120% of Principal + 50% of Company Gross Revenue
120% of Principal + 50% of Company Gross Revenue
100% of proceeds are paid to investors pro-rata until 120% of principal investment is returned. Thereafter investors earn 50% of Company Gross Revenue. This is a custom contract, see document for details.
|1||Mari Walker is a Kerry and Los Angeles Film Festival award-winning filmmaker of THE SOUL OF A TREE and SWIM|
|2||The team behind SEE YOU THEN has made over 400K so far by Self-Distributing THUNDER ROAD in 2018-2019 alone|
|3||Our team collectively has worked on over 50 projects, been accepted into over 300 film festivals and won over 90 awards|
|4||We are at the forefront of social change with a group of filmmakers who aim to authentically represent that community with a fresh voice|
|5||An early film in the trans filmmaking movement, following on the success of film and television projects like POSE, EUPHORIA, and TANGERINE|
|6||Our project taps Asian-American spending power, which rose to $1.0 trillion in 2018 -- 81% also subscribe to at least one SVOD platform|
Kris and Naomi haven’t seen each other since college. Over the course of one night, they engage in a series of increasingly intimate conversations until a shocking revelation sends everything spiraling out of control.
This intimate character study explores motherhood, femininity, and the intersection of personal life with art.
See You Then will engage audiences who love Richard Linklater’s Before Trilogy, the films of Hirokazu Kore-Eda and Barry Jenkins. Our immersive cinematography and layered character studies will draw audiences into the conflicted emotional state of our leads.
Trans and Asian-American narratives are taking the spotlight at both the box office and film festivals, finding mainstream appeal and a passionate built-in audience. Movies like Crazy Rich Asians, Always Be My Maybe and The Farewell have capitalized on this previously untapped market. Similarly, stories centered around trans characters have found great success -- both on television with Orange is the New Black and Pose; and in movies such as A Fantastic Woman and Tangerine.
Our target audience combines these two vibrant demographics, while also speaking authentically to a larger audience.
We will maintain a strong presence on Facebook, Instagram, Twitter and YouTube, in order to connect to audiences. We will also engage with college groups and focus on urban markets with strong LGBTQIA+ and Asian-American presences like San Francisco, Los Angeles, Seattle, New York, Austin and Boston.
Our financing will go entirely towards the production of this film; our locations, camera, crew, and cast. Vanishing Angle will bring their expertise and industry relationships to the project, ensuring that we have the best possible festival run, release, and distribution.
Mari will be editing the project out of the Vanishing Angle offices and our contracts are organized to give investors privileged returns so that they will see their complete ROI before our team sees a dollar.
If the film comes in under budget, the remaining funds will be rolled into the digital marketing of the film, to maximize our festival premiere and the release of the film.
In 2014, I came out to my parents as trans. My dad offered some cautionary advice, saying that even if I transitioned, all of my personal issues wouldn’t suddenly disappear. At the time I didn’t want to believe him, but today his words ring true. Despite all of the positive effects transitioning has had on my life, I’m still a people pleaser, a workaholic, and someone who continues to struggle with body dysmorphia and depression.
Much of See You Then is born out of my personal experiences. For years, the guilt of leading-on my exes plagued me. At the time, it felt like those relationships were a life-line, a way to consider myself “normal.” Maybe — I told myself — maybe if I kept that relationship going and had a family, then that would prevent me from going down the path to my true self. Ultimately, that fantasy ended and a different sort of guilt and depression began to set in— the guilt and depression of never having my own family.
Children are an important part of my life and having grandchildren has always been a big dream of my parents. Choosing to transition meant that my chances of having children significantly dropped. It took me many years to admit that this was a possibility.
All of these thoughts were rolling around in my head as I began to conceptualize See You Then. The characters of Kris and Naomi slowly took shape, and I truly fell in love with them. For all of their insecurities and failings, these women are undeniably human.
See You Then centers around the universal truth that no matter how much we change, part of us will always remain the same.
- Mari Walker, Director & Co-Writer
Our team has made a number of short and feature films, which have screened at major film festivals around the world and been released independently and through distribution companies like IFC Midnight and The Orchard. Please enjoy them here:
Our production company Vanishing Angle produced, marketed, and distributed the feature film Thunder Road, which has made over $400,000 in its first year alone through self-distribution, doubling its budget in ticket sales during its first two weeks in French cinemas. The film also had a successful festival run, winning the Grand Jury Prize at South by Southwest in 2018, screening at the prestigious Cannes Film Festival, and winning awards at film festivals internationally.
