Brothers At War - SME NON-REGISTERED OFFER DOCUMENT (Restricted Unqouted Securities)

Brothers At War

Richard Bradley Productions
A.C.N: 001 886 988
SME OFFER & DISCLOSURE DOCUMENT

for

Restricted Unquoted Securities Private Placement
Pursuant to ASIC Class Order 02/273
under Australian Corporations Law

AUGUST 2002

Brothers at War, based on fact is a powerful story of the 1984 Fathers Day massacre between outlaw motorbike clubs, the Comancheros and the Bandidos, which left seven dead, including a 14-year-old girl and over 20 seriously injured. It created the largest criminal investigation in Australian legal history. Of the three biker leaders involved, one now lives quietly with his wife in N.S.W, the second committed suicide in prison and the third, who broke “the code of silence”, remains under the witness protection program as a fugitive for the rest of his life.

Invitation

Sophisticated Investors are invited to subscribe as share holders in a partnership with other investors in the production of the feature film drama entitled Brothers at War to be produced in accordance with this offer.

Brothers at War (the film) is aimed at worldwide DVD release, theatrical release, home video rentals and sales, free to air and pay television. The film will be marketed and sold to all media in all territories throughout the world to maximise the return benefits to investors. The Film will be shot on High Definition technology for immediate international DVD and all free to air and pay television release and to provide the option to convert to 35MM for first up cinema release in the main markets of Australia and New Zealand.

Completion of the film

As all the necessary production items are in place, production can commence as soon as the minimum subscription is raised or the maximum subscription if a completion guarantor is required by share holders.

Return to Share Holders.

Share holder will be entitled to a pro rata share of the copyright in the film and will receive a pro rata share of any royalties the film generates over and above the presales for a period of three (3) years and (1) day from the completion of the film. Details of disbursement entitlements are set out under the heading How will Gross Receipts be disbursed?

Division 10BA

The film has already been issued a Provisional Certificate No. 4480 under 10BA of the Act. Eligible Australian investors should qualify for income tax reduction under 10BA of the Income Tax Assessment Act 1936 (the Act) in the year of investment.

Producing and marketing the film

This company Producing and Marketing the film will be Richard Bradley Production Pty. Limited (ABN 54 001 886 988). The company developed and publicized the film concept Brother At War, which included the signing of the distribution and licensing agreements with United International Pictures and the Seven Network. Richard Bradley Productions Pty. Limited will enter a Production and Investment Deed with the investors through IMMM as Executive Producer and Townshend & Associates acting as trustee for the investors.

Club dedication continues during gaol life.
Photo courtesy of NSW Police Force

Summary

Milperra Bikie Massacre, Fathers's Day 1984
Photo courtesy of NSW Police Force

Brokerage

A brokerage or introduction fee is available to agents (companies or individuals) who wish to purchase multiple shares that make up a Lot on behalf of their clients. Agents need to contact Townshend & Associates prior to purchase of shares.

The negotiated fee will be paid when subscription is reached and on the day the film starts production.

How to invest and become a share holder:

To become a share holder is done through the purchase of shares in a partnership arrangement with all other investors. There are 4932 available shares to be purchased. The purchase price of each share is $1,040AUD.

Investment can be made by purchasing one or multiple shares.

The Budget of the film is $4,932,000.

Due to the filming on High Definition and options with the Completion Guarantor, once an amount exceeding $4,700,000 is subscribed, negotiations can commence with the share holders to start production of the film.

Key features of the Offer

• A single share of AUD1,040 or multiple shares of these amounts can be purchased
  
  
• Investors can have the option of a completion guarantee
  
  
• Production can commence as soon as the subscription has been achieved
  
  
• Distribution agreements with Australian and international distributors have already been negotiated.
  
  
• The subject matter is well known.
  
  
• A target market exists worldwide.
  
  
• Domestic distribution and presales are in place.
  
  
• Investors are entitled to receive first returns after MARKETING expenses and will share in Gross Receipts and copyright with the producer after their initial subscriptions have been repaid in full.
  
  
• Period of Investor returns in the Scheme will be three (3) years and (1) day after completion of the Film.
  
  
• Eligible investors that purchase a complete share or shares in a partnership arrangement pro rata with all other investors should receive a tax deduction under Part 10BA of the Act in the year of investment.
  
  
  
• Investors are entitled to be fully refunded of all monies paid if production does not proceed.

