Take The Trip... again by pengtt


									     Take The Trip... again

An exclusive opportunity to
participate in Australia’s most     This is a Small Scale Offer to issue Securities
promising blockbuster movie event              in the form of Preference Shares in
                                           Stone Movie Limited ACN: 141 323 006
www.takethetripagain.com                           Opening Date: 25January 2010

           BUDGET             A$700,000 DEVELOPMENT FUNDING
                              Development funding ~2.5% or less of Production budget

           STATUS             IN DEVELOPMENT
                              (Key activities: screenplay completion, Director, Key Cast,
                              production budget development, securing production finance)

           AnTicipATED YEAR   2010 – Completion of the Development phase of the STONE Movie
           of complETion      project (prior to production and filming)


           KEY TAlEnT         PRODUCERS
           (tbc on funding)   – David Blake
                              – Richard Cartwright
                              – Chris Hemsworth - identified potential to be confirmed
                              – Steve Bastoni
                              – Jack Thompson


                                                   ThE offER
           Stone Movie Limited intends to raise A$700,002 through this offer for the purposes of funding the
                                       development of the STONE film project.

                                                     RoUnD 1
         Issue of 7,500,000 x $0.04 cent “A” Class Preference Shares in return for the contribution of $300,000

                                                     RoUnD 2
         Issue of 6,666,700 x $0.06 cent “A” Class Preference Shares in return for the contribution of $400,002

                  Both Rounds 1 and 2 are being offered consecutively as each application is received.
                    This offer is made by the Company under Section 708 of the Corporations Act.

The OFFer SUMMarY (cOnT’d)

Important Notes regarding use of Preference Shares                                         •	 Preference	Shares	have	additional	attached	rights	that	provide	for
                                                                                                — A 100% investment return payable on the First Day
A summary of the Company’s Share Capital and Rights Attaching is included in                       of Principle Photography (FDoPP) being generally
Appendix 5 and full details can be reviewed in the Company Constitution, available                 accepted as the start of filming; and
to interested parties at no charge through the Company.                                         — A once-off special dividend of 25% payable on FDoPP

Investors in this Offer will receive “A” Class Preference Shares. The founders of       The Company is not entitled to distribute profits of the company until this once-off
Stone Movie Limited all hold Ordinary Shares only.                                      special dividend payable to “A” Class Preference Share holders has been made.

The use of Preference Shares for new investors has been chosen to enable the            Providing an early return of capital to early stage film investors is typical in the
Company to provide new investors with a potential return on their investment            industry to account for the risk of film investment. The Company believes this
different to that of the founders. Details of the share capital of the company and      encourages and supports early stage investment in the Australian film industry and
rights attaching to shares are explained in detail in the Company Constitution.         is happy to promote this model of investment.

In particular it should be noted that:                                                  The founding shareholders, holding Ordinary Shares, are not entitled to these
                                                                                        Preference Share rights.
   •	 The	Preference	Shares	offered	here	rank	equally	to	Ordinary	Shares	in	all	
      respects of meeting attendance, voting rights, dividends declared (if any) and       •	 This	Offer	is	made	in	accordance	with	the	Company	Constitution
      in a winding up of the Company to repayment of capital paid and the right            •	 The	terms	and	conditions	of	this	Offer	are	set	out	in	this	Offer	Document
      to participate in the division of any surplus assets or profits of the Company.      •	 This	Offer	is	made	to	investors	personally	and	may	not	be	accepted	by	
                                                                                              any other person

DiSclAimERS & WARninGS

At any stage of the capital raising process the pricing of the securities provides investors with                       Detailed information may be needed to make an investment decision, for example:
a guide only and the price paid for securities will always be a matter for negotiation between the                      financial statements; a business plan; information about ownership of intellectual or
parties. The Company makes no representation about the underlying value of the securities on offer.                     industrial property; or expert opinions including valuations or auditors’ reports;
Prospective investors must make their own assessment about whether the price of the securities                      (d) Prospective investors should be aware that no established market exists for
being offered represents fair value.                                                                                    the trading of any securities or scheme interests that may be offered;
                                                                                                                    (e) Prospective investors are strongly advised to take appropriate professional advice
ASIC CLASS ORDER 02/273 INVESTOR WARNING                                                                                before accepting an offer for issue or sale of any securities or scheme interests; and
   (a) Investment in new business carries high risks. It is highly speculative and                                  (f) This Publication is subject to Australian Securities and
       before investing in any project about which information is given, prospective                                    Investment Commission (ASIC) Class Order 02/273.
       investors are strongly advised to take appropriate professional advice;
   (b) The information contained in this publication has been prepared by or                                     ASIC CLASS ORDER 02/273 PROMINENT STATEMENTS
       on behalf of the Company. Neither ASSOB Pty Ltd ACN 114 772 020                                           The information contained in the Publication about the proposed business opportunity and the
       (hereinafter ‘ASSOB’) nor its associates or agents have undertaken an                                     securities or scheme interests is not intended to be the only information on which the investment
       independent review of the information contained in this publication;                                      decision is made and is not a substitute for a disclosure document, Product Disclosure Statement
   (c) The information contained in this publication about the proposed business                                 or	any	other	notice	that	may	be	required	under	the	Act,	as	that	Act	may	apply	to	the	investment.	
       opportunity and the securities or scheme interests is not intended to be the only                         Detailed information may be needed to make an investment decision, for example: financial
       information on which the investment decision is made and is not a substitute for a                        statements; a business plan; information about ownership of intellectual or industrial property; or
       disclosure document, Product Disclosure Statement or any other notice that may                            expert opinions including valuations or auditors’ reports.
       be	required	under	the	Corporations	Act,	as	the	Act	may	apply	to	the	investment.	


Except for historical information, there may be matters in this publication that are forward-looking             All forward-looking statements attributable to the Company or persons acting on behalf of the
statements. Such statements are only predictions and are subject to inherent risks and uncertainty.              Company	are	expressly	qualified	in	their	entirety	by	the	cautionary	statements	in	this	section.	Except	
Forward-looking statements, which are based on assumptions and estimates and describe the                        as	expressly	required	by	the	Act,	the	Company	undertakes	no	obligation	to	publicly	update	or	revise	
Company’s future plans, strategies, and expectations are generally identifiable by the use of the                any forward-looking statements provided in this publication whether as a result of new information,
words ‘anticipate’, ‘will’, ‘believe’, ‘estimate’, ‘plan’, ‘expect’, ‘intend’, ‘seek’, or similar expressions.   future events or otherwise, or the risks affecting this information. None of the Company, its officers
Investors are cautioned not to place undue reliance on forward-looking statements. By its nature,                or any person named in this publication with their consent, or any person involved in the preparation
forward-looking information involves numerous assumptions, inherent risks and uncertainties both                 of this publication, makes any representation or warranty (express or implied) as to the accuracy or
general and specific that contribute to the possibility that predictions, forecasts, projections and             likelihood	of	fulfillment	of	any	forward-looking	statement	except	to	the	extent	required	by	law.	The	
other forward-looking statements will not occur. Those risks and uncertainties include factors and               forward-looking statements reflect the views held only as at the date of this Offer Document.
risks specific to the industry in which the Company operates as well as general economic conditions
and prevailing exchange rates and interest rates. Actual performance or events may be materially
different from those expressed or implied in those statements.

Table OF cOnTenTS                                                                               (click an item to jump there)

1.    ExECuTIvE SuMMARy ...............................................................................7             20. OPENINg AND CLOSINg DATES ...........................................................30
2.    FILM DEvELOPMENT FuNDINg .............................................................. 9                      21. AvERAgE INvESTMENT PER INvESTOR .............................................. 31
3.    BACkgROuND ............................................................................................10      22. AvERAgE ShAREhOLDINg PER INvESTOR ....................................... 31
4. INvESTMENT/ShARE DETAILS ............................................................... 12                       23. LIMITED LIABILITy ..................................................................................... 31
5.    PROJECT DETAILS ..................................................................................... 16       24. OWNERShIP STRuCTuRE ........................................................................ 31
6. TARgET MARkET ....................................................................................... 19          25. DIvIDEND POLICy...................................................................................... 31
7.    MARkETINg STRATEgy ........................................................................... 21              26. ExIT STRATEgy – AM I ABLE TO SELL My ShARES? ...................... 32
8.    OBJECTIvES AND ACTION PLAN ......................................................... 24                        27. ESCROW PROvISION ............................................................................... 32
9. FINANCIAL PROJECTIONS ..................................................................... 24                    28. CREATION AND ISSuE OF FuRThER ShARES .................................. 32
10. STONE CREATIvE TEAM.......................................................................... 25                 29. OThER COMPANy INFORMATION ........................................................ 33
11. STONE MOvIE LIMITED BOARD OF DIRECTORS .............................. 26                                         30. ROuND 1 – STRATEgIC gROWTh PLAN (SgP) ................................. 37
12. CORPORATE gOvERNANCE/ CONTINuOuS DISCLOSuRE........... 27                                                        31. ROuND 2 – STRATEgIC gROWTh PLAN (SgP)................................. 38
13. FINANCIAL REPORTINg TO ShAREhOLDERS .................................. 27                                        32. COOLINg OFF PERIOD ............................................................................ 39
14. COMPANy INCORPORATION ................................................................. 27                       33. LEgAL JuRISDICTION .............................................................................. 39
15. PuRPOSE OF CAPITAL RAISINg ........................................................... 27                        34. gLOSSARy OF TERMS .............................................................................40
16. MINIMuM SuBSCRIPTION REQuIREMENT .......................................... 27                                   35. WhO TO CONTACT .................................................................................... 41
17. ThE OFFER ................................................................................................. 28   36. DIRECTORS’ DECLARATION................................................................... 42
18. uSE OF PROCEEDS ................................................................................... 29           DISCLAIMER....................................................................................................... 42
19. hOW TO APPLy FOR ShARES ...............................................................30                        APPENDICES 1, 2, 3, 4, 5 ................................................................................. 43

1. execUTiVe SUMMarY

In 1974, an Australian movie was released that not only had a profound effect on the domestic
film industry, but also gained recognition internationally as a forerunner of the ‘Ozploitation’

This movie was titled Stone.

Set around the Australian bikie sub-culture of the early 1970s, the film focuses on a policeman –
Detective Stone - that is sent undercover to investigate the murder of a number of members of
the GraveDiggers outlaw motorcycle gang. As his investigation deepens, Stone begins to identify
with the gang of outsiders, and is eventually forced to question where his loyalty lies.

Stone stands as one of the greatest exponents of underground Australian cinema ever committed
to celluloid. It is widely recognised that Stone was the forerunner to George Miller’s Mad Max and
Road Warrior films and Quentin Tarantino labels it as his “all time favourite biker film”. In stating
this, Tarantino also called Sandy Harbutt, the director of Stone, “a visionary” who “delivers a
tremendous amount of impact.” The original movie contains scenes that are still remarkable by
today’s standards, including a stuntman’s 30-foot motorcycle jump from a cliff into the ocean,
and a 400 strong funeral procession of bikers riding down the F3 freeway.

Whilst gaining status as an Australian cult classic, the movie is also one of the most commercially
successful on a cost-to-profit ratio. From its release in 1974, Stone continued to have strong
success around Australia for years afterwards in smaller cinemas and at drive-ins.

    “MY all TiMe FaVOUriTe biker FilM” – QUENTIN TARANTINO

1. execUTiVe SUMMarY (cOnT’d)

The ‘new’ Stone                                                                           The development package to be funded by this Offer will by-pass the usually
Development company Stone Movie Limited will fund the development of a feature            long and drawn out film development process, which would normally be funded
film based on the 1974 Australian classic movie, Stone. Australia produces few global     by grants, ‘angel investors’, or directly from the funds of those involved or of
feature films for the commercial market and this is a bold, ambitious and exciting        their family and friends. By engaging directly in a public capital raising exercise,
project that will capture the revolutionary nature that made the original Stone movie     the development of the movie will be able to be fast-tracked; something that is
so groundbreaking.                                                                        particularly important given the significant interest that has been expressed in
                                                                                          this project. Successful development funding will also attract senior and credible
A significant level of international interest has been expressed for this project,        industry interest, again facilitating the development speed of this exciting project.
including by well known Hollywood film production studios. It is these entities with
which Stone Movie Limited will look to participate with in order to engage in the         The updated version of Stone presents an exciting opportunity to a range of
follow-on production and distribution of Stone for a global market. The movie will be     investors; professional investors who would like to make an investment in the
made to capture a modern, global audience, without ever sacrificing the originality       Australian film industry; fans of the original 1974 film that would like to play a part in
or spirit that made the original the seminal piece that it is today.                      the movie’s ongoing history; or investors that are looking for a rare opportunity to
                                                                                          help fund a movie, essentially from the ground up.