Vanishing Angle's next film The Beta Test raised $350,000 through Wefunder this summer, reinforcing the power of connecting to an audience directly for investment. The film is currently in production with an expected completion date in 2020.
The success of raising investment funds through WeFunder has inspired the team of See You Then to return to the platform.
See You Then Film has financial statements ending December 31 2019. Our cash in hand is $0, as of November 2019. Over the three months prior, revenues averaged $0/month, cost of goods sold has averaged $0/month, and operational expenses have averaged $0/month.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this offering. Some of the information contained in this discussion and analysis, including information regarding the strategy and plans for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
See You Then is a relationship study told through the lens of film with strong market appeal across multiple demographics and a producing team with a history of creating award-winning, innovative content.
We hope to have a global theatrical, digital, and streaming release of See You Then. Director Mari Walker is also signed to direct another feature film in 2020 and we have additional films in development.
Given the Company’s limited operating history, the Company cannot reliably estimate how much revenue it will receive in the future, if any.
SYT Film LLC was incorporated in the State of California in June 2019.
Since then, we have:
Historical Results of Operations
Our company was organized in June 2019 and has limited operations upon which prospective investors may base an evaluation of its performance.
Liquidity & Capital Resources
To-date, the company has been financed with $86,773 in debt.
After the conclusion of this Offering, should we hit our minimum funding target, our projected runway is 1 months before we need to raise further capital.
We plan to use the proceeds as set forth in this Form C under "Use of Funds". We don’t have any other sources of capital in the immediate future.
We will likely require additional financing in excess of the proceeds from the Offering in order to perform operations over the lifetime of the Company. We plan to raise capital in 1 months. Except as otherwise described in this Form C, we do not have additional sources of capital other than the proceeds from the offering. Because of the complexities and uncertainties in establishing a new business strategy, it is not possible to adequately project whether the proceeds of this offering will be sufficient to enable us to implement our strategy. This complexity and uncertainty will be increased if less than the maximum amount of securities offered in this offering is sold. The Company intends to raise additional capital in the future from investors. Although capital may be available for early-stage companies, there is no guarantee that the Company will receive any investments from investors.
Runway & Short/Mid Term Expenses
SYT Film LLC cash in hand is $0, as of November 2019. Over the last three months, revenues have averaged $0/month, cost of goods sold has averaged $0/month, and operational expenses have averaged $0/month, for an average burn rate of $0 per month. Our intent is to be profitable in 24 months.
There are no material changes or tends in our finances or operations that have occurred since the date that our financials cover.
Within 3-6 months we plan to raise the entirety of capital and spend it on preproduction, production and post production until we finish the movie and submit to festivals with an eventual distribution. The total budget for the film is $250,000. The company doesn't have any other sources of funding immediately, but potentially tap into other funding sources for the film in the medium term if needed. They are hoping to secure the majority of that budget through this raise.
We hope (although cannot guarantee) to begin generating revenues in Q2 2021. If we were to acquire distribution after a successful festival run, those payments can range from mid-to-high six figure numbers, while if we were to independently distribute the film, we'd hope to follow the success of films like Thunder Road with a global theatrical run of 450k. After we distribute theatrically, we're hoping for a robust digital distribution release and for the film to play on various streaming platforms.
Reliance on Management – Except as set forth in this agreement, decisions with respect to the management of the company will be made by the managers in the managers’ sole discretion. The success of the picture will largely depend on the quality of the management of the company. The managers, with the advice and assistance of other professionals, will administer all business aspects of the managers, the company and the picture. Although the managers believe that the managers have the necessary business and motion picture experience to supervise the management of the company, there can be no assurance that the managers will perform adequately or that the company’s operations will be successful. Purchasers of interests will receive an economic interest in the company, but shall not be participants in the management or the operations of the managers, the company or the picture. Accordingly, except as otherwise set forth in this agreement, an investor will have no right to vote on, or to veto actions of the managers, will have no creative control, and manager-approved actions may be approved despite the investor’s dissent from such actions. The company has not managed or produced a feature film previously, and there is no assurance that its efforts will be successful for the picture.
