_____________________
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: | 8 |
9. Rights of First Refusal and First Notice: | 8 |
10. Special Note Regarding Forward-Looking Statements: | 8 |
11. Prior Performance: | 8 |
12. Tax Ruling: | 8 |
RISK FACTORS | 9 |
North American Securities Administrators Association Uniform Legend | 9 |
Non-Transferability of Units | 9 |
No Assurance of Adequate Capitalization | 10 |
No Assurance of Recovery of Capital or Payment of Profits | 10 |
Uncertainty of Critical or Public Acceptance Minimized | 10 |
The Company Has No Operating History | 10 |
New Business Model | 10 |
Limited Business Purpose of Company | 10 |
Single Purpose Entities | 11 |
No resale Market of Disposition of Units | 11 |
No Assurance | 11 |
Subsidiary Rights Income Is Uncertain | 11 |
No Distribution Currently In Place | 11 |
Potential Conflict Of Interest | 11 |
Contributions to the Capital of the Limited Liability Company | 12 |
Managers Control | 12 |
Abandonment or Close of Production | 12 |
Managers' Right to Obtain and Make Loans | 12 |
Production of Musical at Minimum Capitalization Reduces Chance of Success | 12 |
Risk of Non-Contingent Best Efforts Nature of Offering and Potential for Use of Commitment Prior to Minimum Capitalization of the Company | 12 |
No Contracts Have Been Entered Into | 13 |
No Withdrawal From Company | 15 |
Offering Price of the Units Arbitrarily Determined | 15 |
Long Term Project | 15 |
Commercial Success Not Certain | 15 |
The Company Faces Significant Competition | 15 |
Potential Legal Challenges | 15 |
Federal Income Tax Consequences | 15 |
Risks Relating to Arbitration and Exclusive Forum Provisions in Subscription Agreement and Operating Agreement | 16 |
Investment in Initial Season Only | 17 |
Contingencies Related to Inability to Finance All Six Musical Productions | 17 |
Opening Night Enterprises – Offering Circular | 3 |
DILUTION | 18 |
Initial Immediate Dilution | 18 |
Potential for Future Dilution | 18 |
Nature of Units and Interests Held by Non-Investor Members | 18 |
Anti-Dilution Provisions of the Units | 18 |
PLAN OF DISTRIBUTION AND SELLING TO SECURITYHOLDERS | 19 |
Distribution of Securities | 19 |
Suitability | 19 |
Disposition of Units and the Offering | 19 |
Issuer Manager Subscription Cancellation Rights | 23 |
Arbitration and Exclusive Forum Provisions | 23 |
USE OF PROCEEDS TO ISSUER | 24 |
TV Production Budget Worksheet | 24 |
Opening Night - Musical Production Budget Worksheet | 26 |
Potential Payments to Managers from Offering Proceeds | 27 |
Best Efforts Offering Adjustments | 27 |
Potential Use of Proceeds to Discharge Company Debts | 27 |
DESCRIPTION OF BUSINESS | 28 |
Purpose | 28 |
Subsequent Productions | 29 |
Additional Companies | 29 |
Subsidiary Participation | 30 |
Co-Productions | 30 |
Television Series and Theatrical Industry | 30 |
Additional Information About the Company and its Business | 33 |
DESCRIPTION OF PROPERTY | 33 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 34 |
Plan of Operations | 34 |
Post-Season 1 Outlook | 35 |
General Industry Trends | 36 |
MANAGERS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES | 38 |
COMPENSATION OF MANAGERS AND EXECUTIVE OFFICERS | 40 |
Company Management and Series-Related Compensation | 40 |
Necessary Definitions | 40 |
Musical-Related Compensation of Managers | 41 |
Company Owner Revenues Available to Managers | 43 |
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS | 44 |
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS | 45 |
No Musical-Related Manager Compensation Likely to Eventuate in Fiscal Year 1 | 45 |
Investor Roadshow Performance Compensation | 45 |
Series-Related Manager Compensation | 45 |
Manager Reimbursements | 45 |
No Company Net Profits Participations For Managers Likely to Eventuate in Fiscal Year 1 | 46 |
No Intended Third Party Beneficiaries | 46 |
SECURITIES BEING OFFERED | 46 |
Opening Night Enterprises – Offering Circular | 4 |
Voting Rights | 46 |
Rights of First Refusal/Anti-Dilution Rights | 46 |
Distributions | 48 |
Restriction on Transferability of Units | 49 |
No Guaranty | 49 |
Audit and Statement | 49 |
Unit Rights and Preferences | 50 |
Unregistered and Illiquid Nature of Units | 50 |
Limited Liability of Investors | 50 |
FEDERAL TAX DISCUSSION | 51 |
ERISA CONSIDERATIONS | 56 |
General Fiduciary Obligations | 56 |
PART F/S | 58 |
PART III - EXHIBITS INDEX | 67 |
SIGNATURE PAGE | 68 |
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 |
Opening Night Enterprises – Offering Circular | 9 |
Opening Night Enterprises – Offering Circular | 10 |
Opening Night Enterprises – Offering Circular | 11 |
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:
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. By investing in this Offering, the Investors agree to the use of their capital Commitments by the Company at any time upon Closing, which may include a Closing that occurs prior to securing any minimum capitalization of the Company, if this happens, Investors may lose all of their Commitment despite the fact that the Company failed to raise enough financing to properly undertake or complete either the Series or any live stage productions.