Keys To Success                                                                           With a large audience of old fans and a potential legion of new ones, Stone presents
The key to a successful and rapid development of Stone is the engagement of first-        an excellent investment opportunity where the capital raised will be used to create
rate writers, producers, directors, and cast, as well as the support and enthusiasm of    something genuinely tangible – a big screen, Australian made thriller that stands to
the international movie industry. To this end, Stone Movie Limited will look to utilise   develop and expand on the legacy set forth by the original.
capital raised in order to facilitate the employment of such figures.

2. FilM deVelOpMenT FUnding

Major films are financed in two stages - firstly, a development funding stage, and          nature of the offer
then a filming or production stage. The majority of costs incurred by a movie occur         Stone Movie Limited has structured an investor return that is such that all investors
during the second phase, with funds generally paying for cast and crew, producers,          in this Offer receive the type of typical industry return that is usually offered solely
equipment,	locations	and	post	filming	editing.		Finally,	there	are	the	subsequent	          for sophisticated ‘angel’ film investors:
costs of distribution and marketing, known as Prints & Advertising (P&A).
                                                                                               •	 Investors	in	this	Offer	receive	Preference	Shares	that	ensure	that	the	
This Offer seeks to fund the early stage of the film’s development. Film                          capital contributed is repaid in full on the start of filming. This is able
development focuses on getting a film concept to a saleable production package                    to be done as these costs of development are factored into the film
and budget. This includes activities such as;                                                     production budget and paid to the developers at the start of filming.

   •	   securing	the	film	rights,	                                                             •	 Preference	shares	also	receive	an	additional	return	through	a	
   •	   producing	the	initial	drafts,	revisions,	and	final	scripts                                special one-off dividend of 25% also payable on the start of
   •	   identification	of	and	securing	a	director	and	key	talent/cast,	                           filming. This special dividend must be paid before profits of the
   •	   scouting	of	locations,                                                                    company can be distributed to Ordinary Shareholders.
   •	   engaging	appropriate	legal	services,
   •	   creation	of	a	digital	story	board	if	required,                                         •	 Additionally,	Investors	in	this	offer	continue	to	retain	title	to	their	
   •	   development	of	a	production	budget,	and	                                                  Preference shares even after payment of the special dividend and
   •	   pitching	the	film	concept	to	key	movie	industry	                                          return of capital. As such they participate in the future profits of
        executives, advisors and consultants                                                      Stone	Movie	Limited	(equally	with	ordinary	shareholders)	should	
                                                                                                  the film be a success, but without actually being reliant on the box-
As discussed earlier, initial funding is traditionally gathered through personal funds of         office success of the film for a positive return on their investment.
those involved (or their family and friends), ‘angel investors’, or through grants. These
avenues tend to make this a drawn out process, and as such, Stone Movie Limited
have opted to utilise a round of capital raising through the ASSOB platform in order
to gain momentum on the current interest that has been expressed in this project.

Whilst this approach is not common in film-making, it recognises the strong
following Stone has in the general community and will also serve to create interest
and momentum behind the project. This round of capital raising will give fans of the
original the opportunity to become a part of the new adapted version – something
that will serve as a big incentive to many.

3. backgrOUnd

The original Stone was a groundbreaking, visionary Australian movie about loyalty,            Hollywood film executives in Los Angeles. These were:
crime, environmentalism, big business, bikes and the people that ride them. Set in
Sydney, the movie resonated with audiences around the country and all over the
world due to its action, attitude, its gritty portrayal of a very real part of society, and   Mark Gooder – CEO, ICON Group
its themes that are as relevant now as they were in 1974.                                     Gooder was impressed after viewing the movie mood reel, and provided a written
                                                                                              expression of interest and other comments:
Having approached and negotiated the purchase of the Stone film rights from
original director Sandy Harbutt, and with strong Hollywood interest, it’s now                 “I want to re-iterate my strong interest in your project, Stone. It’s
possible to recreate Stone as a major feature film in a contemporary style with               seldom I come across an idea from Australia that has what I’m looking
global box-office appeal.                                                                     for – a viable commercial genre with ‘brand’ name recognition.”

interest in all the Right places
The pitch for Stone commenced in May 2009 at the Cannes Film Festival, where                  David Zelon - Executive Vice President Production,
a ‘mood reel’ was shown to film industry executives to present the film’s concept             Mandalay Films / Universal Pictures
and feel. This was received very well both in terms of the film’s concept and its             Zelon reviewed the Stone briefing material and responded with interest and
commercial viability. Veteran UK film producer, David Blake, helped facilitate this           comments:
process and will be closely involved in the development of the project as a producer.
                                                                                              “Mandalay Pictures and myself hereby express our interests in further
At Cannes, members of Stone Movie Limited also met with acclaimed filmmaker                   development and potential production for this property contingent upon a final
Quentin Tarantino and discussed a contemporary Stone feature film based on a ‘no              script, and a bankable director. We look forward to reviewing your package once
remake’ principle. Tarantino (a big fan of the original picture) liked the concept and        you feel it is complete.”
has also agreed to the strategy as he believes that “Stone is too good to remake”. A
second meeting with Tarantino and other Hollywood principals is expected to take
place	in	Los	Angeles	in	the	first	quarter	2010.

During July – August 2009, Stone Movie Limited identified and met with two key

*Icon Productions LLC is an American independent production company founded in August 1989 by actor/director Mel Gibson and Australian producing partner Bruce Davey.

3. backgrOUnd (cOnT’d)

moving Stone forward                                                                    -   Accelerate the product placement and sponsorship negotiations with
These strong responses from industry veterans (and broad interest from members              products, including Jack Daniels and Harley Davidson. James Grant Hay
of the industry in general) provide Stone Movie Limited with the confidence to              from InShot will be engaged to provide assistance with this important
move forward into a rapid and well executed film development.                               aspect once development funding is confirmed. InShot’s role will be
With funding from this Offer, Stone Movie Limited will prepare a production-ready           to prepare material and represent product placement opportunities
Stone Development Package including:                                                        to international agencies such as Rogers and Cowan (London) and
                                                                                            NMA (New York) with whom James has ongoing alliances.
   -   The final script prepared by a known Hollywood screenwriter
   -   The delivery of a production budget                                              -   Continue the development and pitching of this project through meetings and
   -   The engagement of a Director                                                         visits with key cast, producers, and other industry executives in Los Angeles.
   -   Identifying and engaging key cast members and other creative
       elements (including a soundtrack and sponsorship deals)
   -   Confirmation of locations and preparation of a film production schedule

The key element to ensure saleability for a Hollywood feature film package will be
excellent	script	quality,	clear	production	requirements	and	strong	expert	support.		
To ensure this, Stone Movie Limited intend to:

   -   Engage David Blake to ‘steer’ the project to a production stage once the
       first round of development funding is secured. David has said he is keen to
       be involved and is a terrific asset given his more than 30 years of experience
       in the UK and LA. David has been instrumental in arranging recognised and
       highly awarded screenwriters and directors for Stone Movie Limited to review.

   -   Engage an awarded and known scriptwriter to turn initial script
       drafts into a final bankable screenplay. This process has been in
       motion since October 2009, including the exchanging of script
       ideas and edits. Once this engagement is completed the script
       is expected to be finalised in a period of four months.

4. inVeSTMenT/Share deTailS

non-exclusive use of funding sources
The capital raised in this offer will be used for the development stage of the
Stone	movie	and	allows	this	period	to	progress	quickly	in	response	to	significant	
Hollywood interest and strong potential market demand.

The alternative is to rely on drip feeding private investment and government grants
which would be insufficient to ensure the project is completed within a reasonable
and commercially viable timeframe. It would also not allow Stone Movie Limited
the	ability	to	immediately	attract	and	retain	the	high	quality	advisors	necessary	for	
further development.

Nevertheless, Stone Movie Limited is committed to ensuring that applicable film
investment and taxation incentives where available are utilised, provided they
contribute positively to the value of the development. Stone Movie Limited also
intend to seek early income and funding from sources such as product placement
and sponsorship.

Use of preference Shares
Preference shares are being offered by Stone Movie Limited in return for capital
provided under this Offer. The use of Preference Shares allows the production
company to provide a full return on the investor funds, and:

   –	 Preference	shares	rank	equally	with	all	fully	paid	Ordinary	Shares	in	terms	
      of voting rights and access to dividends and other distribution of earnings.
   – Preference shares also entitle the holder to a return of their
      investment and a once-off special dividend payable on FDoPP

The Stone Movie Limited founders will, however, retain Ordinary shares which do
not have these additional share entitlements.

4. inVeSTMenT/Share deTailS                                      (cOnT’d)

Two Rounds of capital Raising will
fund the development project

Round 1
Round 1 funding issues “A” Class Preference Shares priced at           “A” Class PREFERENCE SHARES                          ORDINARY SHARES
$0.04 cents per share for the provision of $300,000.                   7,500,000 x $0.04 cents shares                   80,277,967 Ordinary shares
Preference Shares issued in Round 1 accounts for 8.54% of the           New Investors under this Offer                  * Unpriced Founder Shares *
total (Ordinary + Preference) shares.

Round 1 funding will be used for the engagement of                                    8.54%
consultants and accredited screenwriters, director & key cast,
development of product placement opportunities and travel
and accommodation expenses associated with meetings with                                                                            Stone Movie Limited is a new company
                                                                                                                                    created to:
Hollywood executives.
                                                                                                  STONE MOVIE LIMITED               •	 Own	and	manage	the	STONE	Project
                                                                                              87,777,967 TOTAL Voting Shares        •	 List	on	ASSOB	as	per	ASSOB	Rules
                                                                                                                                    •	 Raise	capital	to	fund	the	
                                                                                                                                       development of the project


                                                                                                                                    Platinum Productions Pty Ltd was the
                                                                                                                                    holder of the assigned project rights.
                                                                                               Platinum Productions Pty Ltd         ASSOB	Listing	rules	require	
                                                                                                                                    that the Parent company be a
                                                                                                 100% Wholly Owned Subsidiary
                                                                                                                                    public company as this provides
                                                                                                                                    greater investor transparency.

4. inVeSTMenT/Share deTailS                                     (cOnT’d)

Round 2
Round 2 funding issues “A” Class Preference Shares priced at         R1 PREF SHARES         R2 PREF SHARES
$0.06 cents per share for the provision of $400,002.                   7,500,000 x            6,666,700 x
                                                                    $0.04 cents shares     $0.06 cents shares                  ORDINARY SHARES
The increase in price of the “A” Class Preference Shares
                                                                                                                           80,277,967 Ordinary shares
in Round 2 will reflect the progress made during Round 1
                                                                                                                                   - No Change
funding and, in particular, the development of the screenplay        TOTAL “A” Class PREFERENCE SHARES:
                                                                                                                           * Unpriced Founder Shares *
and advancement of industry discussions with respect to                           14,166,700
production financing.
Preference Shares issued in Round 2 accounts for 7.06% of the
total (Ordinary + Preference) shares issued by the Company.
Round 2 funding will also be used for the ongoing engagement                                                                         Stone Movie Limited is a new company
                                                                                                                                     created to:
of consultants including assistance in the development of
                                                                                                 STONE MOVIE LIMITED                 •	 Own	and	manage	the	STONE	Project
budgets, story-boards and product pitch decks and ongoing                                                                            •	 List	on	ASSOB	as	per	ASSOB	Rules
                                                                                                94,444,667 TOTAL Shares
interaction and discussion with Hollywood production house                                                                           •	 Raise	capital	to	fund	the	
executives.                                                                                                                             development of the project


                                                                                                                                     Platinum Productions Pty Ltd
                                                                                                                                     was the private entity holding
                                                                                               Platinum Productions Pty Ltd          the assigned project rights.
                                                                                                                                     ASSOB	Listing	rules	require	
                                                                                                 100% Wholly Owned Subsidiary
                                                                                                                                     that the Parent company be a
                                                                                                                                     public company as this provides
                                                                                                                                     greater investor transparency.

