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Company Highlights

  • The Three Little Stooges movie features Larry, Moe, and Curly as 12- to 13-year-old boys
  • All new Three Stooges comedy from the Executive Producers of the last Three Stooges movie (2012)
  • New film to be directed by notable filmmaker Sean McNamara (Soul Surfer, Spare Parts)
  • The last Three Stooges movie, which was released in 2012, was the No. 1 comedy/family film its opening weekendi and the No. 1 DVD title in its first week of release; combining box office and DVD/Blu-ray sales, the film grossed over $77 million and sold over one million DVDsii
  • The budget for production of The Three Little Stooges movie is $5.8 million
  • Anticipated worldwide release for Summer to late 2018
  • The Three Stooges® franchise already has a strong online and social media presence; its social platforms were accessed by over 65 million users in 2016, with videos on its Facebook page alone receiving over 65 million views

Perks

*You are investing in Revenue Participation Rights in this offering. Perks are meant to be a thank you from the company for investing. The perks below are inclusive of lower dollar amount perks, except where otherwise noted. Travel and related expenses are not included. Shipping, where applicable, is included for domestic and international addresses. 

$150 - Thanks, Pal: A Special Thank You posted on The Little Stooges website, thethreelittlestooges.com. 

$250 - The Little Stooges Special: Your very own DVD copy of the new Three Little Stooges movie with autographed cover by the Little Stooges, and special Little Stooges Lanyard.

$500 - Woob, Woob, Woob! Pack: The above DVD plus an autographed 24x36 The Three Little Stooges Movie Poster.

$2,500 - Stooge for life Pack: All of the above goodies plus The Three Little Stooges exclusive T-shirt and a limited edition Three Little Stooges Fidget Spinner toy.

$5,000 - Knucklehead Swag Pack: All of the above goodies plus a special thank you with your name in the film credits, exclusive Little Stooges mug, and The Three Little Stooges exclusive tote bag to carry all your cool SWAG.

$10,000 - Nyuk! Nyuk! Nyuk! Pack: All of the above goodies plus a special SHOUT OUT to you from the Little Stooges over social media, and personalized thank you video.

$25,000 - Hollywood Big Shot Pack: All of the above goodies plus Associate Producer film credit, 4 tickets to the Red Carpet World Premiere of the Movie, meet and greet with principal cast and take your own selfies with them. Lodging and Travel to event not included.

$30,000 - Pie Ala Moe: Can you take a pie? All of the above goodies plus The Little Stooges will lay one on you at the Red Carpet World Premiere of the Movie. Lodging and Travel to event not included.

$40,000 – Where’s Your Dignity?:  All of the above goodies plus lunch with the Producers and Director of the Movie. Get the inside track on making the movie and learn what goes on behind the scenes. Lodging and Travel to event not included.

$50,000 - Why Soitenly! Pack: All of the above goodies plus (Except the Producers Lunch ─ you’ll meet them at the set) exclusive VIP visit to the set of The Three Little Stooges Movie, meet and greet with the Director, principal cast and take your own selfies with them. Lodging and Travel to event not included. (Limit: 10 investors).

$75,000 - Wise guy Pack: All of the above goodies plus name a character in the movie. Pick the name of a friend, relative, or some other wise guy. Keep it clean please. (Limit: 4 investors). (Your choice: Lunch with Producers as stated above; or VIP set visit; but just pick one).

$80,000 - Hello! Hello! Hello! Pack: All of the above goodies plus (Except Character Naming, Producer Lunch and VIP Set Visit) attend a special Three Little Stooges media event at the Rocket Fizz Soda Pop and Candy Shop at the famous wharf in San Francisco, California with the Three Little Stooges, get a Six-pack of Three Stooges Wise Guy Root Beer, and take selfies with the Little Stooges. (Limit: 5 investors) Lodging and Travel to event not included.

$107,000 - ALL IN Full Knucklehead: All of the above goodies plus (Except for the Rocket Fizz Candy Shop Event, Character Naming, Producer Lunch and VIP Set Visit) a walk on role in the film. Get yourself in the movie and be part of it FOREVER. Spend a day on the set (location pending), meet the Director and principal cast, have a chat, get your own selfies with them, and have a ball (Limit: 4 investors) Lodging and Travel to film location not included.