Opening Night Enterprises – Offering Circular | 12 |
Opening Night Enterprises – Offering Circular | 13 |
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.
Opening Night Enterprises – Offering Circular | 14 |
Opening Night Enterprises – Offering Circular | 15 |
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 | 16 |
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.
Opening Night Enterprises – Offering Circular | 17 |
Opening Night Enterprises – Offering Circular | 18 |
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 | 19 |
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.
Opening Night Enterprises – Offering Circular | 20 |
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.
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.
Opening Night Enterprises – Offering Circular | 21 |
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 | 22 |
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 | 23 |
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.
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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 |
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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) | $1,450,000.000 | ||
MUSICAL PRODUCTION OPERATIONAL COSTS FOR 12 WEEKS, 96 SHOWS = | $4,350,000.000 | ||
ONE TIME PRODUCTION DEVELOPMENTAL COSTS (SEE ABOVE) | $650,000.000 | ||
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 |
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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.
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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.
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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 2020, once investors are made aware of this investment opportunity.
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We are in the midst of securing at least three stage musicals for our projects which require legal contracts and obligations to ensure a viable investment. Our plans are to secure those musicals prior to May 1, 2020, so that marketing through social media and other markets, including our website can begin and funds can then be raised so that our initial pilot can be taped and a television distribution contract can be secured.
The proceedings from the offering will satisfy our cash requirements and we anticipate to begin raising funds within the next six months to implement the plan of operations.
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The Broadway box office has 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). The shows on Broadway have been getting bigger, driving even larger box office grosses from quarter to quarter. If this trend were somehow reversed during the period that the Company planned on exhibiting its Musicals, then that could potentially affect the projected revenues of those shows. However, this is unlikely as the popularity of Broadway shows are largely now driven by tourism and it would likely take an event, such as another major terrorist attack on New York City, to temporarily stem the tide of tourists flooding into the City from all corners of the globe.
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. 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.
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The somewhat depressed nature of the film industry (in terms of actor salaries) as compared with past decades, has meant that big name actors have been finding increasingly less diversity of roles and smaller actor’s fees in the once glamorous film industry and those actors have been branching out to different realms of the entertainment industry, most notably to TV and Broadway. With bigger and bigger names from Hollywood and the music industry opting to do stints in shows on Broadway, Broadway productions have been able to use those names not only to attract broader audiences, but also to increase ticket prices. If film were to suddenly start paying 1980’s actor wages again and studios abandoned their newfound penchant for franchise films that easily transcended national, linguistic and social barriers (such as superhero movies), then it could result in fewer big name actors plying their trades on Broadway, which could potentially affect projected revenues for the Company, however, this is an even less likely scenario in the near term than that of a major terrorist attack sapping tourism.
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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. |
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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.
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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.
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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. |
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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% |
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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: |
Opening Night Enterprises – Offering Circular | 48 |
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. |
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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.
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“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.
