky Tonk Angels: Women in Country MusicandHollywood Home Movies , a history of the movie business using found footage. Additionally, Neville has also produced various projects for cultural institutions such as The Los Angeles County Museum of Art, The J. Paul Getty Museum and The Country Music Hall of Fame and Museum. Neville is finishing production on a documentary about the influential Ferus Gallery, which helped give rise to Los Angeles art scene.

Executive Producer

Cactus Threeexecutive produces high-end documentary films and non-fiction programming. Founded in 2003 by Julie Goldman, Krysanne Katsoolis and Caroline Stevens, Cactus offers a unique blend of production and co-production expertise, creatively developing projects as well as securing both funding and distribution. Cactus has developed a model that minimizes the financial risk of production by identifying the most appropriate partners on a global basis and tailoring each project to specific distributors, broadcast strands, private equity investment sources and end users to maximize revenue. Recently completed productions includeWhat Remains ,loudQUIETloud ,Once in a LifetimeandSketches of Frank Gehry .What Remains , a film about

the life and work of renowned and controversial photographer Sally Mann, was co-produced with HBO and BBC and had its world premiere at the 2006 Sundance Film Festival.loudQUIETloud,directed by Steven Cantor and Matthew Galkin, chronicles the Pixies recent reunion tour. Filmed over the course of a year on the road and off,loudQUIETloudis an intimate look at one of the most original, iconic and popular bands to come along in the past 20 years. Produced by John Battsek (Academy Award-winningOne Day in September ) and released by Miramax Films in July 2006,Once in a Lifetimeis the incredible story of the rise and fall of the New York Cosmos soccer team during the height of the glory, glamour and debauchery of 1970s New York.Sketches of Frank Gehry , Sydney Pollacks first feature documentary profiles the master architect and enjoyed a successful theatrical release by

Sony Classics following the Cannes Film Festival premiere in May 2006. Other recent productions include the acclaimed HBO seriesFamily Bondsdirected by Steven Cantor, Susan KaplansThree of Hearts , which was released in 2005 by THINKFilm and premiered in 2006 on NBC/Bravo, and 2005 Tribeca Film Festival stand-outsPUNK: attitude(Independent Film Channel (IFC)/Fremantle/3DD ) directed by Don Letts, and Lewis LaphamsThe American Ruling Class(BBC/Sundance Channel) directed by John Kirby. Previous productions include John LandisSlasher(IFC),Honky Tonk Blues: the Life and Death of Hank Williams(PBS/BBC) directed by Morgan Neville and Ken Bowsers Cannes Film Festival premiereEasy Riders, Raging Bulls(Trio/BBC/TF1) based on Peter Biskinds bestselling book. Films currently in production include

Alexis(A&E/Channel Four) directed by Matthew Barbato and produced by Nikki Parrott,Cat Dancers(HBO) directed by Harris Fishman, Doan HoangsHomeland(ITVS) and BBC co-productionsDmitriydirected by Jason Hutt and produced by Michel Negroponte ( Jupiters Wife ) andOffice Tigersdirected by Liz Mermin ( The Beauty Academy of Kabul ). Cactus is developing several new feature documentaries includingMake My Comedy Black: the Story of National Lampoon ,Bling - A Planet Rock with Kanye West and Rebels on the Backlotbased on Sharon Waxmans highly acclaimed bestseller. Cactus is also handling international sales on Gary Tarns acclaimed documentaryBlack Sun , which premiered at the 2005 Toronto Film Festival, Jaci JudelsonsTina Barney: Social Studies , and a slate of feature

documentaries produced for IFC includingThis Film is Not Yet Rateddirected by Kirby Dick and Eddie Schmidt (2005 Academy Award nominatedTwist of Faith ) which had its world premiere at the 2006 Sundance Film Festival, Lesli KlainbergsFabulous The Story of Queer Cinema , which premiered at the 2006 Berlin Film Festival andWanderlustdirected by Shari Springer Berman and Robert Pulcini ( American Splendor ).

YEAR 1: 7/15/08 to 7/14/09

PROPERTIES

* Feature Documentary Film

* 1 Hour Television Special--Grand Ole Opry finale concert in Nashville

* DVDs, CDs, Digital music sales--Soundtrack /Solo albums released worldwide on Sony Records Digital.

* Advertising and sponsorship revenue from Online Websites, and Mobile phone Moxy Q users/advertisers.

* A specially written fictional book about a superstar struggling to accept his/her gay identity and come out

* Ancillary products--merchandise sold online, at live events, record stores--such as clothing, hats, posters, calendars, etc.

* Live concert tour booked through William Morris Agency

REVENUE STREAMS

* Investors will receive 100% return of investment in first position off of all revenue plus 20%. After the 120% return is met, investor receives a para pasu return with all producers at X% net position.

* DVD sales. Gay independent films usually generate 4x return for investors.

* Film Licensing rights overseas- territory by territory theatrically and television rights

* Television Special rights- revenue from concert special

* Advertising & Sponsorships- American Pride Website links to EW.com, AOL.com, Facebook.com and generates revenue via banner & skyscraper ads as well as DVD and on site events signage.

* Digital and hard copy music sales- A casting album of performers released during the making of film ensures that press and marketing of film drives consumers to purchase music when they first hear it or are interested.

* T Shirts, hats, posters, and other ancillary products for consumers to purchase online, at live events, and stores.