Company Summary

Opportunity

The Three Little Stooges Motion Picture

Three Little Stooges Productions LLC, in conjunction with C3 Entertainment, Inc. (“C3”), presents The Three Little Stooges, an all-new feature film written by celebrated screenwriter Harris Goldberg (Deuce Bigalow: Male Gigolo, The Master of Disguise, Numb, The List, A Step Toward Tomorrow). C3 is the company formed by The Three Stooges themselves in 1959 to manage The Three Stooges business. Still owned and managed by heirs of The Three Stooges, C3 formed Three Little Stooges Productions in 2016 to produce a new Three Stooges Film, The Three Little Stooges. The all new comedy feature is based on the classic comedy of the one of the most famous comedy teams ever, The Three Stooges. In the spirit of other live-action comedies for kids and families, The Three Little Stooges will provide the foundation for a new film series that chronicles the wacky and fun adventures of little Larry, Moe, and Curly as 12- to 13-year-old boys.

For nearly 100 years, the Three Stooges franchise has been entertaining millions of fans worldwide with a body of work consisting of over 220 Feature Films, Personal Appearances, TV Shows, and Stage Shows.iii The Three Stooges have maintained a strong global presence as evidenced by numerous television and home entertainment products that are still distributed to this day. The Three Stooges were an American vaudeville and comedy act that started in 1925. Though there were several versions of the trio, Moe, Larry, and Curly were the most well known; other lineups featured a different third member following Curly’s death in 1952. The Stooges are best known for their physical slapstick comedy, quick one-liners, and ridiculous storylines. Each Stooge also developed his own signature action and reaction. Moe would frequently eye-poke the others, to which the others would use the signature hand block. Moe also always slapped one of the others. Curly had a shuffle and a move where he would spin on the floor, and Larry played the violin.

More recently, C3 Entertainment, in conjunction with 20th Century Fox Studios, produced The Three Stooges Movie in 2012. It was the first new Three Stooges film released in over 30 years. Distributed worldwide by 20th Century Fox Studios, directed by Peter and Bobby Farrelly (a.k.a. the Farrelly Brothers), and starring Sean Hayes, Chris Diamantopoulos, and Will Sasso, The Three Stooges Movie was the No. 1 comedy/family film its opening weekendiv  and the No. 1 DVD title in its first week of release. Combining box office and DVD/Blu-ray sales, the film grossed over $77 million and sold over one million DVDs.

Following the success of the last film for The Three Stooges in 2012, C3 decided it was time for the Little Stooges to finally have their own feature film and start a new Stooge franchise called The Three Little Stooges. The Three Little Stooges characters are not new. They actually have been around a long time. They appeared over 80 years ago with the original Larry, Moe and Curly. Below is photo from The Three Stooges short film Three Little Pigskins in 1934.

After a long hiatus, The Little Stooges characters appeared again as young boys for a brief time in C3’s 2012 The Three Stooges movie.

Following the 2012 movie, C3 began development of the Three Little Stooges very own feature film. It was essential that little Larry, Moe and Curly carry all the characteristics of the adult Stooges. While, the all new action comedy is set in current times with the young Stooges facing the challenges youths often face, the Little Stooges address matters only the way Larry, Moe, and Curly can.

The Three Little Stooges Synopsis

The Three Little Stooges is a family film for all ages. The film begins with 12- to 13-year-old Larry, Moe, and Curly creating havoc at a beach wedding, which puts them before a mean, old judge who intends to send them away to juvenile hall. Instead, the boys are mistakenly sent to an elite private school for the rich and powerful where they befriend a fellow outcast, a young girl named Izzy. They are like fish out of water as they try to fit in with the social elite and fight to resist the school bully. They discover the school may be in trouble, and join Izzy on a mission to save the school, all the while trying to survive the no-nonsense Headmaster, Harriet “Hurricane” Snootley, and the pretentious students who want nothing more than to see them expelled.

