Fight Of The Century- SME NON-REGISTERED OFFER DOCUMENT
(Restricted Unqouted Securities)

Fight Of The Century

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

MARCH 2004

Notice:
Investing in unlisted unquoted securities and new enterprises is risky and you could suffer losses. Information listed on the IMMM Bulletin Board nor this document is not intended to be the only information on which an investor will make an investment decision. It is not a substitute for a prospectus or any other notice that may be required under the Corporations Law or any other relevant law. You should conduct further enquires to make sure that you get all the detailed information you need to decide whether or not to invest. This may include getting further information such as accounts, a business plan, nformation about ownership of intellectual or industrial property, or expert opinions including valuations or auditor's report and checking Subject to the Corporations Law, this Document may not be required to be registered with ASIC, this document is designed to provide a 'fair & reasonable' reflection of the company objectives to intending participants who are permitted to deal with restricted unquoted securities. information which has already been provided to you. Before you decide to invest in an opportunity by subscribing for or buying securities, you are strongly advised to take appropriate professional advice. There is NO ESTABLISHED MARKET for the securities. Nothing contained here in has been vetted by ASIC or any other person other than those with letters of opinion (if any). All warranties wavered. No guarantees. Subject to the Corporations Law, this Document may not be required to be registered with ASIC, this document is designed to provide a 'fair & reasonable' reflection of the company objectives to intending participants who are permitted to deal with restricted unquoted securities.

Introduction:
Fight of the Century, is a dramatic filmed reconstruction of the remarkable events surrounding the 1908 World Boxing Heavy Weight Title fight between the Title Holder, TOMMY BURNS a White Canadian and the Challenger, JACK JOHNSON a Black American. It was a sporting event literally shook the world. It took place in Sydney on Boxing Day 1908. Beginning at 11am with little ceremony and was over in time for lunch! No Australian sports men or women were involved! TOMMY BURNS, a Canadian boxer who was the recognised World Champion and JACK JOHNSON an American boxer, slugged it out in front of 16,000 men and one woman, who happened to be the wife of the famous visiting American corespondent and author JACK LONDON. As well as the 16,000 inside, another 25,000 fans had to be turned away from the venue which was a makeshift stadium constructed on a disused market garden in a Sydney suburb called Rushcutters Bay, which was situated close to the harbour, east of the city centre. The fight had a lasting significance on world sporting, social and political history. Because the challenger, JACK JOHNSON was black - and he won.

Invitation:
Sophisticated Investors are invited to subscribe as share holders in the production of the feature film drama entitled Fight of the Century to be produced in accordance with this offer. Fight of the Century (the film) is aimed at worldwide theatrical release, home video and DVD 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 35MM for first up cinema release in the main markets of Australia and New Zealand.

Completion of the film:
Planning and casting the production can commence as soon as the subscription is raised and a completion guarantor is in place.

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?s

Division 10BA
The film has already been issued a Provisional Certificate No. 5859 under 10BA of the Act. Eligible Australian investors that purchase a complete lot of shares as outlined on this document of the offer 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:
The 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 Fight of the Century. 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.

Summary:
The budget summary is set out at the end of this memorandum. The production will be filmed on 35MM film with options available for the actual shooting locations.

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 first day the film starts pre 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 13082 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 $13,082,000.

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.
• The subject matter and characters are well known throughout the world.
• A target market exists worldwide.
• 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.
• A big advantage of this Film is the huge public awareness of the incident. and the characters are known around the world. It is also based on a sport that has immediate international appeal. ,

The star of the Film is the Film itself:
The marketing plan includes building an awareness for an 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.

Commencement of cash flow stream:
Because the international distribution and sales will take place on the websites with DVD sales will automatically begin. This is a cult film with an established international market of hundreds of millions of boxing and sports fans. 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 Fight of the Century. 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.

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 Fight of the Century 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:
IMMM takes the role of the Executive Producer under the established trading name of IMMM (International Movie Maker Market). IMMM will act for the Investors and to ensure the project and production funds are properly managed during the production and marketing of the film. They will engage an experienced Investor Representative Producer to act on their behalf. They also engage the Production Company Richard Bradley Productions Pty Limited to produce and market the film. The main marketing thrust is Cinema and 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. Whilst the Film is shown in cinemas, the DVD and video markets will be activated and exploited. This entire process usually can take 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.

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.

Fight Of The Century - REVISED BUDGET

13802 Divisable Shares : TOTAL BUDGET 13,082,000
 
This is done through the purchase of shares in a partnership arrangement with all other investors. There are 13083 available shares to be purchased. The purchase price of each share is AU$1,040. Investment can be done by purchasing one or multiple shares.

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; AUD1,040 per unit.