Limited Operating History – The company has been in existence for a very short period of time, and is subject to all the risks incident to the creation and development of a new business, including the absence of a history of operations and minimal net worth. Furthermore, the company has not produced or distributed a full- length motion picture. The company and the managers have employed, and will continue to endeavor to employ or otherwise retain, the services of those persons with the skills necessary to successfully produce and distribute a full-length feature film, but no assurances can be given that they will be successful in these efforts.
Managers’ Conflicts of Interest – The managers are not required to render exclusive services in connection with the picture or the company. The managers, the production team and the talent have interests in a variety of activities other than acting as managers to the company, including involvement with the production of other films. in addition, the managers, the production team and the talent may organize companies that are similar to the company in the future. The managers may be principals in, or have a profit interest in, such other companies. Accordingly, conflicts of interest may arise in the allocation of the managers’, the production team’s and the talent’s time between the company and one or more of these other activities. Additionally, the managers may enter into services agreements with the company. The terms of such agreements may not be the result of an arms-length transaction, but it is the intention of the managers that the compensation from such agreements will be equal to, or less than, industry standards for the associated services rendered to the company.
Indemnification – Under certain circumstances, the managers will be indemnified by the company for any liabilities or losses arising out of the managers’ activities in connection with the company. Indemnification under such provision could reduce or deplete the assets of the company.
Working Capital Requirements and the Potential Need for Additional Financing – There is no assurance that unforeseen events will not occur, resulting in the need to raise additional funds beyond what the company and the managers project. Furthermore, companies with limited operating histories, such as the company and the managers, do not always use capital in the most efficient manner. Thus, the company and the managers may need to raise additional capital to fund future operations and to satisfy future capital requirements of the company. The failure to raise any additional needed funds could have a material adverse effect on the company and the managers. In addition, it is anticipated that raising additional funds will result in reduction in the percentage interests of each non-management member. Though the company and the managers do not anticipate that additional financing will need to be obtained, there can be no assurance that additional capital will not be needed.
Liability of Members – Members might, under applicable law, be liable to the company in an amount equal to any distribution made from the company to members, if, after such distribution is made, the remaining assets of the company are not sufficient to pay its then outstanding liabilities, exclusive of liabilities to the members arising on account of their respective interests in the company.
Loss on Dissolution or Termination – In the event of a dissolution or termination of the company, the proceeds realized in the liquidation of assets, if any, will be distributed to the members only after the satisfaction of claims of creditors. Accordingly, the ability of a member to recover all or any portion of such member’s investment under such circumstances will depend on the amount of funds so realized and the amount of claims to be satisfied therefrom.
Income Tax Consequences – There are various risks associated with the federal income tax aspects of an investment in the company which should be carefully considered by each prospective investor to determine whether an investment in the company is suitable for such prospective investor. Each prospective investor is urged to consult the prospective investor’s own tax advisor with respect to the federal (as well as state and local) income tax consequences of an investment in the company.
Competitive Industry – Some segments of the motion picture industry are highly competitive. The company will be competing with the producers of other films in arranging for distribution in all available markets and media. In the distribution phase, competition will limit the availability of such markets and media required for the successful distribution of the picture. The picture will be competing directly with other motion pictures and indirectly with other forms of public entertainment. The company will compete with numerous larger motion picture production companies and distribution companies, which have substantially greater resources, larger and more experienced production and distribution staffs, and established histories of successful production and distribution of motion pictures.
Commercial Success – The picture’s success is primarily dependent on audience acceptance of the picture, which is extremely difficult to predict and, therefore, inherently risky. Many films are produced each year and never released. Many films are released each year, but are not commercially successful and fail to recoup their production costs from united states theatrical distribution. Foreign and ancillary markets have therefore become increasingly important. Licensing of a motion picture in the ancillary markets is particularly dependent upon performance in domestic theatrical distribution.
Neither the managers nor the company can predict the economic success of the picture because the revenue derived from the distribution of a motion picture (which does not necessarily bear any correlation to the production or distribution costs incurred) depends primarily upon its acceptance by the public, which cannot be accurately predicted. The economic success of a motion picture also depends upon the public’s acceptance of competing films, the availability of alternative forms of entertainment and leisure- time activities, general economic conditions and other tangible and intangible factors, all of which can change and cannot be predicted with certainty. Neither the managers nor the company can assure members that the picture will generate enough revenue to offset its distribution and marketing costs, in which case the company would not receive any net revenues from the picture.