Casting

C3 set about to cast three young boys as the new Little Stooges in a nationwide talent search. Working with Casting Director, Joey Paul Jones CSA, the company reviewed thousands of submissions, tapes, interviews and auditions until the selection was narrowed down to the final dozen candidates. C3 then conducted further interviews and test screenings before arriving at the final selection of young actors to play little Larry, Moe and Curly in The Three Little Stooges. Before production begins, the actor will go through an extensive “Stooge Camp” to train them to become little Larry, Moe and Curly. Mike Cerrone (Me, Myself & Irene, The Three Stooges, Dumb & Dumber To, and Hall Pass), the “Stooge Choreographer” from C3 Entertainment’s last Three Stooges film, will run Stooge Camp and the principal training of the boys to transform them into the Little Stooges.

Executive Team

Earl M. Benjamin, Executive Producer: Earl Benjamin is the President and Chief Executive Officer for C3 Entertainment, Inc. He was Executive Producer on The Three Stooges movie in 2012, and produced that film in conjunction with 20th Century Fox Studios. He serves on the Board of Directors of C3 Entertainment and has been involved in the management of C3 Entertainment since 1996. Mr. Benjamin is an attorney and a member of the California State Bar. He earned his bachelor’s degree from Ohio University and his JD from The University of San Diego. He was a partner at Paul, Hastings, Janofsky, & Walker, an international law firm with over 1,000 attorneys throughout the world. Mr. Benjamin served as Executive Producer on the ABC Television Special The Three Stooges Greatest Hits, The Three Stooges made-for-television movie starring Michael Chiklis, The Three Stooges syndicated television series, and The Three Stooges 75th Year Anniversary Television Special for NBC.

Sean McNamara, Director: Sean McNamara is director and producer of the breakout hit Soul Surfer (Tri-Star Pictures). He also directed and produced Spare Parts (Lionsgate), The Moon and the Sun (Focus Features), Raise Your Voice (New Line Cinema), Hoovey, Field of Lost Shoes, and many more feature films and television shows. Mr. McNamara has carved a niche for himself as a premier family film director with a keen eye for new talent. He can be credited with discovering stars such as Shia LaBeouf and launching the feature careers of Jessica Alba and Hilary Duff. To capture the essence of Mr. McNamara's skills as a director, one need not look further than critics' reviews of his latest theatrical work: Soul Surfer, which has been well received by critics and audiences alike. Mr. McNamara has also directed and produced popular family series, such as Even Stevens, That’s So Raven, and Beyond The Break. He is a four-time DGA Award nominee, an Emmy nominee, and a BAFTA Award winner.

Harris Goldberg, Writer: Harris is a Canadian-born director, writer, and producer. He wrote and produced the 1999 hit film Deuce Bigalow: Male Gigolo with Rob Schneider and the 2002 film The Master of Disguise with Dana Carvey. In 2007, Harris wrote and directed the independent film Numb starring Matthew Perry, which premiered at the Tribeca Film Festival and won best feature at the Ojai International Film Festival. Additionally, Harris wrote the award-winning Hallmark film, A Step Toward Tomorrow, which starred Christopher Reeve. He has also had extensive experience in the family film space with a multi-picture deal at Disney. At Disney, he wrote I’ll Be Home For Christmas starring Jonathan Taylor Thomas and Jessica Biel as well as a sequel to the successful Mighty Ducks franchise.

Use of Proceeds and Distribution

Principal casting for The Three Little Stooges movie has been completed with production scheduled to commence in fall 2017. The budget for production of The Three Little Stooges movie is expected to be $5.8 million. The approximate breakdown of the budget is as follows:

  • Story development, rights, and writing of the screenplay (~$300,000)
  • “Above-the-line” expenses associated with Producers, Directors, cast, travel, and lodging (~$2,000,000)
  • “Below-the-line” expenses for production, crew, cameras, set design and construction, lighting, sound, electrical, costumes, make-up, location, and travel expense (~$3,000,000)
  • Post production assembly and editing, music, effects, insurance, legal, accounting, finance costs, and contingency (~$500,000)

Any additional funding required to meet the film budget will come from loans, deferment of certain costs and expenses, and money resulting from tax credits and benefits secured from the film’s production location. Additional equity funding may also be raised if necessary and feasible, including through the sale of additional Revenue Participation Rights. There can be no assurance the Company will be able to raise these additional funds.