4. inVeSTMenT/Share deTailS                                     (cOnT’d)

In total, Round 1 and Round 2 funding raises A$700,002 for 15.0% of the total shares     Stone Investors VIP Club
(Ordinary + Preference) of the Company.                                                  When investing in a film shareholder’s don't normally receive too many privileges
                                                                                         beyond potentially gaining a return on their investment.
Consequently,	new	investors	in	this	Offer	would	be	entitled	to	an	ongoing	15.0%	
share in the voting rights and distributed earnings of the company, with these           While returns are usually the primary goal of film investment, Stone Movie Limited
earnings to be received following the theatrical release of the film. New investors      recognises a sense of ownership and participation in the production of a film also
for Preference Shares also receive the additional special rights explained previously    provides a high level of personal and professional satisfaction.
for the return of capital and the once-off special dividend.
                                                                                         To this end Stone Movie Limited has developed the Stone Investors VIP Club to
A summary of the Company Share Capital and Rights of Preference Shareholders             acknowledge the financial contribution that investors will provide to making
is provided in Appendix 5 and is contained in the Stone Movie Limited Constitution       Stone a reality.
that governs how the company manages its share capital; it is through this
Constitution that investor share rights are governed and protected.                      Stone Investors VIP Club will receive:

Statement Regarding profitability                                                           •	 A	special	framed	appreciation	plaque,	signed	by	the	
This investment offers a cash stream where the timing of the cash flows are                    Producers acknowledging their contribution;
dependent on the project proceeding initially to production status and then on to           •	 Controlled	and	supervised	access	visit	to	the	set	of	
the box-office, and then from there the sales success of the resulting movie will also         Stone at a time to be determined by Producers;
determine cash flow timing and rate.                                                        •	 On	screen	credit	–	for	example:	"Special	thanks	to	the	following	
Given current interest in the concept and the broad scope with which the project               people for their financial contribution, without which, this film
will be approached, the Directors consider it likely that the film package will                would	and	could	not	have	been	made"	listing	the	names	of	
be developed in such a manner that the film will proceed to production and,                    investors so their contribution is cemented in celluloid history;
additionally, box-office success.                                                           •	 Investors	plus	a	guest	will	be	flown	to	Sydney	to	attend	the	Australian	
However, the Directors make no financial forecasts or definitive statements                    Premiere of Stone and also attend the film's After Party.
regarding the outlook for either sale of the development package or the resulting
profit sharing aspects of this investment opportunity.                                   The Stone Investors VIP Club is exclusive to investors in this offer only, and this
                                                                                         invitation remains at the discretion of the Company.

5. prOjecT deTailS

The new Stone will retain the themes, feel and certain characters from the original     the original Stone an enduring classic. With gritty, slightly left-of-field movies such
movie whilst applying a modern and commercially appealing development of the            as Pulp Fiction and Lock, Stock and Two Smoking Barrels serving as evidence that
characters, plot, settings and ending. It adapts, but will not attempt to remake, the   such films can be commercially viable, the adapted Stone has plenty of room to
original iconic movie, but will maintain the edginess and realistic themes that made    make its mark on audiences with characteristics that will reflect the original.

                                      Stone is a dramatic thriller set in the world of bikie gangs, undercover cops, nightclubs, big
                                     business, politics and money. Two undercover agents are on a collision course with two outlaw
                                         motorcycle gangs – but how can you win when you can’t see who your real enemy is?

                                   Stone is the most dangerous ride of your life – and the truth can and will kill you.

                                    Take a ride with Detective Stone and American agent Jack Bryant as they join The GraveDiggers,
                                     a lawless, wild gang – who themselves are being targeted and killed, one by one. It’s a game of
                                                 survival, where everybody plays by their own rules, their own code, and
                                                                       no-one leaves unscathed.

                                      Set in Las Vegas, Los Angeles, Sydney and New York, Stone is a gripping journey of intrigue,
                                      action, passion, loyalty and motorcycle gang justice. It will change you, as it changes them.

                                                                    STonE – take the trip ...again

5. prOjecT deTailS                        (cOnT’d)

Writer’s Vision
I love and have a passion for films that draw you in with gritty, compelling             uncompromising in their efforts to impose order – until Stone’s world changes and
characters and contemporary, honest storylines as much as they do with fast-paced        he	is	torn	in	an	emotional	tug-of-war,	questioning	his	loyalty	and	ultimately,	his	own	
action and excitement; so to be able to adapt an iconic Australian film such as          pre-written fate.
STONE for a world-wide modern audience is a gift to a writer.
                                                                                         STONE is a layered and textured plot of action and intrigue. It’s a story that I
STONE is a film that pulls you in, willingly or not, as it explores truth and honour     believe craves a global audience. The dialogue will be direct and clear, violence is
in the midst of deception and disorder. The characters are gripping - you will           both perceived and obvious and sex is a physical element that hides as much as it
love them or hate them, but either way your emotions will stir; empathy for some,        gives away.
derision for others.
                                                                                         Ultimately, this is a film that will take you on a journey, the ride of your life. As
These are characters that live life to the full on both sides of the law as they love,   moviegoers we both love and need that. At times it’s not pretty, but then, life
fight, win, lose and draw.                                                               can be ugly.

STONE takes place in the murky, criminal underbellies of Sydney, New York, Los           I want to introduce you to the good guys and the bad guys; a diverse group whose
Angeles and Las Vegas. It’s a backdrop of harshness in a cloak and dagger world          roles are always interchanging in the world of Stone.
of undercover cops and a gangland existence that threatens at every moment to
explode in uncertain ways. Stone and his American counterpart, Jack Bryant, are                                                         – Richard Cartwright (December, 2009)

“I want to re-iterate my strong interest in your project, Stone. It’s seldom I come across an idea from Australia that has
what I’m looking for – a viable commercial genre with ‘brand’ name recognition.” – Mark gooder – CEO, ICON group

5. prOjecT deTailS                       (cOnT’d)

main characters                                                                                           Key Talent profiles
STONE                                                                                                           THE UNDERTAKER
Early-30’s undercover cop. Rugged. Handsome. He lives in a harsh, unforgiving and                               Jack Thompson (Confirmed via Letter Of Intent)
uncompromising world as a chameleon, who adapts as needed to survive. He is torn between
the pull of the deceptive world in which he works and the private world in which he struggles; his              MICK PERETTA
relationships in each of these are perilous. When Stone meets Miranda, herself living a double life, he         Steve Bastoni (Confirmed via Letter of Intent)
faces a conflict of duty and personal choice, but ultimately realises his fate was cast long ago.
                                                                                                                STONE – Identified potentials:
JACK BRYANT                                                                                                     Chris Hemsworth, Sam Worthington, Colin Farrell
Mid-40’s, veteran undercover FBI Agent. Rugged. Masculine. An old school cop with no fear, no
emotion and is calculating without favour. Has a ‘whatever it takes’ attitude to get the criminal.              JACK BRYANT – Identified potentials:
Bryant is the ultimate deceiver and has infiltrated the US GraveDiggers; he is an older, hardened               Mickey Rourke, Gerard Butler, Costas Mandylor
version of Detective Stone.
                                                                                                                MIRANDA / APRIL – Identified potentials:
MIRANDA / APRIL                                                                                                 Megan Fox, Rachel Taylor, Isabel Lucas
20-year-old Miranda is a dark haired beauty living a double life: by day a bright psychology student,
by night a seductive stripper. Miranda is sassy, cunning, sweet and causes havoc with Stone’s
emotions. When she realises the family secret that she is the grand-daughter of The GraveDiggers          Where Talent Profiles are indicated as not yet filled, the
bike	gang	founder,	The	Undertaker,	she	starts	to	question	her	life	and	the	choices	she	must	make.         identified potential actors are indicative of the calibre
                                                                                                          and kind of talent that the producers desire in the role,
MICK PERETTA                                                                                              and the tone of the screenplay.
Mick is the President of the latter day GraveDiggers bike gang. A ruthless and violent man with
a dark sense of humour and a warped sense of justice. Solid and rugged with a mean, psychotic             Negotiations for yet to be filled Talent Profiles are being
streak.                                                                                                   conducted and will be secured with Letters of Intent in
                                                                                                          the near future

6. TargeT MarkeT

Stone is an Australian production of an international film that is intended to reach a global audience. Accordingly, it is intended that the development packages will utilise
A-list	writers,	directorial	talent	and	cast	to	make	a	high	quality	film	with	high	potential	for	commercial	return.		
There are three key markets that Stone will address, and their characteristics are discussed in the following table:

                            KEY mARKET 1                                       KEY mARKET 2                                     KEY mARKET 3

  Age Demographic           35 – 65 year old males                             15 – 35 year old males                           20 – 50 year old females

  Level of awareness of     Likely to know the original and/or have seen it.   May not have seen the original Stone.            Mixed – may well not have watched the
  original Stone film                                                                                                           original, but likely to know of it through others.

  Target Market             Large, movie-going and DVD rental                  Growing demographic that likes fast paced,       Key segment that looks for strong rugged male
  Description               demographic that generally likes plot driven       action movies, the ‘cool factor’ of attractive   characters with emotions that are sometimes
                            action movies with strong characters and           and prominent actors, and understand the         exposed. Increasing interest in action movies,
                            quality	dialogue.		                                role that violence (implied and actual) plays    where younger generations are breaking free of
                                                                               in a film.                                       traditional viewing stereotypes.

  What do they look         Good script and an action oriented movie.          Action and drama, ‘cool factor’ of the           Strong leading male characters and a love
  for in a movie?           Movies that make reference to modern day           motorbikes, sexiness of actors, ability to       interest that just may, or may not, work out.
                            themes such as culture, environment, politics,     buy into the franchise and relate to images
                            ethics, honour and greed.                          portrayed.