Production – Particularly as produced by independent filmmakers, each motion picture is a separate business venture with its own management, employees and equipment and its own budgetary requirements. There are substantial risks associated with film production, including death or disability of key personnel, other factors causing delays, destruction or malfunction of sets or equipment, the inability of production personnel to comply with budgetary or scheduling requirements and physical destruction or damage to the picture itself. Although some of these problems may be covered by company’s insurance for the picture, significant difficulties such as these may materially increase the cost of production or may cause the entire project to be abandoned.
Dependence on Key Personnel – The company’s future success depends, in significant part, upon the continued service of the individuals that constitute the production team and the managers’ advisors. Neither the company nor the managers maintain key person life insurance for any team member or employee. Furthermore, the company’s and the managers’ success is dependent on the ability of the company and the managers to attract top talent, both within the production team and the cast of the picture. The company’s and the managers’ inability to attract such talent or the loss of the services of one or more members of the production team could have a material adverse effect on the company’s and the managers’ ability to successfully produce and distribute the picture. Additionally, the company may elect to forego the purchase of a completion bond or other types of production-related insurance for the picture. This would result in certain of the picture’s key personnel, equipment, locations and/or film footage being uninsured which could have a material adverse effect on the company’s and the managers’ ability to successfully produce and distribute the picture.
Labor Disputes – There is no assurance that labor difficulties affecting production will not arise, including but not limited to, union strikes. If such labor difficulties arise, film production and, hence, distributions to investing members could be delayed or diminished.
Audience Appeal – The ultimate profitability of any motion picture depends upon its audience appeal in relation to the cost of its production and distribution. The audience appeal of a given motion picture depends, among other things, on unpredictable critical reviews and changing public tastes and such appeal cannot be anticipated with certainty.
Cost Overruns – The costs of producing motion pictures are often underestimated and may be increased by reason of factors beyond the control of the producers. Such factors may include weather conditions, illness of technical and artistic personnel, artistic requirements, labor disputes, governmental regulations, equipment breakdowns, and other production disruptions. While the company intends to engage production personnel who have demonstrated an ability to complete films within the assigned budget, the risk of a film running over budget or of not being completed is always significant and may have a substantial adverse impact on the profitability of the picture.
Distribution – The profitable distribution of a motion picture depends in large part on the availability of one or more capable and efficient distributors who are able to arrange for appropriate advertising and promotion, proper release dates and bookings in first-run and other theaters. There can be no assurance that profitable distribution arrangements will be obtained for the picture or that the picture can or will be distributed profitably or that the picture will be distributed at all.
Long-Term project – The production and distribution of a motion picture involves the passage of a significant amount of time. Pre-production on a picture may extend for two to three months or more. Principal photography may extend for several weeks or more. Post-production may extend for three to four months or more. Distribution and exhibition of motion pictures generally, and of the picture specifically, may continue for years before gross proceeds or net proceeds (as defined herein) may be generated, if at all.
Foreign Distribution – Foreign distribution of a motion picture (i.e., outside the United States and Canada) may require the use of various foreign distributors. Some foreign countries may impose government regulations on the distribution of films. In addition, revenues derived from the distribution of the picture in foreign countries, if any, may be subject to currency controls and other restrictions, which may temporarily or permanently prevent the inclusion of such revenue in gross proceeds.
Investing Members Last in Line – A motion picture typically goes from the producer to the distributor who in turn may send it to territorial sub-distributors, who send it to theatrical exhibitors. The box office receipts generated by a motion picture travel this same route in reverse. The exhibitor takes a cut and sends the balance to the sub-distributor, who takes a cut and sends the balance to the distributor, who takes a cut and sends the balance to the producer. The problem for the investing members with this system is that such investing members, who have had their money at risk for the longest time, are at the tail end of the box office receipts chain. Thus, if the company, in negotiating a distribution deal, has to rely heavily on a participation at some defined level of the picture’s revenue stream, revenues to the company, and thus to investing members, are likely to be the last in line to benefit from such a revenue stream, if any.