Physical production will be at a location that affords tax credits and other cost savings. Potential locations include Georgia, Louisiana, British Columbia, or Toronto.Net proceeds from this offering will be applied entirely to the production budget of the movie. Additional funding for the budget will come from loans, deferment of certain costs and expenses, and money resulting from tax credits and benefits secured from the film’s production location. Additional equity funding may also be raised.

Marketing 

The company’s current marketing strategy involves developing The Three Little Stooges brand through the following verticals:

  • Website (TheThreeLittleStooges.com) and social media platforms
  • Incubating The Three Little Stooges Facebook, Twitter, Instagram, and Snapchat through The Three Stooges’ already established online platforms, which were accessed by over 65 million users in 2016; videos on its Facebook page alone were viewed over 65 million times
  • Cross promotion on ThreeStooges.com, which had over 900,000 page views in 2016

The company is also targeting the Generation Z audience through the following strategies:

  • Online and offline efforts introducing The Three Stooges brand using film clips, hashtags, catch phrases, and age-appropriate Three Stooges-licensed products, including digital “Stoogemojis,” wallpapers, comic books, games, kids’ t-shirts, and sneakers
  • Online conversations with parents and grandparents who are niche fans about introducing The Three Stooges to younger generations
  • Calls-to-action through social media
  • Television broadcasts and DVD and download sales promotions of in-depth, nine-part documentary on The Three Stooges, which aired on Decades Networks in 2016 and 2017
  • Early press from sources such as Variety, Hollywood Reporter, Deadline, Retail Merchandiser, Licensing Global, and Brands Media
  • Promoting family outings to Three Stooges film festivals and pop culture museum exhibits

Three Little Stooges Productions also has an agreement with Rocket Fizz, a vintage candy shop. Each of the roughly 130 Rocket Fizz Soda Pop and Candy Shop locations across the country will display in-store promotional materials during the release of The Three Little Stooges movie and produce a special Three Little Stooges soda for sale and distribution. Rocket Fizz will also conduct a nationwide sweepstakes with the grand prize consisting of a free trip to Hollywood, California, for the world premiere of the movie.

Distribution:

The Three Little Stooges movie will be distributed worldwide, with an anticipated release date for Summer 2018. It is being produced by C3 Entertainment, Inc., which is the managing entity of Three Stooges Productions LLC. Financial commitments have already been secured in various foreign territories for distribution of the new film as the production company’s International Distributer, The Exchange, has already begun pre-selling the film in foreign markets, including the Cannes International Film Festival in France.

C3 Entertainment, Inc., Production Company: C3 is a premier entertainment and media company engaged in motion picture, television, digital, and home entertainment production and worldwide distribution, as well as licensing and brand management of world-famous classic brands and personalities. C3 is The Three Stooges brand owner. It most recently produced The Three Stooges Movie (2012) released by 20th Century Fox Studios, The Three Stooges 75th Anniversary Special (2007) for NBC, and The Three Stooges (2003) biopic for ABC. Upcoming Three Stooges projects include an animated series and follow-up to the 2012 feature film.

The Exchange, International DistributorCollaborative and transparent, The Exchange is a leading international sales and finance company committed to creating strong relationships between filmmakers, film financiers, and distributors through the exchange of product, information, and commerce. The company specializes in high-quality commercial films that appeal to North American audiences and the ever-evolving global film market. In less than two years, The Exchange has acquired, financed, produced, and/or sold over 140 films ranging from $5 million to $90 million, including films from Disney, Sony, Fox, and Universal.