Distribution agreements

The Marketing Company has negotiated two (2) separate distribution agreements for the release of the Film in Australasia, a theatrical and video distribution agreement with United International Pictures and a television licensing agreement with the Seven Network.

A big advantage of this Film is the huge public awareness of the incident.

Which Means

The star of the Film is the Film itself.

The main marketing plan is take advantage of current technology. With the film being shot on High Definition, DVDs will be available within weeks of its completion. The Brothers At War website which is now internationally known along with the IMMM website will announce production and continue to build links to announce international DVD and all television sale rights as the production is being made. This will provide an opportunity for immediate income on availability of the finished product.

The marketing plan includes an option to build awareness through Australian theatrical release resulting in higher television returns and building a high profile of success attracting international distribution and sales to allow the Film to gain maximum returns from international markets. United International Pictures is owned by Paramount and Universal and distributes the films of its Partner Studios in the international marketplace outside of North America as well as pictures acquired on a local, regional or international basis.

Commencement of cash flow stream

Because the international distribution and sales will take place on the websites with DVD sales being the main focus. This is a cult film with an established international market of millions of bikers, bikies and ten of thousands of bike related clubs. As a result, DVD income to investors could start immediately after completion and availability of the finished product. The bulk of cash flow is anticipated to be receipted within 36 months after release and availability of Brothers At War.

Disbursement of all Gross Receipts from Australia and throughout the World.

ITEM 1: FIRST, to meet Marketing Expenses

ITEM 2: SECOND, in respect of all Gross Receipts actually received, generated or contracted by the Expiry Date which is Three (3) years after the completion of the film (regardless of when such funds are receipted) to the Executive Producer on trust for the share holders until they have received an amount equal to 100% of their original subscription.

ITEM 3: THIRD, in payment to the Production Company until sum paid under this item is equal to any Overages met by the Production Company including interest thereon.

ITEM 4: FOURTH, to pay the Completion Guarantor for reimbursement of any Overages paid by it until the amount paid under this item and equals those Overages.

ITEM 5: FIFTH, in respect of all Gross Receipts actually received, generated or contracted by the Expiry Date (regardless of when such funds are receipted):

(a)    the Production Company: 50%

(b)   to the Trustee: 50% who will pay these amounts to the share holders pro rata to the amount of shares owned by each investor.

ITEM 6: After the expiry date of three (3) years and (1) day after the completion of the film, 100% to the Production Company

Milperra Bikie Massacre, Father's Day 1984
Photo courtesy of John Fairfax and Son LTD.

Explanation of Disbursement to Investors

The Executive Producer will disburse funds pro rata to each investor as a share holder which will be in partnership pro rata with all other share holders. As the share holders may be a syndicate or lot of several share holders, it will be the responsibility of the syndicate or lot to disperse funds pro rata to other individual share holders in the syndicate or lot who will be in partnership pro rata with other share holders in overall partnership with all other investors who are share holders in the project.

The investors in the Brothers At War Film Project will be considered to be a partnership for income tax purposes as they are in receipt of ordinary income or statutory income jointly (see the definition of "partnership" in section 995-1 of the ITAA 1997). The licence fees received by a Partnership of investors in the Film, less any GST payable on those licence fees, will be assessable income of the investors under section 26AG in the income year in which they are received. Although there exists a tax law partnership assessable under section 26AG is taken to be income derived by the partners/investors.The amounts received as income are payments for the right to use the rights attaching to a "qualifying Australian film" possessed by the investors in respect of a particular period.

Role of the Executive Producer

The Australian/New Zealand theatrical, video + television deal.

The main marketing thrust is to establish and sell international DVDs and all television sales through internet marketing on the two existing websites which are internationally established and known. This will reduce marketing costs whilst providing a quicker turnaround of sales returns.

The Marketing Company has negotiated the option of two separate distribution and licensing contracts for Australia and New Zealand. These contracts follow the path that the Film will take in its release to the public after it is completed. Firstly the Film will be shown in cinemas, then after this market has been exploited, the Film will be made available on video for sales and rentals. This entire process usually takes about 9-12 months to complete. Then the Film will become available for Free to Air Television and eventually Pay TV and Satellite TV exposure.

The first contract negotiated by the Marketing Company is with United International Pictures for cinema release in Australia and New Zealand, video rentals and sales in Australia and New Zealand and Free to Air, Pay and Satellite television in New Zealand only. The second contract has been negotiated with the Seven Network for Free to Air, Pay Television and Satellite television rights in Australia only.

