ABOUT THE FILM

The independent feature I AM BEN is written and to be directed by Mathew Brady & Gaelan Connell (BANDSLAM) with Stephen Israel (SWIMMING WITH SHARKS) producing. Vanessa Marano (GILMORE GIRLS, DEXTER) and Charlie Saxton (HUNG) are attached to star. They plan to commence principal photography on the east coast in early June.

Premise: “I AM BEN” tells the story of ARTHUR (Gaelan Connell), a young writer with a bad case of OCD and an affinity for word banks. His close friends and roommates DAVID (Tim Jo) and DREWBIRD (Charlie Saxton) believe the answer to Arthur’s problems is as simple as getting a girlfriend—or at least leaving his room once in a while to accrue some real experiences.

When an aspiring Journalist (Vanessa Marano) appears as the solution to Arthur’s love life, the perfect woman Max mysteriously shows up. The only problem with Max…..she’s imaginary.

Split tonally between an early Wes Anderson film and the more recent “Lars and the Real Girl,” I AM BEN captures the surreal experience of being 20-something, bewildered, and more often than not, a little bit confused.

NOTE: The tone of the film is very important. All the characters are very deadpan, no matter how excited they may seem. Think "Bottle Rocket."

INVESTOR INFORMATION AND RISK:

Bear in mind that an investment in the Company involves a high degree of risk and is suitable only for investors who can afford to bear those risks and have no need for liquidity from such investment. Each prospective investor should consider carefully the risk factors attendant upon such investment, including, without limitation, those discussed below, and should consult his own legal, tax, and financial advisors with respect thereto.

-Mathew Brady & Gaelan Connell

INVESTMENT IN A MOTION PICTURE IS HIGHLY SPECULATIVE

To provide a return to the Investors in this offering, the Managers must either a) sell the Motion Picture outright, b) license the distribution rights to a major or minor studio or distribution company, or c) consider self-distribution, a recent, realistic option afforded by the field of low-budget digital video feature production and an increasing shift towards online film viewing & distribution. To reach this stage, the Managers must successfully complete the pre-production, principal photography, post-production and marketing processes. Each of these steps is characterized by certain unique risks, many of which are beyond the control of the Managers. The inability to complete any of these steps could result in a complete loss of the investment. Consequently, an investment in the Motion Picture is highly speculative and should only be undertaken by those who are able to lose their entire investment.

THERE ARE NO EXISTING SALE OR DISTRIBUTION ARRANGEMENTS AND THE MANAGEMENT DOES NOT ANTICIPATE ENTERING INTO ANY SUCH AGREEMENTS PRIOR TO COMPLETING THE MOTION PICTURE.

The Management has made no arrangements for the sale or distribution of the Motion Picture and does not expect to do so until after completing production. Ordinarily, any cash distributions to the Company would be derived from such sale or distribution arrangements. There can be no assurances that the Managers will be able to enter into any distribution or sale agreements or that the proceeds from these agreements, if any, will be sufficient to recoup or provide any return on investment. Consequently, even if completed, the Managers may be unable to sell or license the distribution rights for an amount sufficient to provide a return for the Investors.

While the current and evolving state of digital video distribution, the internet, and Broadband, as delivery mediums for a Motion Picture such as ours allows for routes of revenue beyond and outside those normally considered for feature length films, such concerns as expressed in these paragraphs must be understood and weighed.

ALL OR A PORTION OF THE CASH FLOW FROM CERTAIN SALE OR DISTRIBUTION AGREEMENTS MAY BE BASED UPON THE BOX OFFICE RECEIPTS GENERATED BY THE MOTION PICTURE. IN SUCH INSTANCES, THE FINANCIAL SUCCESS OF THE MOTION PICTURE MAY BE SUBSTANTIALLY DEPENDENT UPON THE MARKETING EFFORTS OF THE DISTRIBUTOR.

In certain sale or distribution agreements, all or a portion of the cash flow received by the Company, and ultimately the Investors, is based upon a percentage of the box office receipts. Under these arrangements, the Distributor incurs all marketing and advertising costs associated with distributing the Motion Picture. Such agreements generally require the recoupment of all marketing expenses before cash distributions to the Production Company. The Company may enter into this type of agreement, rather than an outright sale, which may contain certain payments based on box office receipts. Under such agreement, the Managers will have either limited or no control over additional expenses that need to be recouped by the Distributor before the Investors receive any cash distributions. The performance of such marketing and advertising expenses could reduce the cash distributions to the Investors. If the marketing costs incurred by the Distributor exceed total box office receipts and proceeds from television, cable and video sales or rentals, the Distributor could cross-collateralize these losses into areas of profit, and consequently the Investors could potentially lose their entire investment.

If this scenario were to present itself - if this sort of distribution deal were entered into - then the Managers would endeavor to hold out certain territories as insurance against just such a contingency. Still, it is prudent for potential Investors to consider this chess move in the game of Securing Distribution.

THE COMPANY COULD ENTER INTO LOAN AGREEMENTS OR INCUR ADVANCES OR DEFERRED PRODUCTION COSTS THAT WOULD HAVE PRIORITY OVER CASH DISTRIBUTIONS TO THE INVESTORS.

The Managers may, if the funds raised through this offering are insufficient to finish production, borrow, obtain advances, or defer certain production costs on behalf of the Company. Repayment of these loans, advances, or deferrals will have priority over cash distributions to the Investors on the proceeds from any sale or distribution agreements. Consequently, even if the Motion Picture is completed, sold or otherwise distributed, such loans, advances, or deferrals, could delay or eliminate any cash distributions made to the Investors.

THE UNITS DO NOT POSSESS VOTING RIGHTS. CONSEQUENTLY, THE INVESTORS MUST RELY ON THE MANAGERS FOR THE MANAGEMENT AND DAY-TO-DAY OPERATIONS OF THE COMPANY. THE MANAGERS, JOINTLY OR INDIVIDUALLY, MAY BE INVOLVED WITH OTHER BUSINESS VENTURES THAT MAY COMPETE WITH THE BUSINESS OF THE COMPANY.

The Investors will not have a right to participate in the management of the business of the Company, or in the decisions of the Managers. Accordingly, no prospective Investor should purchase Units unless he or she is willing to entrust all aspects of management of the Company to the Managers. The Managers have the ability to be involved in other business ventures (e.g. the development of additional motion pictures) that may create a conflict of Interest with the Company.

THE COMPANY IS UNLIKELY TO MAKE ANY CASH DISTRIBUTIONS WITHIN ITS INITIAL YEAR.

Any cash distributions to the Investors will be derived from the sale or licensing of the distribution rights to, or from, the proceeds of self-distribution from the Motion Picture. The ability to enter into a sale or licensing agreement is generally dependent upon completing and marketing the Motion Picture. Marketing efforts may include participation in regularly scheduled events such a film festivals and film buyers' markets. Although the Managers anticipate that the production of the Motion Picture will be completed from midway through 2010, a comprehensive marketing process may be necessary in order to sell or license the distribution rights to, or lend credence to, the self-distribution of the Motion Picture. Consequently, the Managers do not anticipate making any cash distribution during the 12 months following the start of Production.