Industry and Market Analysis

The global film industry is projected to reach nearly $50 billion in 2020.vi In 2016, the global box office reached $38.6 billion in ticket sales, up 1% from 2015. The U.S./Canada box office ($11.4 billion) grew 2% while the international box office ($27.2 billion) was flat year over year. Over 1.3 billion tickets were sold last year in the U.S./Canada market, with more than two-thirds (71%) of the U.S./Canada population – or 246 million people – going to see a movie at least once in 2016.vii

Between 1995 and 2016, over 7,500 movies were released in U.S. movie theaters. Of those, only 1,010 were rated PG (13.37%), yet over 20% of domestic box office sales were generated by these family-friendly, PG-rated movies. In 2016, PG-rated movies captured its highest market share since 2010 at 28.7% of domestic box office sales, totaling over $3.2 billion.viii PG movies also comprised 8 of the top 25 films released in 2016, trailing only PG-13 movies (14).ix

Additionally, among the 25 top-grossing comedies since 1995, PG movies have generated the most in box office sales. In total, the top 25 comedies since 1995 have grossed over $5.3 billion in ticket sales (adjusted for ticket price inflation); PG movies occupy that highest market share of that total (36.6%), having grossed over $1.9 billion. PG-13 comedies were second, grossing just under $1.88 billion (35.5%).x

Comparables

Other family comedy franchises with films similar to The Three Little Stooges Motion Picture, include the following:

Home Alone: Home Alone is a series of five family comedy films. The first two films, Home Alone (1990) and Home Alone 2: Lost in New York (1992), follow the adventures of Kevin McCallister (Macaulay Culkin) who gets would-be burglars Harry (Joe Pesci) and Marv (Daniel Stern) arrested using booby traps. The third film, Home Alone 3 (1997), has a similar plot but with a different main character, Alex (Alex Linz). A television film, Home Alone 4, premiered on ABC in November 2002. This film featured a new cast and a different storyline. A second television film, Home Alone: The Holiday Heist, premiered on ABC Family in November 2012 as a part of the network's “Countdown to the 25 Days of Christmas.” The first movie, which had an estimated budget of $15 million, grossed over $476 million worldwide at the box office. The second film, with an estimated budget of $20 million, grossed over $358 million worldwide. Home Alone III, which was only released domestically, grossed over $30 million, but had a production budget of $32 million.xi

Dennis the Menace: The Dennis the Menace franchise is an American family comedy series based on the Hank Ketcham comic strip of the same name. The first Dennis the Menace adaptation was a CBS sitcom that aired from 1959 to 1963. In 1987, a Dennis the Menace live-action television film was released; it was later re-released on video under the title Dennis the Menace: Dinosaur Hunter. In 1993, the live-action Dennis the Menace premiered. A direct-to-video sequel called Dennis the Menace Strikes Again was later released in 1998 without the cast from the original film. It was also followed by a Saturday morning cartoon series called All-New Dennis the Menace. Other direct-to-video films include the animated Dennis the Menace in Cruise Control (2002) and A Dennis the Menace Christmas (2007). With an estimated budget of $35 millionxii, the 1993 live-action comedy grossed over $117 million worldwide at the box office.xiii

The Little Rascals: Our Gang (also known as The Little Rascals or Hal Roach's Rascals) was a series of American comedy short films created by Hal Roach about a group of poor neighborhood children and their adventures. Our Gang was produced from 1922 to 1944. It was syndicated for television under the title The Little Rascals beginning in 1955. In 1994 a live-action family comedy, The Little Rascals, was released by Universal Pictures. A direct-to-video sequel, The Little Rascals Save the Day, was released in 2014.

Investment Terms

Security Type: Revenue Participation Rights

Round Size: Min: $50,000 Max: $1,070,000

Interest Rate: Adjusted gross proceeds sharing agreement which provides the investors ─ Equity Financiers ─ (along with any others who purchase revenue participation rights in this offering, future offerings, or previous offerings ─ collectively, Additional Equity Financiers) 100% of the Company’s adjusted gross proceeds up to the repayment amount of 120% of their investment, and 50% of any remaining adjusted gross proceeds thereafter.