6. TargeT MarkeT                      (cOnT’d)

Stone will weave elements of the original movie into a fast paced and emotive
storyline to ensure an attraction for all three of these demographic groups. Whilst    fast & furious (2009)
such demographic breakdowns do serve as a good guide, one cannot discount the          Est. Budget:                  USD85M
capacity for a well made movie to have a broad appeal without having to be an          Worldwide Theatrical Gross:   USD360M
everyman’s film. Stone will be adapted to take the best elements of the original and   US Theatrical Gross:          USD155M
package them in such a way that will make the film palatable for a wide audience -     Genre:                        Action/Crime/Drama/Thriller
without losing the sense of edginess that endeared the 1974 version to so many.        Director:                     Justin Lin
                                                                                       Key Cast:                     Vin Diesel, Paul Walker

comparable, Recent films
The following films are appropriate comparisons for what can be achieved by
the new adaptation of Stone. These movies are all Hollywood releases and come          The Bourne Ultimatum (2007)
from genres related to the new Stone movie, and as such it is anticipated that the     Est. Budget:                  USD110M
audiences for these movies will be drawn to elements of this new production.           Worldwide Theatrical Gross:   USD441M
                                                                                       US Theatrical Gross:          USD227M
                                                                                       Genre:                        Action/Adventure/Mystery/Thriller
                                                                                       Director:                     Paul Greengrass
                                                                                       Key Cast:                     Matt Damon

                                                                                       The Departed. (2006)
                                                                                       Est. Budget:                  USD90M
                                                                                       Worldwide Theatrical Gross:   USD289M
                                                                                       US Theatrical Gross:          USD132M
                                                                                       Genre:                        Crime/Mystery
                                                                                       Director:                     Martin Scorsese
                                                                                       Key Cast:                     Leonardo DiCaprio, Jack Nicholson, Matt Damon

7. MarkeTing STraTegY

Marketing strategy and distribution agreements are a critical element to the success    It is likely that the providers of finance for the higher cost production stage of
of a feature film – a fact that is not lost on the people behind Stone Movie Limited.   the film will decide the type of promotion and marketing that Stone receives
As the developers of the new Stone film, they will be seeking to either:                prior to, during, and after its theatrical release. Nevertheless, Stone Movie Limited
                                                                                        will be involved in these negotiations and will seek the best available option for
   •	 Sell	Stone	into	a	production	studio	such	as	Mandalay	or	Icon	Pictures	            shareholders based around typical marketing strategies including, but not limited to
      (both of whom have provided written expressions of interest and                   the following aspects.
      have a history in films of this genre) or other production studios
      such as Paramount, 20th Century Fox, or Universal who will arrange                product
      the finance for film production and the marketing of the movie,                   The product set to be marketed is the theatrical release of the feature film, followed
                                                                                        by the DVD release, and will include all income streams from the film such as
      OR                                                                                original soundtracks, digital rights media (such as internet marketing opportunities),
                                                                                        interactive gaming, and mobile platform applications.
   •	 Co-produce	Stone	with	potentially	one	or	a	number	of	smaller	production	
      studios that will provide finance, whilst the STONE development team              Additionally,	with	the	rights	to	a	sequel,	Stone	Movie	Limited	will	seek	opportunities	
      will continue to play a significant role in the production of the movie.          to generate further revenue through the development, production and marketing of
                                                                                        a follow-up film.
In return, Stone Movie Limited will receive certain rights, including a likely profit
share of the commercial returns of the film as well as potential rights to certain      price
other revenue generating activities such as internet marketing, merchandise, DVD        The price of the products will be different in each territory, and as such, the
revenues,	and	any	sequels	that	may	arise.		The	exact	nature	of	this	deal	and	the	       objective of the company is to maximise returns through release in as many
return to Stone Movie Limited remains unknown at this time.                             profitable territories as possible. This will necessitate dealing with distributors in
                                                                                        different territories in order to achieve a result that is most beneficial for Stone
Accordingly, Stone Movie Limited will not seek to take on the risk of financing         Movie Limited, and therefore in turn, the company’s shareholders.
the full production or the costs associated with film marketing and distribution,
however, investors will retain exposure to the commercial success of the film
through a profit share arrangement based on their shareholding in the venture.

7. MarkeTing STraTegY                               (cOnT’d)

promotion                                                                                  product Sponsorship and product placement
Promotion for a feature film is a major activity involving a mix of marketing channels     As a feature film, sponsorship and product placement opportunities provide
and targets. It typically comprises of the following avenues:                              revenue at both the development stage (contributing to the funding of this project)
                                                                                           and at the production and release stages of a film’s life.
Advertising – Print & Electronic and on-line media campaigns
                                                                                           Stone is particularly well suited to utilise product placement and sponsorship
Public Relations – Publicity prior to and during launch periods                            opportunities. Stone Movie Limited have sought the assistance of industry experts
and at major awards periods                                                                to facilitate and accelerate these opportunities.

Sales Promotions – Film Festivals, Film Sales Conventions,                                 Specific opportunities arise given the nature of the film’s themes, including an
Sales Promotions, Sponsorships                                                             association with Harley Davidson - a truly global motorcycle brand - and Jack
                                                                                           Daniels. In addition to this, the heads of Stone Movie Limited are investigating
Direct Marketing – On-line, Stone website, email, database building and sourcing           possibilities with Red Bull, lifestyle clothing labels, and footwear companies.

The coordination of much of the above will rely on the production company that             As mentioned before, an opportunity exists to engage with Harley Davidson
Stone Movie Limited works with on developing Stone, however, it is envisaged that          product lines. As was the case with the James Bond franchise and BMW,
branding for all collateral will be relatively simple, and a powerful, effective message   whereby a production model with specific features that appeared in the film was
will be able to be achieved.                                                               released for the public, Harley Davidson may produce a Stone Edition Harley that
                                                                                           will present global branding for both Harley Davidson and the film. The opportunity
Additionally, it is foreseeable that Stone will benefit from current US interest in the    to explore this option will be canvassed with Harley Davidson once development
hugely popular weekly television series, Sons of Anarchy, on the FX Network.               funding is secured.

Described as The Sopranos on bikes, Sons of Anarchy                                        merchandising
has over four million regular viewers and has just                                         Merchandise is usually integrated into pre- and post launch marketing activities,
agreed to create a third 13-episode series. Whilst it is                                   and, for a film of this genre, will typically include items such as clothing and branded
still early days for the movie from a marketing point-                                     ‘special edition’ items.
of-view, it can be seen that a television series such as
this presents an excellent avenue for cross promotion
and TV advertising placement.

7. MarkeTing STraTegY                              (cOnT’d)

A film’s success on theatrical release is assessed through the number of screens         Title                   Year            Budget           US Gross        Worldwide
with an ‘opening’ and the gross takings per screen. A major Print and
Advertising (P&A) campaign usually precedes a feature film release and has a             Fast & Furious          2009            $85M              $155M          $360M
positive impact on takings.
                                                                                         The Fast and
It is expected that as a feature film Stone would involve a considerable P&A             the Furious:            2006            $85M             $62.5M          $157M
campaign and be released domestically (US and Canada) on a large number                  Tokyo Drift
of screens, with international release in similar numbers. Additionally, a strong
theatrical release positively affects further sales when released to DVD, and            2 Fast 2 Furious        2003            $76M             $127M           $234M
therefore a strong initial release is vital to the movie’s ongoing success.
                                                                                         The Fast and            2001            $38M             $145M           $207M
Using Fast and Furious (April 2009) as an example, from a strong US opening on           the Furious
a large number of screens (USD $70M) it continued to sustain strong box office
takings by week three taking USD $136M. The final gross domestic taking in the US        Total                                   $284M           $489.5m         $958m
was USD $155M.

Stone Movie Limited will seek a release for Stone that maximises shareholder           Whilst this isn’t to indicate that Stone will certainly achieve the same takings, what
earnings; it is therefore seen as essential that, for what should be a major feature   it does demonstrate is the capacity that an action/thriller film franchise has to make
film, Stone will be released with a substantial P&A campaign.                          box office earnings (and in this case, a franchise with costs that are relatively low
                                                                                       compared to other big budget Hollywood productions). Particularly notable is the
                                                                                       fact that, once an initial brand is set up, promotion and marketing activities for later
long-term holder of rights                                                             instalments become much easier, and it is with this in mind that the possibility of a
As	part	of	the	film	rights	Stone	Movie	Limited	have	an	option	for	a	sequel	to	         sequel	to	Stone	will	be	considered.
Stone and will seek to ensure that the movie is created as a major and successful
Hollywood branded franchise.
Using the Fast and Furious franchise again as an example, the total box office
takings for all four films is nearly USD $1Billion.

8. ObjecTiVeS and acTiOn plan

The following objectives have been set with respect to creating                        As the Stone project proceeds the Board will continuously look for ways to increase
the Production Package:                                                                and enhance shareholder value and wealth. This could include expansion by
                                                                                       product,	acquisition	or	merger,	or	through	various	exit	considerations,	such	as	the	
immediate activity                                                                     sale of rights of the company either domestically or overseas. These opportunities
                                                                                       will be considered by the Board as the Company as the Stone Development
   •	   Engage	required	consultants	–	During	Jan/Feb,	2010                             Package develops.
   •	   Finalise	draft	script	-	by	April,	2010
   •	   Secure	a	director	and	key	cast	members	-	by	May,	2010
   •	   Produce	a	full	production	budget	-	by	June,	2010                               9. Financial prOjecTiOnS

   -    It is anticipated that by July 2010 Stone Movie Limited will have              The Directors have considered the matters set out in ASIC Regulatory Guide 170:
        the Stone project ready to commence pre-production.                            Prospective Financial Information and believe that they do not have a reasonable
   -    A target date for First Day of Principal Photography                           basis to forecast future earnings because the operations of the Company are
        (FDoPP) is September 2010.                                                     inherently uncertain. Any forecast or projection would necessarily contain such a
                                                                                       broad range of potential outcomes and possibilities that it would be unreliable
The Directors consider that the funds to be raised in Rounds 1 and 2 will provide      and for that reason, the Directors have decided not to include any financial
the company with sufficient working capital to fulfil the objectives stated above.     projections or forecasts.
However, the company’s ability to effectively implement its business strategy over
time may depend in part on its ability to raise additional funds, and as such it may
consider undertaking a further round/s of capital raising in order to sufficiently
develop its business operations.

Stone Movie Limited anticipates that, with development and production proceeding
to plan, Stone would be released as follows:

   •	 Cannes	Film	Festival	-	May	2011	
   •	 Northern	Hemisphere	-	July	2011
   •	 Southern	Hemisphere	-	July	2011	

   10. STOne creaTiVe TeaM

   Richard cartwright                                          David Blake                                             James Grant hay
   Richard Cartwright is a Sydney based entertainment          David Blake is a veteran UK and US film producer        James Grant Hay is the Managing Director of InShot
   entrepreneur and industry consultant, lecturer in           and industry consultant who has worked on and           – a product placement and sponsorship agency.
   entertainment business studies, published author,           represented numerous film and TV shows in a career      James will present the Stone product placement
   screenwriter/producer and the driving force behind          that spans over 30 years. David’s involvement in        opportunities to agencies in New York and London
   the development of the Stone project to date. Richard       Stone to date has consisted of both presenting the      that would commercialise the Stone film opportunity
   brings with him over 30 years of entertainment              Stone ‘mood reel’ at Cannes, and providing access to    in the market. He also assists with presentation
   industry experience that ensures that the day to            a	number	of	qualified	Hollywood	A-list	writers	and	     material and ongoing design and copy advice.
   day operations and creative decisions are made              directors for Stone Movie Limited’s consideration.
   appropriately. He has also written the initial screenplay   David will play a considerable part in ‘steering’ the
   drafts for Stone and, through this process, has been        Stone development project as it progresses, and will
   taking an executive producer role in the development        play an active and hands-on role in the production.
   of the project. Relationships are important in
   creating a film project of this magnitude and Richard
   ensures these are kept moving, including with both
   the ownership of the film rights and with potential
   producers, directors and key cast.

The film grossed 1.55M at the box office in Australia when released in 1974, which is eight times its production budget of 195K

11. STOne MOVie liMiTed bOard OF direcTOrS

Jeffrey Beaumont - chairman                                Glen Whiteman - financial Director                       Richard cartwright - managing Director
Jeffrey Beaumont is the Chairman of Stone Movie            Glen Whiteman is the financial director of Stone         In his role as the Managing Director of Stone Movie
Limited. He has more than 20 years in corporate            Movie Limited and a founding owner and contributor       Limited, Richard was responsible for securing and
finance	and	capital	raising	with	equity	firms,	listed	     of capital to secure the film rights. He has extensive   funding	the	acquisition	of	the	film	rights	and	holds	
businesses and individuals. Jeffrey oversees the           experience in owning and running fast-growth and         the major relationships with key investors, original
company operations and, in particular, the key financial   entrepreneurial private and public businesses and will   STONE movie principals, and the associated advisors,
decisions, negotiations and strategies that will           assist in the administration of the company, ensuring    consultants and potential writers, producers,
contribute to a successful capital raising and project     compliance with all Corporations Law and capital         and directors.
development. He is also a founder of the company           raising	requirements.		
and provided capital for the securing of the film rights
through the Option and Purchase Agreements.