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OPENING NIGHT ENTERPRISES, LLC
FINANCIAL STATEMENTS
DECEMBER 31, 2018
(AUDITED)
Cashuk, Wiseman, Goldberg, Birnbaum, & Salem, LLP Certified Public Accountants
|
3333 Camino Del Rio South • Suite 230 • San Diego, CA 92108-3808 • P (619) 563-0145 • F (619) 563-9584 • www.cwgcpa.com
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OPENING NIGHT ENTERPRISES, LLC
TABLE OF CONTENTS
December 31, 2018 and 2017
PAGE | |
Independent Auditors’ Report | 60-61 |
Balance Sheets | 62 |
Statements of Income | 63 |
Statements of Members’ Equity | 64 |
Statements of Cash Flows | 65 |
Notes to the Financial Statements | 66-68 |
Certified Public Accountants Telephone (619) 563-0145 Fax (619) 563-9584 • www.cwgcpa.com |
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Certified Public Accountants | ||
PARTNERS Richard A. Goldberg, CPA Ma. Lolita Cremat, CPA | Office manager Tanya Davis |
INDEPENDENT AUDITORS’ REPORT
To the Board of Directors and Members of
Opening Night Enterprises, LLC
We have audited the accompanying financial statements of Opening Night Enterprises, LLC (a California limited liability company), which comprise the balance sheets as of December 31, 2018 and 2017, and the related statements of income, member’s equity and cash flows for the years then ended, and the related notes to the financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
3333 Camino Del Rio South | Suite 230 | San Diego, CA 92108-3808 | P (619) 563-0145 | F (619) 563-9584 | www.cwgcpa.com
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Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Opening Night Enterprises, LLC as of December 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
CASHUK, WISEMAN, GOLDBERG, BIRNBAUM AND SALEM, LLP
San Diego, California
April 23, 2019
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OPENING NIGHT ENTERPRISES, LLC
BALANCE SHEETS
December 31, 2018 and 2017
ASSETS
2018 | 2017 | |||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents (Note A) | $ | 276 | $ | 1,172 | ||||
TOTAL ASSETS | $ | 276 | $ | 1,172 | ||||
LIABILITIES AND MEMBERS' EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Accrued Expenses | $ | 950 | $ | 750 | ||||
Income Tax Payable (Note B) | 800 | 800 | ||||||
TOTAL LIABILITIES | 1,750 | 1,550 | ||||||
MEMBERS' EQUITY (DEFICIT) | (1,474 | ) | (378 | ) | ||||
TOTAL LIABILITIES AND MEMBERS' EQUITY | $ | 276 | $ | 1,172 |
The accompanying notes are an integral part or these financial statements.
Certified Public Accountants Telephone (619) 563-0145 Fax (619) 563-9584 • www.cwgcpa.com |
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OPENING NIGHT ENTERPRISES, LLC
STATEMENTS OF INCOME
For The Years Ended December 31, 2018 and 2017
2018 | 2017 | |||||||
REVENUES | $ | - | $ | - | ||||
EXPENSES | ||||||||
General & Administrative | 1,170 | 218 | ||||||
Professional Fees-Legal | 3,456 | 7,442 | ||||||
Professional Fees-Other | 9,445 | 1,500 | ||||||
TOTAL EXPENSES | 14,071 | 9,160 | ||||||
INCOME (LOSS) BEFORE TAXES | (14,071 | ) | (9,160 | ) | ||||
Income Tax Expense (Note B) | 800 | 800 | ||||||
NET LOSS | $ | (14,871 | ) | $ | (9,960 | ) |
The accompanying notes are an integral part or these financial statements.
Certified Public Accountants Telephone (619) 563-0145 Fax (619) 563-9584 • www.cwgcpa.com |
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OPENING NIGHT ENTERPRISES, LLC
STATEMENTS OF MEMBERS EQUITY
For The Years Ended December 31, 2018 and 2017
Beginning Balance, January 1, 2017 | $ | - | ||
Contributions | 9,582 | |||
Distributions | - | |||
Net Income (Loss) | (9,960 | ) | ||
Ending Balance, December 31, 2017 | $ | (378 | ) | |
Contributions | 13,775 | |||
Distributions | - | |||
Net Income (Loss) | (14,871 | ) | ||
Ending Balance, December 31, 2018 | $ | (1,474 | ) |
The accompanying notes are an integral part or these financial statements.
Certified Public Accountants Telephone (619) 563-0145 Fax (619) 563-9584 • www.cwgcpa.com |
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OPENING NIGHT ENTERPRISES, LLC
STATEMENT OF CASH FLOWS
For The Years Ended December 31, 2018 and 2017
2018 | 2017 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net Loss | $ | (14,871 | ) | $ | (9,960 | ) | ||
Adjustments to Reconcile Net Income to Net Cash | ||||||||
Cash Provided(Used) by Changes in | ||||||||
Operating Assets and Liabilities: | ||||||||
Accrued Expenses | 200 | 750 | ||||||
Income Tax Payable | - | 800 | ||||||
CASH USED FOR OPERATING ACTIVITIES | (14,671 | ) | (8,410 | ) | ||||
FINANCING ACTIVITIES | ||||||||
Member's Contribution | 13,775 | 9,582 | ||||||
CASH PROVIDED BY FINANCING ACTIVITIES | 13,775 | 9,582 | ||||||
INCREASE IN CASH AND CASH EQUIVALENTS | (896 | ) | 1,172 | |||||
Cash and Cash Equivalents at Beginning of Period | 1,172 | - | ||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 276 | $ | 1.172 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
Income Taxes Paid | $ | 800 | $ | - | ||||
Interest Expense | - | - |
The accompanying notes are an integral part or these financial statements.