The Marketing Company has agreed to assign its rights and income entitlements with United International Pictures and the Seven Network to the scheme for its duration.

Pursuant to the terms of its distribution agreement, United International Pictures will pay royalties distributable to the Scheme of:

• $300,000 pre sale advance (Distribution Advance) which is non refundable plus  guaranteed commitment to spend a minimum of $200,000 on prints and advertising. Prints and advertising are essential items that are required by a distributor to screen to promote the Film to the public. When the Film is screened in a cinema there are exhibition costs for the use of its theatre and staff. These costs are exhibition costs and are deducted by the owner of the theatre from first box office returns. Then the distributor will deduct the print and advertising costs then recoup the pre sales advance and deduct percentage of the remaining box office returns. 40% of the remaining box office returns will be paid to the distributor. The remaining 60% of income after these costs are deducted will be distributed to the Scheme. The 60% figure will escalate up to 70% when the distributor has recouped its pre sale and distribution costs.
  
  The theatrical distribution deal will mean that funds can be provided by the distributor to produce the 35MM prints direct from the digital master tape. This eliminates the enormous production costs to shooting on film.
  
  
• After its theatrical release the Film will be distributed on video for sales and rentals. The distributor will cover all necessary distribution and promotional costs and the Scheme will receive 25% of all video rental income and 15% of all video sell through income with United International Video providing all video release costs.
  
  
• After the video market is completed investors, the Scheme will receive 80% of all New Zealand Free to Air and Pay television returns. These returns will be subject to these rights being cross-collateralized by United International Pictures. The remaining 20% will be payable to the Scheme.
  
  
• However the Australian television contract with the Seven Network is not cross-collateralized with United International Pictures and is structured to a normal sliding scale based on Australian Gross Box Office Performance. The Seven deal is exclusive to Free to Air and Pay television and satellite television rights.
  
  
• The minimum guarantee payable to the Scheme from the sliding scale to Australian gross box office up to $10M is $250K up to a maximum guarantee payable to investors of $1M.

Photo courtesy of NSW Police Force

Creative components

Production Company and Marketing Company:

Richard Bradley Productions Pty Limited

Producer:

Richard Bradley

Colin Friels

Lisa Hensley

Richard Bradley

Line Producer:

Clive Turner

Screenplay:

Jeremy Larkins, Rob Watson, Richard Bradley

Director:

Richard Bradley

Lead Actors:

Colin Friels, Lisa Hensley

Development Investment:

Australian Film Commission (Federal Government)

New South Wales Film and TV Office (State Government)

Production Clearances:

This film is a dramatic recreation of events and images from 1983 to 1987 that are on public record. Clearances have been provided by key individuals involved with these events and images from that time. This film is not a representation of the current clubs or their members. The NSW Police Liaison will be Ron Stephenson, the original Commander of the Police Viking Task Force that was set up to investigate the shootings at Milperra and the Bikies involved.

A. Richard Bradley

Richard Bradley is an award winning film maker and has been working in the film industry for twenty (20) years. His experience includes involvement in film studies and advertising agencies. He has produced special effects for over 300 commercials and the US Bikie Film “Sidecar Racers” (Universal Pictures), starring Ben Murphy, Endy Hughes and Peter Graves.

In the early 1980’s Richard Bradley Productions Pty Ltd was formed and Richard Bradley’s work component expanded to include video, films, radio and TV commercials and public relations.

Richard Bradley has produced over 80 videos, films and commercials which have included the feature film “Southern Crossing” (Australia/US), featuring Dave Brubeck, telemovies “The Hitchhiker” (Fuji/Japan) based on the short story by Roald Dahl, TV specials Flying Doctor Service (Australia/ABC). “Prisoner of Poverty” (Nine Network) and countless other TV Pilots, documentaries and short drama.

In the early 1990’s Richard Bradley was appointed Australian Media Agent for the renowned Dr.W Edwards Deming who was personally appointed by General Douglas MacArthur to rebuild Japanese Management and Industry at the end of World War 2.

At present, Richard Bradley is working on three major documentary series, each running between 10 to 14 hours in 2 hour episodes. He has just completed another feature length production that has gone into international release and is planning a re release of another completed film to the international music market.