“Mandalay Pictures and myself hereby express our interests in further development and potential production for this
property contingent upon a final script, and a bankable director. We look forward to reviewing your package once
you feel it is complete.” – David Zelon - Executive vice President Production, Mandalay Films / universal Pictures

12. cOrpOraTe gOVernance/                                                               15. pUrpOSe OF capiTal raiSing
cOnTinUOUS diSclOSUre
                                                                                        The Company is seeking to raise an amount of $700,002 through an issue of
The Company has adopted sound practices of corporate governance. A process              Preference Shares for the principal purpose of funding the development of STONE.
of continuous disclosure has been adopted relevant to keeping Directors,                The capital raising is being undertaken through this Offer Document in accordance
management, Shareholders and potential investors informed. In all the Company           with the capital raising provisions pursuant to section 708 of the Act.
does,	it	is	cognisant	of	subsequent	requirements	for	due	diligence	in	the	event	of	a	
future merger, trade sale, takeover or listing.                                         When all of the Shares on offer are taken up, the $700,002 would represent a voting
                                                                                        and	profit	distribution	equity	stake	in	the	Company	of	approximately	15%.
Investors are invited to undertake their own due diligence of the Company, its
management and the Company’s products or services, subject to signing a
Confidentiality	Agreement.		Enquiries	should	be	made	to	the	Company	directly.           16. MiniMUM SUbScripTiOn reQUireMenT

                                                                                        No Shares will be issued pursuant to this Offer Document until Minimum Subscription
13. Financial repOrTing                                                                 has been reached. The minimum amount sufficient to commence the implementation
TO SharehOlderS                                                                         of the immediate business planning objectives of the Company pursuant to this Small
                                                                                        Scale Offering is $100,000 which will enable the company to engage an accredited
Stone Movie Limited Ltd will ensure that in accordance with its duties under the        and well-established Hollywood screenwriter and other advisors.
Act,	quarterly	financial	information	will	be	made	readily	available	to	the	Board	and	
its Shareholders. The Company will produce an annual investor report incorporating      Once Minimum Subscription has been reached, Shares allotted pursuant to this
Profit & Loss, Balance sheet, Cash Flow and Operations Report in accordance with        Offer will be issued and monies held in Trust will be allocated and released for the
International Financial Reporting Standards (IFRS).                                     benefit of the Company. It will take up to ten (10) business days to process Share
                                                                                        Application Forms (“Applications”) and Application Monies through the Trust
                                                                                        Account and thereafter the Company will issue certificates or holding statements
14. cOMpanY incOrpOraTiOn                                                               to Shareholders which set out the number of Shares issued to each Shareholder
                                                                                        pursuant to this Offer Document.
On the 4 January 2010, the Company was registered with the Australian Securities
and Investments Commission (ASIC) as an unlisted public company.                        In the event the Minimum Subscription amount is not met within four (4) months of
                                                                                        the Opening Date, then any monies so far subscribed will be refunded to Investors
                                                                                        in full and without interest and this Offer will be withdrawn from the Australian
                                                                                        Small Scale Offerings Board, pending further action from the Company.

17. The OFFer

Two Rounds of funding have been anticipated in this Small Scale Offering.              Any additional capital raising will be wholly contingent upon the Company’s Round
                                                                                       1 and Round 2 capital raising being fully subscribed. The Company may elect, at
The Company will offer for sale a total of seven million, five hundred thousand (“A”   its sole discretion, to offer additional Securities to remaining concessions covered
Class) Preference Shares at an issue price of $0.04 in Round 1 and six million, six    by s708(1) of the Act or to any sophisticated, professional or other excluded
hundred and sixty six thousand and seven hundred (“A” Class) Preference Shares         investors pursuant to section 708 of the Act. Any such Offer may be made through
at an issue price of $0.06 cents in Round 2 which, when fully sold is intended to      a Supplementary Offer Document or an Investment Memorandum. Should there
provide	the	required	$700,002.		                                                       not be any sophisticated, professional investors or remaining concessions, any
                                                                                       additional Round/s may be made under full disclosure.
The raising is expected to provide investors with a maximum amount of 15% of the
voting	equity	in	the	Company.                                                          Please note that at any stage of the capital raising process, the pricing of the
                                                                                       securities provides investors with a guide only and the price paid for securities
However, before making any investment, investors are advised to take their             will always be a matter for negotiation between the parties. The Company makes
own independent accounting, taxation, legal and any other advice they or their         no representation about the underlying value of securities on offer. Prospective
circumstances	may	require	in	considering	an	investment	in	Stone	Movie	Limited.		No	    investors must make their own assessment about whether the price of the securities
person mentioned in this Offer Document will offer, or may be construed as offering    on offer represents fair value.
advice to any potential investor in Stone Movie Limited.

“STONE was Australia’s first true cult movie and it struck a chord with countless moviegoers that resonates to this day”

18. USe OF prOceedS
The following is a summary of the proposed use of funds. The amounts in the table may be subject to variation.

                                                                                                                 DISCLOSURE FOOTNOTES ON
  Round 1 funding
                                                                                                                 INTERRELATED TRANSACTIONS AND FOR
                                      Option and Purchase Agreement1 including Drafts 1 and                      PRE-EXISTING WORK AND ASSETS:
                                      2 of Screenplay 1, 2
                                      Review & engage recommended U.S. co-scriptwriter            $60,000          1. Payment for the Option and Purchase
                                                                                                                      Agreement. To be paid to G Whiteman
                                      Consultant Fees David Blake                                 $50,000
                                                                                                                      and J Beaumont who funded the
                                      Director review and engagement                              $30,000             payment for the film rights successfully
                                      Product Placement – InShot assistance                       $10,000             negotiated with the original copyright
                                      Legal engagement and advice (U.S.)                          $30,000             holder Mr Sandy Harbutt in April 2009.
                                      Contingency                                                 $15,000
                                                                                                                   2. Payment for Versions 1 and 2 of
                                      Cost of raising funds                                       $35,000
                                                                                                                      the Screenplay to R Cartwright for
                                      Total                                                       $300,000
                                                                                                                      preparation and drafting of scripts.
  Round 2 funding                                                                                                     Fees paid are within Screen Writers
                                                                                                                      Guild recommended range.
                                      Renewal of Option and Purchase Agreement                    $50,000
                                      Legal Assistance                                            $30,000          3. Payment to Platinum Entertainment
                                      Final screenplay                                            $90,000             Pty Ltd for ongoing consulting fees.
                                      Director services                                           $20,000             Platinum Entertainment Pty Ltd is a film
                                      Product Placement and other consulting services             $55,000             producer owned by Richard Cartwright
                                                                                                                      and was responsible for both the
                                      Salaries, administration, office, travel, accom             $95,000
                                                                                                                      successful negotiation with Mr Sandy
                                      Platinum Entertainment Pty Ltd consulting Fees    3
                                                                                                  $30,000             Harbutt for the film rights and will be
                                      Cost of raising funds                                       $30,000             used through the life of the project.
                                      Total                                                       $400,000
  Total funding Rounds 1 and 2                                                                    $700,000

19. hOW TO applY FOr ShareS                                                            The Directors reserve the right to accept any Application in full, accept any lesser
                                                                                       number of Shares, or decline any Application. Applicants must not assume that the
An Application to subscribe for Shares pursuant to this Offer may not legally be       Shares they apply for, or any number of Shares, will be issued to them in response
included	in	this	Offer	Document	and	any	interested	investors	are	to	request	an	        to their Application and before dealing in any Shares, Applicants must satisfy
Application from the person whose name and contact details appear at the end of        themselves as to their actual holding of Shares.
this Offer Document at Section 35.
                                                                                       In the event any Application is rejected, in whole or in part, the relevant Application
The Offer made pursuant to this Offer Document is made only to the addressee           Monies will be refunded to the investor in full without interest. Where the number
of the Offer and only the addressee may complete the Application and subscribe         of Shares issued is less than the number applied for by the Applicant, the surplus
for the Shares offered pursuant to this Offer. To that extent, neither the Offer       Application	Monies	will	be	refunded	by	cheque	within	thirty	(30)	days	after	the	
Document nor the Application may be handed to any member of the public.                Closing Date. Where no Shares are issued, Application Monies will be refunded to
                                                                                       the	investor	in	full	by	cheque	within	thirty	(30)	days	of	the	Closing	Date.		
Applications should be for an average minimum parcel of 750,000 shares or
$30,000 in Round 1 and 666,670 shares or $40,000 for Round 2. A completed              The Company will issue certificates to Shareholders once Minimum Subscription has
Application must be accompanied by a single payment in the full amount as per          been reached and Shares have been allotted, which sets out the number of Shares
instructions on the Application form.                                                  allocated to each Shareholder pursuant to this Small Scale Offering. Should there
                                                                                       be any change to an Applicant’s holdings; a new certificate will be provided upon
For Overseas Investors, a completed Application must be accompanied by a               delivery to the Company of the original certificate for cancellation.
telegraphic transfer (TT) receipt or electronic funds transfer (EFT) receipt, made
payable to the Trust Account nominated on the Application. All funds sent from
overseas, when converted to Australian dollars, must be the same Australian dollar     20. Opening and clOSing daTeS
amount inserted in the Application – clear of bank fees. Funds must arrive as a
single deposit for the full amount with the three letter ASSOB Code reference, plus    The Opening Date of this Small Scale Offering is 25 January 2010 at 9am ESDT and
the investor name and date of transfer.                                                the Closing Date will be 24 January 2011 at 5pm ESDT, unless fully subscribed earlier.
                                                                                       The above date is indicative and subject to change. Stone Movie Limited reserves
Application Monies for Shares offered pursuant to this Offer Document will be held     the right to change the dates and times of the Offer without notice, whether fully
in trust until allotment of those shares (subject to reaching the prescribed Minimum   subscribed or not. Stone Movie Limited also reserves the right to extend the closing
Subscription	requirement).	                                                            date for Applications without prior notice. Prospective investors are encouraged to
                                                                                       submit an Application for Shares as early as possible.
For sophisticated investors who, pursuant to s708(8)(c) of the Act, are able to
provide	a	certificate	from	a	qualified	accountant	and	for	offers	not	received	in	
Australia, there is no minimum or maximum investment amount.

21. aVerage inVeSTMenT per inVeSTOr                                                       24. OWnerShip STrUcTUre

The average investment per investor is $30,000* in Round 1 and $40,000* in Round 2.       The Directors, present owners and existing shareholders have invested considerable
                                                                                          money,	time	and	effort	in	acquiring	of	rights,	market	research	and	development,	
*Investors’ Note:                                                                         intellectual property, contracts, processes and systems of the business to achieve
In any round of capital raising being undertaken, the pricing of the securities           this stage of the Company’s development. For this contribution they will retain ~85%
provides investors with a guide only and the price paid for securities will always be a   of the total issued shares in Stone Movie Limited from the outset.
matter for negotiation between the parties.
                                                                                          However founders hold only Ordinary Shares. Ordinary Shares are not entitled to
                                                                                          the special rights of Preference Share holders that relate to a full return capital
22. aVerage SharehOlding                                                                  or	the	once-off	special	dividend	on	the	start	of	filming.		Consequently	Ordinary	
per inVeSTOr                                                                              shareholders are reliant on ordinary distributed earnings from the Company (which
                                                                                          are also payable to Preference Shareholders) that are most likely to accrue from
The average parcel of shares available per investor is 750,000 “A” Class Preference       commercial success of the film.
Shares at $0.04* cents in Round 1 at $30,000 per investor and 666,670 “A” Class
Preference Shares at $0.06* cents in Round 2 for $40,000 per investor.
                                                                                          25. diVidend pOlicY
*Investors’ Note:
In any round of capital raising being undertaken, the pricing of the securities           The initial objective of Stone Movie Limited is to obtain sufficient working capital
provides investors with a guide only and the price paid for securities will always be a   to enable it to fully develop its business plan. The ability of Stone Movie Limited
matter for negotiation between the parties.                                               to pay and the amount of any dividend in the future is dependent on many factors,
                                                                                          including	its	future	capital	and	intellectual	property	development	requirements	and	
                                                                                          the financial position generally of Stone Movie Limited at the time. Many of the
23. liMiTed liabiliTY                                                                     factors that affect the ability of the Company and the timing of those dividends
                                                                                          will be outside the control of Stone Movie Limited and its Directors. The Directors
In accordance with the Act, the liability of shareholders is limited to the fully         cannot give any assurance regarding payment of dividends in the future.
paid value of the shares held. If partly paid shares are held and a call is made, the
holder is liable to pay the call. An investor taking up shares in a company knows
from the outset the extent of their individual liability and should seek appropriate
professional advice to determine if the investment is suitable.