Certified Public Accountants Telephone (619) 563-0145 Fax (619) 563-9584 • www.cwgcpa.com |
Opening Night Enterprises – Offering Circular | 65 |
OPENING NIGHT ENTERPRISES, LLC
NOTES TO THE FINANCIAL STATEMENTS
December 31, 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. |
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. |
3. | In general, revenue is recognized by the Company based on the public performance data for musical theater presentation and as services are performed for production costs. There was no revenue for the years ended December 31, 2018 and 2017. |
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 December 31, 2018, there is 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 December 31, 2018, the Company has no uninsured cash balances. |
8. | Advertising Costs are expensed in the year incurred. The Company incurred no advertising expense in the years ended December 31, 2018 and 2017. |
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. |
Certified Public Accountants Telephone (619) 563-0145 Fax (619) 563-9584 • www.cwgcpa.com |
Opening Night Enterprises – Offering Circular | 66 |
OPENING NIGHT ENTERPRISES, LLC
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2018
NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CON’T:
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-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 for the period ended December 31, 2018. 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 C-RETIREMENT PLAN:
The Company currently does not sponsor a retirement plan for its employees.
NOTE D-COMMITMENTS AND CONTINGENCIES:
As of the date of the financial statements, the Company has not signed office facility leases.
Certified Public Accountants Telephone (619) 563-0145 Fax (619) 563-9584 • www.cwgcpa.com |
Opening Night Enterprises – Offering Circular | 67 |
OPENING NIGHT ENTERPRISES, LLC
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2018
NOTE E-SUBSEQUENT EVENT:
In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through April 23, 2019, the date the financial statements were available to be issued. There were no subsequent events requiring adjustments to and disclosures in the financial statements as of and for the year ended December 31, 2018.
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.
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, 2018, there were no assets and liabilities measured at fair value.
Certified Public Accountants Telephone (619) 563-0145 Fax (619) 563-9584 • www.cwgcpa.com |
Opening Night Enterprises – Offering Circular | 68 |
OPENING NIGHT ENTERPRISES, LLC
INTERIM FINANCIALS
SEPTEMBER 30, 2019
Opening Night Enterprises – Offering Circular | 69 |
OPENING NIGHT ENTERPRISES, LLC
TABLE OF CONTENTS
September 30, 2019
PAGE | |
Balance Sheets | 71 |
Statements of Income | 72 |
Statements of Members’ Equity | 73 |
Statements of Cash Flows | 74 |
Notes to the Financial Statements | 75-77 |
Opening Night Enterprises – Offering Circular | 70 |
OPENING NIGHT ENTERPRISES, LLC BALANCE SHEET
September 30, 2019
ASSETS
CURRENT ASSETS | ||||
Cash and Cash Equivalents | $ | 326 | ||
TOTAL ASSETS | $ | 326 | ||
LIABILITIES AND MEMBERS' EQUITY | ||||
CURRENT LIABILITIES | ||||
Accrued Expenses | $ | 10,423 | ||
Income Tax Payable | 900 | |||
TOTAL LIABILITIES | 11,323 | |||
MEMBERS' EQUITY | (11,649 | ) | ||
TOTAL LIABILITIES AND MEMBERS' EQUITY | $ | 326 |
The accompanying notes are an integral part of these financial statements.
No assurance is provided as this is an unaudited financial statement.
Opening Night Enterprises – Offering Circular | 71 |
OPENING NIGHT ENTERPRISES, LLC
STATEMENT OF INCOME
Beginning January 1, 2019 and ending September 30, 2019
REVENUES | $ | - | ||
EXPENSES | ||||
General & Administrative | 1,368 | |||
Professional Fees-Legal | 6,852 | |||
Professional Fees-Other | 2,203 | |||
TOTAL EXPENSES | 10,423 | |||
INCOME (LOSS) BEFORE TAXES | (10,423 | ) | ||
Income Tax Expense | 900 | |||
NET LOSS | $ | (11,323 | ) |
The accompanying notes are an integral part of these financial statements.