Industry Changes – Neither the managers nor the company can predict the effect that rapid technological change, emerging distribution channels or alternative forms of entertainment may have on the company, the managers or the motion picture industry. The entertainment industry in general, and the motion picture industry in particular, continue to undergo significant changes, primarily due to technological developments. Due to rapid growth of technology and shifting consumer tastes, neither the managers nor the company can accurately predict the overall effect that technological growth or the availability of alternative forms of entertainment may have on the potential revenue from, and profitability of, the picture. In addition, certain outlets for the distribution of motion pictures may not obtain the public acceptance that is or was previously predicted. If certain distribution channels are accepted by the public, neither the managers nor the company can assure investors that the company will be successful in exploiting such channels. Moreover, to the extent that other distribution channels gain popular acceptance, it is possible that demand for existing distribution channels, such as physical releases (e.g. DVDs), will decrease. If the company is unable to exploit new distribution channels to the same extent expected as existing channels, the company’s business, operations and financial condition could be materially adversely affected.
Picture’s Liabilities – The company will actively participate in the production and distribution of the picture. Because insurance covering such liability may not be available at a reasonable cost, or may simply not be obtained, the assets of the company may be exposed to operating risks that may arise from the creation, exploitation and disposition of the picture.
Managers’ discretion regarding production and distribution matters subject to the terms and conditions of this agreement, the managers have reserved the specific authority to enter into agreements on behalf of the company with motion picture or television studios, distributors and/or other third parties pursuant to which the company, in exchange for such studios’, distributors’ and/or other third parties’ assistance in producing, distributing and otherwise exploiting the picture, may commit to pay such parties out of revenues generated by the picture at a point in the picture’s revenue stream prior to company’s receipt of its gross proceeds. Such agreements may include, but are not limited to, flat fee arrangements, negative pickup deals or an outright sale of the picture, if in the judgment of the managers, such a sale would be in the best interests of the company. In addition, subject to the terms and conditions of the agreement, the managers have reserved the right (1) to produce the picture and seek the most advantageous distribution agreement for the picture, and (2) to enter into agreements on behalf of the company which provide that persons rendering services or other materials or facilities in connection with the development, production, distribution or other exploitation of the picture shall receive, as salary or other compensation, deferred amounts or a percentage participation in company revenue. Such reliance on the judgment and discretion of the managers places a greater emphasis on the skills and judgment of the managers, and the managers’ advisors and therefore makes it imperative that prospective non-managing members carefully examine the abilities of such managers and the managers’ associates before choosing to provide any investment hereunder.
Distributions and Liquidity - Distribution of the company’s proceeds to the members will provide a primary source of distributable cash or securities to the members. The managers will have absolute discretion in the timing of such distributions, if any, subject to the terms and conditions of this agreement. There can be no assurance that there will be any distributions or that aggregate distributions, if any, will equal or exceed the members’ investment in the company.
An investor who purchases interests in the company should be aware that the investment in the company is highly speculative and that such investor risks losing such investor’s entire investment.
Illiquidity of investment – There is no public market for the interests and one is not expected to develop. Each investor should be aware that such investor must bear the risks of an investment in the company for an indefinite period of time because any transfer, sale or assignment of the interests is subject to the consent of the managers in its discretion. Furthermore, the interests have not been registered under the securities act of 1933, as amended (the “act”), or any other applicable law, and therefore, cannot be sold and must be held indefinitely unless they are subsequently registered under the act, and any other applicable law, or, in the opinion of the managers, exemptions from such registration are available. Any such registration is unlikely to occur in the future. In addition, no sale, transfer or assignment of an interest will be permitted if, in the opinion of counsel for the company, such sale, transfer or assignment would violate the status of the original sale of the interests which formed the basis for the exemption from registration under the act, or any applicable state securities laws, pursuant to which such interests were offered, or cause a termination of the entity’s treatment as a company for federal income tax purposes. As a result of these restrictions, members may not be able to liquidate their investment in the event of an emergency, and the interests may not be readily accepted as collateral for a loan.
Inherent Uncertainty of Projections – The indicative cashflows and certain forward looking statements are based on certain assumptions and other information available to the managers. However, the underlying estimates, assumptions and future events are inherently uncertain, and unanticipated events may occur which would cause actual results to vary, perhaps materially, from any forecasted results. Each investor should be aware that many films do not get released or if released are not commercially successful, and lose money. As a consequence, each investor should be aware that neither the company nor the managers guarantee or warrant any specific projected result from an investment in the company. Accordingly, investors should retain and rely upon the advice of their own professional advisors with respect to their individual suitability for an investment in the company and the tax consequences resulting therefrom.
The foregoing list of risk factors does not purport to be a complete explanation of the risks involved in an investment in the company.
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