Stone Movie Limited does not intend to issue any partly paid Shares.

26. exiT STraTegY                                – am i able to sell my Shares?                              27. eScrOW prOViSiOn

The Shares, including the Preference Shares, in Stone Movie Limited are freely                               Founding shareholders all hold Ordinary Shares, and not Preference Shares. Whilst
transferable and as an unlisted public company, can be traded through the                                    Ordinary Shares do not have rights to the special once-off dividend or have the
company’s share register.                                                                                    right to a repayment of share capital on FDoPP as do the Preference Shares,
                                                                                                             they	do	still	have	an	equal	per	share	voting	right	and	equal	per	share	access	to	
A shareholder may transfer by proper transfer or by an instrument in writing in any                          distribution	of	profits	as	the	Preference	Shares.		Consequently,	whilst	of	less	value	
form authorised by the Act or in any other form that the directors may approve.                              than Preference Shares, Ordinary Shares do have a potential value related to
The directors may only decline to register any transfer in circumstances where the                           ultimate profits of the film and the value of the Company.
transfer	is	not	in	a	registrable	form	or	where	the	Act	provides	or	would	require	that	
the registration be refused. All share transfers and documentation relating to the                           Ordinary Shares are not listed on ASSOB, but are transferable in any form
transfer of shares must be documented in the company’s share register and lodged                             authorised by the Act or in any other form that the directors may approve. To
at the company’s registered office.                                                                          demonstrate their commitment to the development of the project the original
                                                                                                             founding shareholders have entered into a voluntary restriction agreement with
The Company has applied to and been approved by the Australian Small Scale                                   the Company whereby the existing nominated shareholders agree that they will
Offerings Board (ASSOB) to list its offer to issue securities on the ASSOB platform                          not transfer, sell or otherwise dispose of any more than 10% of each founder’s
at www.assob.com.au                                                                                          shareholding for a period of twelve (12) months from the opening date of this Offer.
                                                                                                             A copy of the Voluntary Escrow Restriction Agreement is available to interested
Once the offer contained herein has closed, keeping the Company listed on the                                parties	upon	request	to	the	Company.
ASSOB platform provides the Company’s new shareholders with access to
ASSOB’s restricted secondary sale platform where they can offer* to transfer
some or all of their holding.                                                                                28. creaTiOn and iSSUe
                                                                                                             OF FUrTher ShareS
*Subject to ASIC Class Order [02/273] “Third Exemption”: Provided that, in each offer, share transfers are
restricted to no more than 20 new investors in 12 months and not exceeding $5 million in total.              The issue of Shares is under the control of the Directors of Stone Movie Limited.
                                                                                                             Subject to restrictions on the allotment of Securities to Directors or their associates
Users of ASSOB’s Secondary Sale platform should be aware at the outset that                                  contained in the Act, the Directors may allot or dispose of other Shares on such
ASSOB is not an established market for the sale or purchase of securities but merely                         terms and conditions as they see fit. To obtain a definitive assessment of rights
provides a mechanism to identify potential investments or investors. To that extent,                         and liabilities which attach to this Offer, Shareholders should obtain a copy of the
the	market	for	ordinary	shares	must	be	considered	to	be	illiquid	and	likely	to	remain	                       Company’s Constitution and seek their own independent legal and accounting advice.
illiquid	until	such	time,	if	at	all,	the	Company	lists	on	a	stock	exchange	or	is	taken	
over by a company listed on a stock exchange.

29. OTher cOMpanY inFOrMaTiOn

28.1   Employee Share ownership participation Scheme                                               In subscribing for Preference Shares you will be bound by the Constitution
       The Company wishes to disclose that whilst it is unlikely that in the future                of Stone Movie Limited, a copy of which will be provided (free of charge)
       it will establish an Employee Share Option Plan (ESOP) this may be                          to	any	interested	party	upon	request	to	the	Company.
       implemented at its discretion in order to attract and retain key personnel. The
       scheme will be subject to the obligations set out in the Act.                           •	 Film	Rights	Agreements
                                                                                                  These agreements were executed between Platinum Entertainment Pty
28.2   patents, Trademarks, intellectual property                                                 Ltd (the Producer) and Sandy Harbutt (the Author) and Editions Tom
       The Company has executed Option and Purchase Agreements, and Rights                        Thompson (Aust) Pty Ltd (the Agent).
       assignment agreements that allow it to
                                                                                               	   The	film	rights	were	subsequently	assigned	as	per	the	Agreements	to	
       –  Pay a fee for and renew during the Term, the Option to have the rights to                Platinum Productions Pty Ltd. Platinum Productions Pty Ltd is a wholly
          remake STONE                                                                             owned subsidiary of Stone Movie Limited (The public company listing on
       – Pay a purchase fee for these rights to the Copyright Holder in                            the ASSOB and for which this Offer is prepared)
          consideration of the production and incomes to be generated from the
          production and release of the property                                                   – Exclusive Option Agreement STONE (Remake)
       –	 Be	granted	by	the	Copyright	Holder	the	Option	to	also	do	a	sequel	to	the	                –	 Exclusive	Option	Agreement	B	STONE	(Sequel)
          remake of STONE inclusive of these Option and Purchase fees / payments.                  – Purchase Agreement STONE (Remake)
       – To use the name, image, logo for merchandise, internet marketing, or other
          revenue generation potential items under agreement/s                                 •	 Assignment	of	rights
                                                                                               	 The	Rights	acquired	in	the	above	contracts	were	assigned	from	Platinum	
	      Of	note	is	a	requirement	that	under	these	rights	that	Stone	Movie	Limited	                 Entertainment Pty Ltd (a private company held by Richard Cartwright) to
       must	relinquish	the	rights	back	to	the	Copyright	Holder	should	the	project	                Platinum Productions Pty Ltd on 11 May, 2009.
       not develop to the point of principal production (filming) by April 9, 2011. A
       further explanation of this obligation is provided below in 29.6 Risk Factors     These Material Contracts are available for Investors to review (at no charge) –
                                                                                         subject to signing an NDA to protect sensitive information between the Producer
28.3   material contracts                                                                and Original Copyright holder that does not affect this Offer.
       •	 Constitution – the Constitution limits the liability of the Company’s
          Shareholders. It also contains the internal rules of the Company and
          defines matters such as the rights, duties and powers of directors and
          Ordinary and Preference Shareholders.

29. OTher cOMpanY inFOrMaTiOn                                         (cOnT’d)

28.4 Website
     The Company has set up a web site (www.takethetripagain.com) for the
     marketing and promotion of its products or services and will continually add
     to and update the site as the business develops.

28.5 litigation
     The Company is not engaged in any litigation.

28.6 Risk factors
     Due to the nature of the Company’s products or services and the early state
     of its development, the Directors believe that investment in the Company
     is extremely high risk and speculative. Many of the risks are outside the
     Company’s control but it will consider and implement risk reduction strategies
     where possible.

      Management will develop and implement workplace specific and enterprise-
      wide risk management strategies in association with appropriate consultants.
      These strategies will address all areas of the company’s operations including
      production processes, hazards, finance, workplace, customers, staff,
      stakeholders, economic, etc.

      Some of the general risks the Company faces include managerial and human
      resource problems, unexpected litigation and general economic fluctuations.
      Prospective investors should consider whether unlisted shares are an
      appropriate investment and if in any doubt, should contact their accountant,
      financial planner, solicitor or other professional advisor.

      Some specific Risks associated with the project and their mitigating factors
      where applicable are shown in the table below.

29. OTher cOMpanY inFOrMaTiOn                                           (cOnT’d)

 RiSK                            implicATion                                             miTiGATion

                                                                                         Success of this Offer will be contingent on having a broad enough level of
 Development funding, the                                                                interest and the appropriate investor terms and returns.
                                 The project needs to rely on other sources of
 subject of this offer, is not                                                           A marketing campaign is planned to ensure maximum uptake and interest in the
                                 funding. This is unlikely to be successful within the
 received or the Offer is                                                                Offer and the Offer has been structured and priced to ensure interest.
                                 time constraints of the Material Contracts.
 not successful                                                                          The Directors believe there is significant interest from Investors to ensure that
                                                                                         the development funding is obtained.

                                                                                         Finding producers and production finance is part of the development process.
                                                                                         Initial interest is high and will be developed by regular meetings and discussions
                                 This would mean that filming may not start prior to
 It takes too long to find                                                               with executives.
                                 April 9 2011 and the film rights would revert to the
 Production Finance                                                                      It is believed that with ongoing good relationships with Mr Harbutt Stone Movie
                                 original owner, Sandy Harbutt.
                                                                                         Limited might renegotiate an extension of the Option and Purchase Agreements
                                                                                         at	an	appropriate	time	if	required.

                                                                                         Recommended, awarded, and highly proficient advisors, writers and consultants
                                 This would make it more difficult to secure finance     are being used to ensure a development production package that has a high
 The development
                                 for production with the result that filming may not     likelihood of finding follow-on production funding.
 package is not good
                                 start prior to April 9 2011 and the film rights would   Initial interest has been based on a concept that indicates that with diligence
                                 revert to the original owner, Sandy Harbutt.            a development package should be able to be created that would obtain a high
                                                                                         level of production finance interest.

                                 Investor returns are limited although investors under
                                 this Offer would have received a full return on their   The directors of the company are heavily incentivised to ensure not only that all
 The film is not successful
                                 capital provided filming began before 9 April 2011.     conditions of material contracts are met, but that the project makes a film that is
 on theatrical release
                                 Founding owners and holders of Ordinary shares are      commercially successful.
                                 unlikely to receive a commercial return.

29. OTher cOMpanY inFOrMaTiOn                                              (cOnT’d)

highlighted Risk                                                                               May	11	2009	the	rights	were	subsequently	transferred	from	Platinum	Entertainment	
In particular, the film rights to this project have been agreed under specific timing          Pty Ltd to Platinum Productions Pty Ltd, a 100% wholly owned subsidiary of Stone
constraints that ensure Stone Movie Limited do not unduly delay the development                Movie Limited)
and production of the project.
                                                                                               Accordingly, the Directors believe that it is possible, although not certain, that
In effect, filming needs to begin before 9 April, 2011. A failure to begin filming             should significant progress be made in the development despite filming potentially
before this date would mean the rights under the Option and Purchase Agreements                not commencing in the required time period then Mr Harbutt might be willing to
revert to the original Copyright Holder, Sandy Harbutt, and Stone Movie Limited                provide an extension or renegotiate the rights agreements to allow the completion
would no longer be able to continue this project without seeking an extension or               of the project.
renegotiating a further agreement with Mr Harbutt.
                                                                                               There can be no guarantee that the Company will achieve its stated objectives or
The Directors believe that with funding under this Offer that a project can be                 that any forward-looking statements will eventuate. Accordingly, an investment in
developed within that time frame ensuring ongoing rights and income to Investors.              the Company should be regarded as highly speculative. This information does not
                                                                                               purport to be a comprehensive statement of all risks; an investor should seek and
The Directors wish also to note that Sandy Harbutt has refused to sell the STONE               obtain professional advice prior to deciding whether or not to invest in Stone Movie
rights to anyone for over 30 years until the offer from Platinum Entertainment (On             Limited.

   SPECIAL NOTES FOR RETAIL                                     If the film goes ahead you get your money back and          other marketing income. As Shareholders in Stone Movie
   (NON SOPHISTICATED) INVESTORS                                an additional 25% return when shooting starts as:           Limited you are entitled to the distribution of those
                                                                Development funding (the subject of this capital raising)   profits	when	they	are	made,	on	equal	terms	with	all	
   This project should be considered high risk                  is an Above-the-Line cost (using industry terms) which      Ordinary shareholders.
   Film projects are speculative and risky and are typically    means that this is paid out by the production financing
   promoted to sophisticated investors only. Stone Movie        agreement (to be secured) on the start of principal         If a production agreement is not made, or not made
   Limited is proud to be able to offer this opportunity        production / photography (FDoPP)                            in time to permit filming to begin by April 9 2011:
   to those not usually able to access these types of                                                                       Your investment should be considered at risk. Stone
   opportunities and believes it has structured the offer in    Additional returns are possible following                   Movie Limited will need to reassess its position with a
   a simple and attractive manner. However the Company          commercial release of the film as:                          view to either renegotiating the film rights or otherwise
   does not guarantee returns, or that the film will be made,   Stone Movie Limited will seek a production agreement        monetising the development work to date.
   or the commercial success of the film.                       that entitles it to a share in profits from the film and

30. rOUnd 1 – STraTegic grOWTh plan (Sgp)

Round 1 funding issues Preference Shares priced at $0.04 cents
per share for the provision of $300,000.