No assurance is provided as this is an unaudited financial statement.
Opening Night Enterprises – Offering Circular | 72 |
OPENING NIGHT ENTERPRISES, LLC
STATEMENT OF MEMBERS EQUITY
Beginning January 1, 2019 and ending September 30, 2019
Beginning Balance, January 1, 2019 | $ | (276 | ) | |
Contributions | 11,925 | |||
Distributions | - | |||
Net Income (Loss) | (11.323 | ) | ||
Ending Balance, September 30, 2019 | $ | 326 |
The accompanying notes are an integral part of these financial statements.
No assurance is provided as this is an unaudited financial statement.
Opening Night Enterprises – Offering Circular | 73 |
OPENING NIGHT ENTERPRISES
LLC STATEMENT OF CASH FLOWS
Beginning January 1, 2019 and ending September 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net Loss | $ | (11,323 | ) | |
Adjustments to Reconcile Net Income to Net Cash | ||||
Cash Provided (Used) by Changes in | ||||
Operating Assets and Liabilities: | ||||
Accrued Expenses | 10,423 | |||
Income Tax Payable | 900 | |||
CASH USED FOR OPERATING ACTIVITIES | (11,323 | ) | ||
FINANCING ACTIVITIES | ||||
Member's Contribution | 11.925 | |||
INCREASE IN CASH AND CASH EQUIVALENTS | 602 | |||
Cash and Cash Equivalents at Beginning of Period | (276 | ) | ||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 326 | ||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Income Taxes Paid | $ | - | ||
Interest Expense | - |
The accompanying notes are an integral part of these financial statements.
No assurance is provided as this is an unaudited financial statement.
Opening Night Enterprises – Offering Circular | 74 |
OPENING NIGHT ENTERPRISES
LLC NOTES TO THE FINANCIAL
STATEMENTS
September 30, 2019
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. |
3. | In general, revenue is recognized by the Company based on the public performance data for musical theater presentation and as services are performed for production costs. |
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 September 30, 2019, 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 September 30, 2019, the Company has no uninsured cash balances. |
8. | Advertising Costs are expensed in the year incurred. The Company incurred no advertising expense as of September 30, 2019. |
Opening Night Enterprises – Offering Circular | 75 |
OPENING NIGHT ENTERPRISES,
LLC NOTES TO THE FINANCIAL
STATEMENTS
September 30, 2019
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. |
NOTE B-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 September 30, 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.
Opening Night Enterprises – Offering Circular | 76 |
OPENING NIGHT ENTERPRISES,
LLC NOTES TO THE FINANCIAL
STATEMENTS
September 30, 2019
NOTE C-RETIREMENT PLAN:
The Company currently does not sponsor a retirement plan for its employees
NOTE D-COMMITMENTS AND CONTINGENCIES:
As of the date of the financial statements, the Company has not signed office facility leases.
NOTE E-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 September 30, 2019, there were no assets and liabilities measured at fair value.
IN THE OPINION OF MANAGEMENT ALL ADJUSTMENTS NECESSARY IN ORDER TO MAKE THE INTERIM FINANCIAL STATEMENTS NOT MISLEADING, HAVE BEEN INCLUDED.
Opening Night Enterprises – Offering Circular | 77 |
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-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 (File No. 024-10712). |
** | Previously filed as Exhibit to the Form 1-A/A Amendment No. 3 filed on April 19, 2018 (File No. 024-10712). |
*** | Previously filed as Exhibit to the Form 1-A/A Amendment No. 5 filed on January 23, 2019 (File No. 024-10712). |
^^ | Previously filed as Exhibit to the Form 1-A Amendment No. 6 and Post-Qualification Amendment No. 1 on March 11, 2019 and June 19, 2019, respectively (File No. 024-10712). |
Opening Night Enterprises – Offering Circular | 78 |
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 August 6, 2020.
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 | August 6, 2020 | ||
Charles Jones II | the Board | |||
/s/ CHARLES JONES II | Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer and Principal | August 6, 2020 | ||
Charles Jones II | Accounting Officer) | |||
/s/ REGINA DOWLING | Managing Member, establishing Majority of Governing Body of Opening Night Enterprises LLC | August 6, 2020 | ||
Regina Dowling |
Opening Night Enterprises – Offering Circular7 | 79 |