* Possibility of ticket sales from theatrical release of film, and live tour.

* A winners album released summer 09

* Book sales from work specially created for phase two feature film.

* Ringtone sales and texting revenue from consumers downloading, voting, etc.

* International Format rights

YEAR 2: 7/15/09 to 7/14/2010

PROPERTIES

* Theatrical Feature Film--A Gay Walk The Line!

* A Book from which the film is based

* DVDs of new Film, CD Soundtrack album

* New and Continued Advertising and sponsorship revenue from Online Websites, and Mobile phone

* Moxy Q users/advertisers.

* Ancillary products- merchandise sold online, at live events, record stores- such as clothing, hats, posters, calendars, etc.

* Ringtones

* Live concert tour booked through William Morris Agency

REVENUE STREAMS

* Investors will receive 100% return of investment in first position off of all revenue plus 20%. After the 120% return is met, investor receives a para pasu return with all producers at X% net position.

* DVD sales of new feature film. Gay independent films usually generate 4x return for investors from post theatrical DVD sales alone.

* Overseas Licensing rights--territory by territory theatrically and TV.

* Continued Revenue from Feature Documentary; 1 Hour Television Special; American Pride year one DVDs, CDs, Digital music sales- Soundtrack /Solo albums.

* Advertising & Sponsorships--American Pride Website links to EW.com, AOL.com, Facebook.com and generates revenue via banner & skyscraper ads as well as DVD and on site events signage.

* Digital and hard copy music sales--Soundtrack album for new film as well as continued revenue from previous winners and casting albums.

* T Shirts, hats, posters, and other ancillary products for consumers to purchase online, at live events and stores.

* Ticket sales from theatrical release of film.

* Book sales

* Ringtone sales and texting revenue from consumers.

* International Format rights

YEAR 3: 7/15/2010 to 7/14/11

PROPERTIES

* Hip Hop Brand of AMERICAN PRIDE commences triggering similar two year cycle. Followed in subsequent cycles by other genres where this concept is groundbreaking, historic, entertaining.

REVENUE STREAMS

* Same as with Country, Hip Hop Brand of AMERICAN PRIDE creates multi-platform revenue streams for investors from wide range of consumer interfaces Film, DVD, CD, Ringtones, Ancillary Merchandise.

* Revenue Streams from Advertisers and Sponsors re-upping or signing on for an increased commitment based on success of previous cycle.

Angel investing will help pay for development of additional funds.

Private investors and other production companies will pay for 50% of the production, allowing the film to be shot.

Finally, 40% of the budget will be paid by a distributor in advance for rights to the film prior to going to the festivals OR we will seek to get completion funds from additional investors or private companies.

1 share = 1%

1% = $20,000.00

50% of the film will be sold to the investors.

50% is retained by the production company to be used for equity shares given to talent, crew, producers, etc.

Minimum is $100,000.00

35% of below-the-line costs are available as a tax credit.

Below-the-line costs are eligible, so in our case, at the $992K budget, $710,000 is eligible, which works out to $248,500.

It is fully refundable, which means that even if we owe $0 in taxes after all is said and done, the balance of the tax credit still would go to us.

Youd get refunded part of your investment after 2009, before weve even started the festival circuit!

Supporting independent filmmaking as art while being a part of the filmmaking experience itself.

Visits to the set with you and your friends

Seeing the process

Going to festival screenings and events

Possible executive producer credit (if the investment is over $500,000).

Weekly status reports on progress

Profit. The percentage of ownership can turn into yearly profit based on DVD sales, Online Sales, OnDemand, Television, etc. It can take years, but the money can add up. (*Angel-funders receive their money back immediately upon sale of the film; however, they get to keep their shares in perpetuity.)

At the end of the year, American Pride Productions will issue a Schedule K for your itemized taxes. Youll be able to write off your investment for the fiscal year.

Thereafter, should the film be purchased at a profit, or a percentage of revenue begins to come in, you will receive a 1099-Misc detailing the income made. Payments will be made on a quarterly basis.

American Pride Productions will maintain control of the project both creatively and financially. While advisement by others is always encouraged, this project is built on vision and such vision must be executed with good faith given to the people behind it.

Financial reports will be given after the film is completed in its entirety. It will be certified by a CPA.

An experienced bookkeeper/production accountant will maintain the financial control of the project, similar to a comptroller at a company. There will be a clear and strict spending policy established on DAY ONE.

Movies dont sell overnight. However, the strategy is focused on building buzz, then demand, then sell to distributor as a buy-out acquisition (Similar to the films mentioned within)

Movies are usually purchased with some monies by the distributor, but with a profit sharing plan.

Likely Scenario

Movie gets acquired by a top-tier distribution company (Sony Pictures Classics, The Weinstein Company, Paramount Vantage, etc).

All angel funders are paid back, American Pride Productions receives profit sharing with distributor.

American Pride Productions pays gross proceeds to angel funders respectively.

First monies in/first out!

Alternative Plan

AMERICAN PRIDE utilizes distribution model set up with the distributors who have signed letters of intent.

We co-distribute with various distributors in different markets (TV, Theatrical, US, Europe, Asia, etc)

Help finance us:

Review materials atamericanpride.tv

Consult with your financial advisor

Send a check, fill out an agreement (its first monies in/first out!)

Commit to step financing: a little bit now, a little bit later

Business

American Pride Investor Materials