                                                                                   “A” Class PREFERENCE SHARES                          ORDINARY SHARES
Preference Shares issued in Round 1 accounts for 8.54% of the
                                                                                   7,500,000 x $0.04 cents shares                   80,277,967 Ordinary shares
total (Ordinary + Preference) shares issued by the Company.
                                                                                    New Investors under this Offer                  * Unpriced Founder Shares *

Existing Ordinary Shares * no change *         80,277,967
Preference Shares on offer:                    7,500,000                                                                                        Stone Movie Limited is a new company
Pricing per share:                             $0.040                                                                                           created to:
Total Proceeds to the Company:                 $300,000                                                       STONE MOVIE LIMITED               •	 Own	and	manage	the	STONE	Project
                                                                                                          87,777,967 TOTAL Voting Shares        •	 List	on	ASSOB	as	per	ASSOB	Rules
                                                                                                                                                •	 Raise	capital	to	fund	the	
Investor Notes:
                                                                                                                                                   development of the project
The stated capitalised value should not be construed as being a valuation
of	the	Company.	This	figure	is	solely	obtained	by	multiplying	the	quantity	of	
Shares on issue by the current Offer price of this Round, i.e. Total Amount of                                                 100%
Issued Capital x Share Price.
In any Round of capital raising being undertaken, the pricing of the Securities
provides investors with a guide only and the price paid for Securities will                                                                     Platinum Productions Pty Ltd was the
always be a matter for negotiation between the parties. The Company                                                                             holder of the assigned project rights.
                                                                                                           Platinum Productions Pty Ltd         ASSOB	Listing	rules	require	
makes no representation about the underlying value of Securities on offer.
                                                                                                                                                that the Parent company be a
Prospective investors must make their own assessment about whether the                                       100% Wholly Owned Subsidiary
                                                                                                                                                public company as this provides
price of the securities being offered represents fair value.                                                                                    greater investor transparency.
* While the Preference Shares issued are 8.54% of the Total (Preference +
Ordinary)	Shares	and	are	equal	in	voting	and	dividend	rights	to	Ordinary	shares	
they also have attached a return of capital at FDoPP and a special once-off
dividend of 25% payable on FDoPP.

31. rOUnd 2 – STraTegic grOWTh plan (Sgp)

Round 2 funding issues Preference Shares priced at $0.06 cents
per share for the provision of $400,000.
                                                                                   R1 PREF SHARES         R2 PREF SHARES
Preference Shares issued in Round 2 accounts for 7.06% of the                        7,500,000 x            6,666,700 x
                                                                                  $0.04 cents shares     $0.06 cents shares                  ORDINARY SHARES
total (Ordinary + Preference) shares issued by the Company.
                                                                                                                                         80,277,967 Ordinary shares
                                                                                                                                                 - No Change
                                                                                   TOTAL “A” Class PREFERENCE SHARES:
                                                                                                                                         * Unpriced Founder Shares *

Ordinary Shares * no change *                   80,277,967                                             15%
Preference Shares on offer R2:                  6,666,700
Pricing per share:                              $0.060
Total Proceeds to the Company:                  $400,002                                                                                           Stone Movie Limited is a new company
                                                                                                                                                   created to:
                                                                                                               STONE MOVIE LIMITED                 •	 Own	and	manage	the	STONE	Project
Investor Notes:                                                                                                                                    •	 List	on	ASSOB	as	per	ASSOB	Rules
                                                                                                              94,444,667 TOTAL Shares
The stated capitalised value should not be construed as being a valuation                                                                          •	 Raise	capital	to	fund	the	
of	the	Company.	This	figure	is	solely	obtained	by	multiplying	the	quantity	of	                                                                        development of the project
Shares on issue by the current Offer price of this Round, i.e. Total Amount of
Issued Capital x Share Price.
In any Round of capital raising being undertaken, the pricing of the Securities                                                  100%
provides investors with a guide only and the price paid for Securities will
always be a matter for negotiation between the parties. The Company
                                                                                                                                                   Platinum Productions Pty Ltd
makes no representation about the underlying value of Securities on offer.                                                                         was the private entity holding
Prospective investors must make their own assessment about whether the                                                                             the assigned project rights.
                                                                                                             Platinum Productions Pty Ltd
price of the securities being offered represents fair value.                                                                                       ASSOB	Listing	rules	require	
                                                                                                               100% Wholly Owned Subsidiary
* While the Preference Shares issued are 15% of the Total (Preference +                                                                            that the Parent company be a
                                                                                                                                                   public company as this provides
Ordinary)	and	are	equal	in	voting	and	dividend	rights	to	Ordinary	shares	
                                                                                                                                                   greater investor transparency.
they also have attached a return of capital at FDoPP and a special once-off
dividend of 25% payable on FDoPP.

32. cOOling OFF periOd

Please note that if an investor enters into a contract to purchase shares from the
Company within five (5) business days from attending an Investor Meeting, the
investor can cancel (i.e. void) the contract without penalty or forfeiture. In the event
the investor exercises this right, written notice must provided to the Company
within ten (10) business days from the date of the Meeting.

33. legal jUriSdicTiOn

This Offer Document does not constitute an Offer of Securities in any jurisdiction
where, or to any person to whom, it would not be lawful to issue the Offer
Document or make the Offer. It is the responsibility of any Applicant outside
Australia to ensure compliance with any laws relevant to their Application. Any
such Applicant should consult professional advisers as to whether any government
or	other	consents	are	required	or	whether	any	formalities	need	to	be	observed	to	
enable them to apply for and be allotted any Securities. No action has been taken
to	register	or	qualify	the	Securities	or	the	Offer	or	to	otherwise	permit	a	public	
Offering of the Securities on offer in any jurisdiction outside Australia.

                                                                                                 OFFER DOCUMENT means this document dated 25 January 2010 as modified or varied by a
34. glOSSarY OF TerMS
                                                                                                 Supplementary or Replacement Offer Document made by the Company
                                                                                                 ORIGINAL COPYRIGHT HOLDER means Mr Sandy Harbutt
This glossary of terms is provided to assist persons in understanding some of the expressions
                                                                                                 ISSUER PAGE means the Company’s profile page as displayed on the ASSOB website
used in this Offer Document
                                                                                                 INVESTOR MEETING means a meeting between the Company and potential investors which
                                                                                                 is organised for the purpose of investing in an Offer listed with ASSOB and conducted by the
$ means Australian dollars
                                                                                                 Company and ASSOB or its accredited Sponsor and not held at premises of any potential
APPLICANT is used interchangeably with INVESTOR and means a person who applies for
Shares in accordance with this Offer Document
                                                                                                 MINIMUM INVESTMENT means the average minimum parcel of shares available to an investor
APPLICATION means a valid application to subscribe for Shares offered under this Offer
                                                                                                 pursuant to this Offer Document
                                                                                                 MINIMUM SUBSCRIPTION means the minimum amount sufficient to commence the
APPLICATION MONIES means monies received from an Application in respect of an
                                                                                                 implementation of the immediate business objectives of the Company as described in this
                                                                                                 Offer Document
ASIC means Australian Securities & Investment Commission
                                                                                                 NEW ISSUE means Shares to be newly issued pursuant to this Offer Document
AUSTRALIAN SMALL SCALE OFFERINGS BOARD means the Internet-based bulletin board
                                                                                                 OPENING DATE means the opening date of the Offer as shown on the front cover of the Offer
for small scale offerings operated by Australian Small Scale Offerings Board Limited (ABN: 109
469 383) at www.assob.com.au
                                                                                                 ORDINARY SHARES means ordinary fully paid shares in the capital of the Company
BOARD means the board of directors of the Company duly appointed in accordance with the
                                                                                                 OVERSEAS INVESTOR is an investor that is domiciled overseas
Company’s Constitution
                                                                                                 PREFERENCE SHARES means a preferential class of shares as defined in the Constitution of
CLASS ORDER means the Class Order 02/273 Business Introduction or Matching Services as
                                                                                                 Stone	Movie	Limited	to	which	attach	special	rights	including	equal	voting	rights	of	Ordinary	
prescribed by ASIC
                                                                                                 Shares,	equal	access	to	distributed	earnings	as	Ordinary	Shares,	a	right	to	repayment	of	the	
CAPITALISED VALUE	means	the	quantity	of	shares	on	issue	by	the	current	offer	price	of	the	
                                                                                                 per share invested capital on FDoPP and a special once-off dividend payable also on FDoPP.
                                                                                                 SOPHISTICATED AND PROFESSIONAL INVESTORS means those terms ascribed under
CLOSING DATE means twelve months from the Opening Date of the Offer Document
                                                                                                 Sections 708(8) and (11) of the Act. Used interchangeably in this Offer with ANGEL Investors.
COMPANY means the entity as shown on the front cover of the Offer Document
                                                                                                 SECONDARY SALE OFFER means a transfer of securities by individual Shareholders in the
CONSTITUTION means the constitution of the Company and all the amendments thereto
CORPORATIONS ACT or the ACT means Corporations Act 2001(Cth) including the
                                                                                                 SMALL SCALE OFFERING means offers to issue or sell securities or scheme interests made
Corporations Regulation 2001 (Cth) as amended from time to time
                                                                                                 under Section 708 of the Act 2001
DIRECTORS mean the directors of the Company
                                                                                                 THEATRICAL RELEASE means the initial cinematic release of the movie
FDoPP a commonly accepted industry term meaning the First Day of Principal Photography.
Used interchangeably in this Offer as ‘first day of filming”.

35. WhO TO cOnTacT

If after reading this publication you wish to:

   •	 view	the	mood	reel
   •	 undertake	further	investigations,	or
   •	 receive	an	Application	to	subscribe	to	the	Offer

Please contact:

Kern Wyman
Managing Director
ASR Capital

PO Box 3044
Monash Park NSW 2111
Phone: 0448 443 870 Fax: 02 9494 0950
E-mail: kernwyman@asrcapital.com.au

36. direcTOrS’ declaraTiOn                                                                     diSclaiMer

The	Directors	of	Stone	Movie	Limited	have	made	reasonable	enquiries	to	ensure	                 The Issuer has supplied the content (text, pictorials, diagrams and photographs)
that there is no material statement in this Offer Document which is false or                   contained in this Offer Document. Australian Small Scale Offerings Board Limited
misleading.		They	have	also	made	reasonable	enquiries	to	ensure	that	there	is	no	              ACN 109 469 383 and its related subsidiaries present the Offer Document on its
material omission from the Offer Document.                                                     website in good faith believing the content to be true, but makes no representations
                                                                                               as	to	its	accuracy.		Prospective	investors	are	urged	to	make	further	enquiry	about	
The	Directors	report	that,	as	of	the	date	of	signing,	after	due	enquiry	by	them,	they	         this investment, as well as seek appropriate professional advice before investing.
have not become aware of any circumstances that in their opinion materially affects
or will materially affect the assets and liabilities, financial position, profits and losses
or prospects of Stone Movie Limited other than those set out in the Offer Document.