B. Testimonial:

“Richard Bradley has been known to this Office and to myself for more than fifteen years. Richard Bradley has Directed and Produced seven N.S.W Government productions for the Government Documentary Division. He has written several scripts for us. He has always maintained a very high standard of work and has delivered the completed programs on time and on budget. He has always maintained an enthusiastic approach to the Projects and has established excellent working relationships with the Government personnel. Richard’s energy and generosity has always made working with him a rewarding experience.”

Edna Wilson

Former Executive Director (1982-2001)

N.S.W Government Documentary Division.

C. The Actors:

Letters of intent (which may be receipted at the office of the Production Company during normal business hours) to play the roles offered have been received from the respective agents of the following:

Colin Friels is one of Australia’s best known and respected actors with international credits. The star of the long running the 9 Network TV series Water Rats (played Frank Holloway), Local films have included The Man who Sued God and High Tide (both with Judy Davis), Mr Reliable with Jackie McKenzie, Ground Zero with Donald Pleasance, Dark City with William Hurt and the US feature Darkman (leading role). He recently  performed in the title role of Macbeth at the Sydney Opera Theatre. Colin as been in the lead roles of The Farm (ABC TV) and My Husband television series and, My Killer (Network 10).

Lisa Hensley is an award wining Actress with an AFI Award for her performance in Brides of Christ. She has appeared in 8 feature films in Australia including Paradise Road with Glenn Close and Kate Blanchett, Dating the enemy with Guy Pierce, and Mr Reliable with Colin Friels. She has appeared in a wide variety of television including Good Guys Bad Guys, The Feds, Law of the Land, A Country Practice and Brides of Christ. She has just finished a season on stage with the Wild Duck and has had regular theatre work since 1987.

Other Actors:

It can be confirmed that the Production Company has been approached by a multitude of quality Australian Actors. It makes good artistic and financial policy to have a budget in place prior to final casting with only a minimum of talent confirmed. A fully financed film enables the Production Company to negotiate the best possible deals from the widest selection of available talent.

D: The Line Producer:

Clive Turner

Clive Turner will act as Investors Representative Producer for the Trustee. Amongst other duties he will ensure that production funds are managed as outlined in the budget.

Clive Turner is a chartered accountant, his previous work history includes:

General Manager, Public Affairs Mobil Oil Australia.
Marketing Director The Australian Film Commission.
Head of Production Allied Films (UK), He has produced the feature films The Howling and Lawn Mower Man.

Importantly, Clive Turner has been the investor’s representative on feature films including Shadrach starring Harvey Keitel and No Code of Conduct starring Charlie Sheen.

The Bandido image decorates the cell walls of Parklea prison.
Photo courtesy of NSW Police Force.

E: Independent Analysis:

“I have read the script on numerous occasions and have an absolute passion for the film. It is one of the best and most powerfully descriptive scripts I have ever enjoyed. The entire project has enormous appeal both from the artistic and creative elements, the historical appeal and awareness, through to the undoubted commercial appeal.”

Greg Carmock – Former Managing Director

Village Roadshow (Sell through Video)

CEL Entertainment.

Brothers at War - REVISED BUDGET

Special notice - 10 Days cooling off period

This offer Document is not registered with Australian Securities Commission in Australia (ASIC) or any other Regulatory Authority in any other country who have not vetted or may have any knowledge of the document, neither ASIC or affiliates take NO RESPONSIBILITY for the contents of this documents or its use.

The Offer

AUD 1,040.

Limited offer: The public offer is limited to 5 million.

This document may contain errors, omissions, discrepancies or ambiguities common to SME’s.

(i) investment in new business carries high risks. It is highly speculative and before investing in any project about which information is given, prospective investors are strongly advised to take appropriate professional advice;

(ii) the information contained in the Publication has been prepared by or on behalf of the person who is proposing to issue or sell the securities and neither the Operator nor the Publisher (if any) has undertaken an independent review of the information contained in the Publication;

(iii) the information contained in the Publication about the proposed business opportunity and the securities is not intended to be the only information on which the investment decision is made and is not a substitute for a disclosure document or any other notice that may be required under the Corporations Law, as that Law may apply to the investment. Detailed information may be needed to make an investment decision, for example: accounts; a business plan; information about ownership of intellectual or industrial property; or expert opinions including valuations or auditors' reports;

(iv) prospective investors should be aware that no established market exists for the trading of any securities that may be offered; and

(v) the Publication is subject to Class Order [CO 02/273] issued under the Corporations Law; AUD 1,040 per unit.

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