The Financing Agreement provides that Adjusted Gross Proceeds (as defined below) will be allocated as follows:

  • First, one hundred percent (100%) of Adjusted Gross Proceeds shall be paid to the Purchasers and the Additional Equity Financiers on a pro rata (based on the ratio that their respective financing contributions bears to the aggregate of the Purchasers’ financing contributions and the Additional Equity Funds) and pari passu basis until such time, if ever, as the Purchasers have received an amount equal to one hundred twenty percent (120%) of the Purchasers’ financing contributions and the Additional Equity Financiers have received an amount equal to one hundred twenty percent (120%) of the Additional Equity Funds; and
  • Following such time, if ever, as the Purchasers have recouped an amount equal to one hundred twenty percent (120%) of the Purchasers’ financing contributions and the Additional Equity Financiers have recouped an amount equal to one hundred twenty percent (120%) of the Additional Equity Funds, then any remaining Adjusted Gross Proceeds shall be referred to as “Net Proceeds”, and shall be paid as follows:
    1. fifty percent (50%) to Producer (“Producer’s Net Proceeds”); and
    2. fifty percent (50%) to the Purchasers and the Additional Equity Financiers on a pro rata (based on the ratio that their respective financing contributions bears to the aggregate of the Purchasers’ financing contributions, the Additional Equity Funds and the Filmmaker Funds (as defined below)) and pari passu basis.
    3. All third-party participations in Net Proceeds (other than those payable to Additional Financiers) shall be borne out of Producer’s share of Net Proceeds.

For purposes of the Financing Agreement, “Gross Proceeds” means any and all amounts, including nonrefundable advances, received by the Company from the exploitation of the Picture and all elements thereof and all rights therein, in any and all manner and media derived from distribution of the Picture, now known or hereafter devised, worldwide, and throughout the length of the copyright to the Picture. The following amounts are not included in Gross Proceeds:

  • The costs of deliverables paid by a distributor of the Picture
  • Any amounts used to fund production costs of the Picture
  • Any advance received from a record company in connection with a soundtrack album for the Picture shall be included in Gross Proceeds only to the extent that such advance is not used to pay music or other production costs; and
  • Tax credits or other tax incentives received in connection with the production of the Picture shall be included in Gross Proceeds only to the extent not used to repay financiers providing financing secured by such tax credits or incentives or used to directly fund production costs of the Picture.

The Financing Agreement defines “Adjusted Gross Proceeds” as Gross Proceeds remaining after deduction of the following:

  • Third party sales agent and producer representative fees and expenses;
  • Actual, third party, out of pocket amounts incurred by or on behalf of Producer in connection with the sale, marketing, licensing, delivery, distribution and/or exploitation of the Picture;
  • Ongoing third party accounting costs and expenses actually incurred by or on behalf of Producer in connection with the processing of payments to profit participants (including, without limitation, collection agent fees and expenses), and audit costs;
  • Actual, third party, out of pocket expenses incurred by or on behalf of Producer in connection with the ongoing ownership of the Picture (e.g., costs incurred in connection with the preservation and storage of negatives and master prints of the Picture and any expenses incurred in connection with the copyrighting of the Picture);
  • Actual, third party, out of pocket expenses incurred in connection with the existence and management of Producer (e.g., taxes, accounting fees, filing fees, etc.);
  • Any residual and/or pension, health and welfare payments paid to guilds or guild members in accordance with the agreements between Producer and the applicable guild with respect to the Picture (to the extent not assumed by the distributor(s) of the Picture);
  • Any amounts required to be withheld by law;
  • Payments pursuant to music licensing “step” deals which require additional payments based on the performance of the Picture;
  • Any actual, third party, out of pocket costs incurred by or on behalf of Producer or its affiliates in connection with enforcement of Producer’s rights in the Picture, including, without limitation, actual, direct, out-of-pocket accounting, legal and auditor fees and expenses;
  • Any amounts used to repay loans received in connection with the production of the Picture;
  • Any deferred compensation and bonuses (e.g., box office bonuses, award bonuses) or production costs payable to parties rendering services in connection with the Picture (to the extent not assumed by the distributor(s) of the Picture);
  • Any amounts paid to the completion guarantor of the Picture (if any) in repayment of sums advanced by such completion guarantor; and
  • Any reasonable reserve amounts, as determined by Producer in its good faith business judgment, required to cover anticipated future costs or liabilities, provided that such reserve amounts shall be liquidated every twelve (12) months.

The Company does not make any representation or warranty in the Financing Agreement as to the amount of Gross Proceeds, if any, the Company will receive from the exploitation of the Picture.