The issue of this Offer Document was authorised by a resolution of the Directors.

appendix 1

STonE BAcKGRoUnD                                                                      STONE is a raw and uncompromising trip with a group of bikie outlaws (also
                                                                                      Vietnam vets) who live on the radical fringe of Australian society. The GraveDiggers
History on original STONE.                                                            comprise gang leader The Undertaker (Sandy Harbutt), his bikie moll Vanessa
                                                                                      (Rebecca Gilling), Hooks (Roger Ward) and Aboriginal bikie Captain Midnight
The film grossed 1.55M at                                                             (Bindi Williams). There is also Toad (Hugh Keays-Byrne), freaking out on acid, who
the box office in Australia                                                           stumbles upon an assassin shooting dead a politician at an environmental rally. The
when released in 1974,                                                                GraveDiggers flee the scene but find themselves targets, with several members
which is eight (8) times its                                                          being gruesomely murdered.
production budget of 195K,
a very successful ROI.                                                                A funeral ride for one of their mates is
                                                                                      a	truly	iconic	sequence	with	over	400	
The National Film Archive presented a special screening of STONE to honour the        (motorcycles) bikes riding in formation
film in Canberra on Saturday Januray 23, 2010. Sandy Harbutt attended as special      along the Gosford Freeway. “The reason
guest and invited Stone Movie Limited directors to celebrate this special occasion.   were burying you standing up is so you
The screening was attended by hundreds of STONE devotees, filling the National        don’t have to take anything from the
Film Archive screening theatre to overflow, the cheers for both film and Harbutt      evil one lying down”, says Doctor Death
deafening and lasting nearly as long as the film itself, such was the adoration and   (Vincent Gil) at the graveside and he
appreciation for this classic piece of Australian cinema and its creator.             should know – he’s a Satanist who sleeps
                                                                                      in a coffin. Back at the local bikie bar (run
Background to the pre-Mad Max stunner STONE, in the about to be published             by barman Bill Hunter), undercover cop
book “100 GREATEST FILMS OF AUSTRALIAN CINEMA”                                        Stone (Ken Shorter) arrives – in white
                                                                                      leather, no less – to infiltrate the gang
Year of Production:             1973                                                  and stop any reprisals. After proving he can hold his own in a violent brawl, Stone is
Director and Producer:          Sandy Harbutt                                         taken back to their fortress by the sea where he’s initiated into the group by having
Starring:                       Ken Shorter, Helen Morse, Sandy Harbutt, Vincent      his ear pierced with a syringe.
                                Gil, Hugh Keays-Byrne, Rebecca Gilling
                                                                                      Meanwhile, Stone’s posh girlfriend (Helen Morse) tries to use her influence to get
Screenplay:                     Sandy Harbutt and Michael Robinson                    her hunky boyfriend taken off the case…”Inspector, I know he’s a good policeman
Cinematographer:                Graham Lind                                           but he’s also a good tennis player and were one short here”… Sadly for her, Stone’s
Production Company:             Hedon                                                 having too much fun with his new friends, particularly those nude sunrise swims in

appendix 1             (cOnT’d)

Sydney Harbour. (Ultimately) Unfortunately the friendship doesn’t last, because         Luckily, the Hells Angels couldn’t have been more impressed, leaving the violent
Stone betrays the Diggers in the worst possible way - by threatening to kill them to    reactions to just the critics. That left the public to cast the deciding vote and with
protect the man who                                                                     a slogan screaming “Take The Trip!” thousands did just that, smashing attendance
murdered their mates.                                                                   records in cinemas all across the country, not to mention a few coastal drive-ins as
They brutally bash                                                                      well - has there ever been a better Aussie movie to see outdoors?
him in the final scene
but Stone accepts his                                                                   Despite	its	enormous	success,	STONE	quickly	became	the	bastard	wild	child	
punishment to end the                                                                   nobody wanted to take overseas. Despite turning a tidy profit for them, the
circle of violent revenge.                                                              Australian Film Commission decided polite period dramas were more their
                                                                                        style for Cannes and so STONE was shelved by the very Establishment it was
Filmed over six weeks                                                                   trying to revolutionise.
on a budget of just
$195,000, an immediate                                                                  It took until 1980 for Sandy Harbutt to get back the rights and start flogging it
camaraderie was born                                                                    himself	around	the	world,	cutting	it	by	20	minutes	and	promoting	it,	quite	rightly	so,	
between cast and crew                                                                   as the movie that came before MAD MAX.
both on-screen and
behind the scenes. Helen                                                                STONE was Australia’s first true cult movie and it struck a chord with countless
Morse, Sandy Harbutt’s then-wife, helped do the movie’s wardrobe while Vincent Gil      moviegoers that resonates to this day. Over 35,000 fans turned up for its 25th
worked unpaid as a grip. And Hugh Keays-Byrne, fresh from the Royal Shakespeare         anniversary ride, celebrated in the documentary STONE FOREVER. When that doco
Company, personally shovelled out the six-foot vertical grave for the funeral scene.    screened alongside the movie on SBS - uncut, of course - in 1999, both set new
Stunt	Co-ordinator	Peter	Armstrong	was	equally	dedicated,	and	his	30	metre	             ratings records for the multi-cultural network. Its appeal appears to be timeless.
motorcycle leap from Maroubra Cliffs is still a world film stunt record. And speaking
of records, the LP psychedelic soundtrack was perfect for the rock n roll vibe of the   Sandy Harbutt’s cinematic legacy endures to this day. “The STONE team was part of
movie, thanks to composer Billy Green and vocalist Doug Parkinson.                      a culture who wanted to use art to confront society with current social issues, such
                                                                                        as the environment, imperialism, militarism and in particular, personal morality versus
After Ian Barry edited the movie (and in just eight weeks using a primitive machine),   social conformity. We had an impact on the audience and the way they regarded
STONE had its world premiere on 28 June 1974. The real-life bikies (many of whom        those issues. Unfortunately, inevitably, the issues remain but I believe STONE continues
had participated in the film and been paid in booze and dope) sat in the stalls         to have relevance and to make a statement.” Sandy Harbutt. Creator: STONE.
while upstairs in the dress circle, government officials and cast and crew nervously
wondered what would happen if the downstairs audience didn’t approve.

appendix 2: biOS OF cOnSUlTanTS

David Blake. producer.                                                                Recently he co-produced Kim Kindersley’s WHALEDREAMERS with Julian Lennon
                                                                                      and Lions Gate’s THE WAR ON DEMOCRACY with John Pilger, both critically
David Blake is one of a very few British Film Producers to have worked for 30 years   acclaimed.
in the US film and TV business. Stints at ABC TV in NY, Universal in LA, in both
Production and Distribution and his experience as a Producer’s Rep with many of       He has attended almost every Cannes festival, Milan Mifed, AFM, Mip TV, Mipcom,
Hollywood’s most successful film makers make him a useful partner.                    Natpe and NCTA held over the last 30 years not to mention many Edinburgh, Berlin,
                                                                                      Toronto, Montreal and Sundance festivals.
Ever since the 70’s, working for EMI Films in New York, where he was involved in
funding DEER HUNTER, DON’T LOOK NOW, MAN WHO FELL TO EARTH, WICKER                    Sent to run the British Lion New York office in 1970, his experience includes working
MAN and many others, he has developed and treasured relationships with many key       as Director of Special Projects for the ABC TV Network’s Worldvision selling
film executives whose mobile numbers populate his private database.                   DALLAS, LITTLE HOUSE ON THE PRAIRIE and EIGHT IS ENOUGH. He founded the
                                                                                      second largest US independent of the 70’s CINEMA SHARES, before moving to a
He has represented (primarily in selling to the Networks and Cable systems),          production deal at MCA Universal in California.
many eminent film makers, including the legendary Roger Corman, Merchant Ivory
ROSELAND, Dennis Hopper OUT OF THE BLUE, Andy Vajna and Mario Kassar                  As a consultant to Philips Screendisc he became an expert in MPEG video
FOXBAT, Robert Rehme MUTUAL FILMS, Davis & Panzer STEEL, Emmanuel                     compression technology, digitally encoding over 2000 titles for AFMA companies.
Wolf FRIGHT, Kushner-Locke THE HILLS HAVE EYES, Jeremy Thomas MAD                     He co-founded in 1998 industry pioneer www.reelplay.com, the first film trailer
DOG MORGAN, Edgar Lansbury CAT & THE CANARY, Philippe Mora DEATH OF                   database.
A SOLDIER, Zalmaan King BLUE SUNSHINE, Mark Lester CLASS OF 1994, John
Quested THE STUD, THE BITCH, Pierre David SCANNERS, Wolfgang Glattes CROSS            Mr. Blake has continued to work as a consultant in communications technology
OF IRON 2, Lyman Dayton WHERE THE RED FERN GROWS, SEVEN ALONE, John                   and international film & TV distribution for such companies as Allied Artists
Daly HOWLING II, Raju Patel IDI AMIN, Liberty Films WAR REQUIEM - Laurence            International, NVC Arts, Murdoch Media in Sydney and the BAFTA winning SFX
Olivier, Estate Films HARLEY DAVIDSON, Scotti Brothers/ Pioneer Electronics -         company Red Vision in the UK.
Madonna Concert, CBS Fox – Playboy’s GIRLS OF ROCK AND ROLL.
                                                                                      Blake has been an occasional guest lecturer at seminars on film production and
He negotiated the sale of Cannon Films to Golan Globus, which led to the eventual     distribution at UCLA, Columbia and Rutgers Universities. He is represented legally
merger with EMI Films.                                                                by Gary Concoff at Troy Gould in LA and by DDA for public relations.

In the music business he produced RINGO STARR’S ALL STAR BAND Live at                 His involvement in WHALEDREAMERS has led to a keen interest in environmental
the Greek, Michael Kamen’s SAX & VIOLINS with David Sanborn and the Royal             issues and his thriving participation in various Green ventures.

appendix 3:                             appendix 4: lOcaTiOnS

Key Cast                                Sydney:        Darlinghurst Road, Kings Cross
                                                       City & CBD
     THE UNDERTAKER                                    Sydney Harbour
     Jack Thompson                                     – Rocks, Harbour Foreshore
     (Confirmed via Letter Of Intent)                  Sydney Harbour Bridge
                                                       Opera House
     MICK PERETTA                                      Double Bay
     Steve Bastoni                                     Bondi Beach
     (Confirmed via Letter of Intent)                  Western Surburbs

     STONE – Identified potentials:     Los Angeles:   Hollywood Blvd
     Chris Hemsworth                                   Sunset Blvd
     Sam Worthington                                   Pacific Coast Hwy, Malibu
     Colin Farrell                                     Laurel Canyon
                                                       Topanga Canyon
     JACK BRYANT                                       Dowtown LA
     Identified potentials:
     Mickey Rourke                      Las Vegas:     Gambling Strip
     Gerard Butler                                     Nevada, Mojave Desert
     Costas Mandylor
                                        New York:      Manhattan
     Identified potentials:
     Megan Fox
     Rachel Taylor
     Isabel Lucas

appendix 5: SUMMarY OF Share capiTal and righTS aTTaching

STONE Movie Limited have used a standard ASSOB Constittuion with the                     + Changes to protect the rights of new Investors under this Offer
following modifications
                                                                                               Clause 4a)
+ Removal of pre-emptive rights clauses.                                                       The Company cannot issue new shares that outrank the “A” Class Preference
The removal of this clause means that investors to this offer are free to sell or              Shares in any way unless the holders of at least 75% of the “A” Class
transfer their shares without needing to first offer them back to the Company. This            Preference shares agree
facilitates the transfer of shares should owners desire to do so.
                                                                                               Clause 4b)
+ Creation of an additional share class                                                        The Company cannot vary the rights attached to “A” Class Share unless the
The Company has 2 types of shares, Ordinary Shares held by the founders and “A”                holders of at least 75% of the “A” Class Preference shares agree
Class Preference Shares to be issued to new investors (Constitution Clause 2)

Investors to this offer receive “A” Class Preference shares whilst the founders hold
only Ordinary Shares. The constitution says:

      Clause 2.2
      Preference shareholders hold exactly the same rights as Ordinary
      shareholders with respect to voting, meeting, and dividend rights and access
      to assets and surpluses of the business should the business be wound down.

      Clause 2.3
      Additionally, the constitution provides further rights to “A” Class Shareholders
      that are not held by the Ordinary shareholders. These are:
      + the right to a full repayment of the investment payable when
         the movie begins filming
      + the right to a special dividend of 25% payable on FDoPP.


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