Issuer: DIFILM (Inc./L.P.) (Canada) (Legal name TBD) through MARC TALON INVESTMENTS CANADA (reg. # 1000865519)
Securities Offered: Class A Non-Voting Common Shares (or Limited Partnership Units).
Price per Unit: $20,000 USD.
Total Offering: $6,000,000 USD (300 Units).
Use of Proceeds: Production and global distribution of the "O3F" Motion Picture Slate (3 films: Displaced Instinct - Two Hearts Run - Tiny Doors).
2. The Distribution Guarantee (The "Security" Clause)
Contractual Recoupment: The Issuer has entered into a Master Distribution Agreement with 1GJV Media Inc.
(The Distributor). Under this agreement, 1GJV Media Inc. Offers a 100% Recoupment Guarantee on the $6,000,000 USD principal and ensures
full return on investment within 24 months after O3F's principal photography ends.
The Mechanism: 1GJV Media Inc. will manage the theatrical and multi-platform release in five primary territories
(Canada, USA, UK & Ireland, Italy, Thailand). The Distributor is contractually obligated to return 100% of the production and distribution
costs to DIFILM Inc./L.P. and 100% of the Return on Investment within the first 24-month distribution cycle.
3. Revenue Waterfall (The "ROI" Clause)
Investors receive payments in the following order:
a) Recoupment Phase: 100% of Net Revenue is paid to Investors until $6,000,000 USD (100% of capital) is returned.
b) Guaranteed Return: USD $6 million is a minimum profit paid to Investors within the first 24-month distribution cycle (100% ROI).
c) Continuing Profit: 1GJV Media Inc. The theatrical distribution process will continue globally until it is fully completed.
Distribution of O3F will also proceed through digital markets and broadcasters, including ancillaries (aka airlines). Securing further returns.
4. Asset Ownership
Unlike a loan, the Investors (via DIFILM Inc./L.P.) own the underlying assets.
Copyright: 100% of the copyright and IP of the 3 films remains with DIFILM Inc./L.P.
Residuals: Investors continue to receive at least 50% of all future revenue from TV, VOD, and international licensing for the life of the films.
5. Capital Allocation
There are available the detailed budgets of each film of O3F downloadable from the internet page of each film. Briefly here, following the allocation of
the capital:
a) Production (3 Films) including Administration & Oversight | 58% | $3,476,900 |
Allocation of box-office revenue share toward P&A (Prints and Advertising) in alignment with our promotional campaign strategy aimed at maximizing
box office revenue.
Important Note: 1GJV Media Inc. has implemented a strategy designed to achieve the minimum box office revenue required to meet guaranteed return on investments.
This strategy entails a comprehensive promotional marketing campaign for three films across the territory group #1 (Canada, USA, UK & Ireland, Italy, and Thailand) over a 24-month period.
The estimated total cost for this campaign is $21 million, with an expected gross box office revenue of $152 million.
All funds will be managed by 1GJV Media and documented through receipts, directly supervised by Marc Talon Investments.
The spending will be aligned with audience responses and the needs of task forces in the six countries to maximize the anticipated revenue.
The estimated outcome for the territory group #1 (Canada, USA, UK & Ireland, Italy, and Thailand) over a 24-month period will be:
LIMITED RELEASE 12% TICKETS SOLD in 5 WEEKDAYS - 25% TICKETS SOLD in 2 WEEKENDS (calculated over 170 seats considering only the central one)
6. The Management Team
Marco Taloni, CEO of Marc Talon Investment and 1GJV Media Inc. Canada. He is the project manager and creator of O3F. Marco Taloni has decades of experience in marketing and sales. He began his career as a film producer and director's assistant decades ago.
In 2013, he returned to film development dedicating his knowledge and experience to initiatives in Canada and abroad. In 2014, Marco decided to merge his two sets of skills in film creation and business.
✓ Multiple Award Winner: Hollywood Int. Golden Age 2024 - Lives Adjusters; Vegas Short 2021 - The Barely Retired (The Ticket); Roma Short Film Festival 2021-Sexual Addicts Redemption; New York Movie Awards 2021-Sexual Addicts Redemption; AltFF Alternative Film Festival 2021- The Barely Retired (The Ticket)-Hollywood Int. Golden Age 2021 - T.U.L.P. transverse unlimited life paths.
✓ And others, between nominations and finalists.
Parita Suwanmanee, Thailand expert, and administration management.
Tiraporn Suwanmanee, Thailand base administration.
Patrizia Grandicelli, Italy base administration.
Jack Grewar, UK base administration, multiple award winner, producer, writer, director.
Edoardo Taloni, UK base, post productions managements.
Nath Milburn, USA base, award winner, producer, writer, director, L.A.
Sagiri Arima, USA base, 2 decades as executive producer.
Jay Schillinger, USA writer and producer of Two Hearts Run the film, based in Los Angeles.
Selected multiple agencies and personnel are in between USA, Canada, Italy, UK, Thailand, to collaborate for managing P&A and tasks related to promo-marketing campaigns, which are centralized in the H.Q. in Toronto Canada through 1GJV Media Inc.
Pinewood Film Studios in Toronto are also a workplace of O3F.
The productions of the principal photography of the films are simultaneously and separately assembled by the producers of the three films:
Marco Taloni for Displaced Instinct, Sagiri Arima for Two Hearts Run, Nath Milburn for Tiny Doors.
7. Risk Section
While 1GJV Media’s guarantee is in place, the success of the films ultimately depends on audience reception and market conditions.
However, these risks are calculated using statistics from the actual international market, the carefully selected genres of the three films,
and the strategy employed to achieve the minimum expected gross box office results. This is an engineered operation, rather than one based
solely on audience appreciation—it is important to note that the films are of high interest and produced to high-quality standards.
Other risks include potential delays and "roadblocks," and all of them are addressed with prompt solutions in place.
Also to be considered: the "touch and go" strategy involves a comprehensive promotional marketing campaign implemented regionally to
maximize audience engagement. We expect audience turnout to be around 12% on weekdays and 25% on weekends average, even with a minimal
release in each region. While these numbers may seem low, they are projected to ensure a box office gross of $152 million in territory group #1.
Although the risk exists that actual figures may fall below this minimum expectation, based on statistical audience response and the films’ genre
and quality, this outcome is deemed highly improbable, and we anticipate achieving results that may exceed our expectations. The limited release
is planned for 5 weekdays and 4 weekend days.
It is important to note that the investment is made in a private company, DIFILM Inc./L.P., and is not "liquid," meaning it cannot be quickly
sold like stock. However, the shares can be sold, and the exit strategy will be related to the value at the time of sale or through the
liquidation of DIFILM after selling the motion picture rights at that moment's value. This will happen only after the initial capital has
been recouped and a significant return on investment (ROI) has been achieved over the years.
Additional costs are mainly related to bookkeeping and accounting, which can be easily managed by designated chartered accountants.
Marc Talon Investment is also capable of handling these responsibilities efficiently.
De-Risking the $152 Million Projection
You've highlighted the crucial elements that will satisfy our expectations:
Conservative Estimates and Controlled Deployment.
Touch and Go Strategy
O3F’s "touch and go" strategy based on limited release, is an engineered structure based on the target of the motion pictures in territory group one,
combined with the very low fillability targets (12%-25%), nurtured by massive regional promo-marketing campaigns, makes our confidence in achieving
the $152 million mark completely rational and financially sound. This is exactly what makes this investment solid.
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