UPDATE 5/21
Since I realize that I must (more actively) pursue the Joint Venture, then I'm posting here to bring the older post into a newer time frame. I'm hoping to work on consolidating these blogs in the near future, but for now, I will be addressing these issues on IMS Producing Partners. As it stands now, IMS Producing Partners is a membership site for Vested Partners. I may change that structure in the future though. We'll see. AG
Normally I post these subjects on IMS Producing Partners, but since that site was set up as a membership site, few people will see the posts. IMS Producing Partners is not functioning entirely as I had intended yet, simply because I am running out of time to manage that end of things the way I would like to. As you may see from reviewing The Gnomes of New Hope blog I've decided to pull back from certain management activities and focus on completing the book series. All seven of the Illustrated Storybooks need to be finished and in the marketplace before we can really start to fly, so-to-speak.To do that we need to raise the funds needed to complete the artwork and conform the book layouts to the new printing specs. It's a lot of work, especially in the context of all the other work that is under way. That's going to require at least 150K, possibly more, in whole or in part, drawn from Front Money. Front Money has a 300% return and no time frame.
This post addresses two of the critical subjects necessary for producing The Gnomes. Front Money and the Joint Venture. Conversations recently with investors has caused me to review the contracts and the Business Plan.
In terms of the Front Money Agreement; I've reviewed the original contract and updated it by clarifying the language and expanding upon some of the terms which seemed to be presumed in the previous agreement. This expansion and clarification does not change the terms of any previous agreement, however I added an additional benefit, when it comes to reinvestment of the principle and return. In particular, a reinvestment, at the discretion of the producers, brings with it additional return from the Producers share of the Limited Partnership, if those funds remain in the LP (and if an LP is implemented). This in addition to a commensurate number of shares in the Limited Partners portion. That does not mean that the LP investor gains shares in the GP portion, that means that the General Partners take on an obligation of return additional money to those Front Money Investors from their portion. There are other clarifying points on subjects that might have been misconstrued if they were not embellished upon further. Of course that makes the document longer, but, oh well.
I can say that I do believe that the Front Money Agreement will not require updating again, because it has been expanded to cover details that I thought unnecessary or unwise in earlier editions. Truth be told, I'm dealing with more sophisticated investors now because the numbers are higher for the budget amounts we need to secure. So review was appropriate.
I'm still finishing some of the Developmental activities that require less investment, but that will need to change drastically in the very near future. Lack of funds is stunting the growth of the project severely. It's not just the project itself. I have substantial outlay required for equipment, facilities, and management logistics and that takes away from moving further into pre-production and ultimately production. I am trying to align the foundations for distribution, which as you know must be in place before even considering going into production. So the focus, goal, and reality is that the publishing needs to be completed and there are numerous details in that regard.
Book One is sufficient to outline the essence of the entire series for advancement into serious discussions about funding other arenas, in particular Cinema and other presentations, such as the parade float/presentation or concert opportunities.
In house activities are blending preparations of the sound-stage/scene shop/GFX/animation/puppetry and this needs to be funded as well.
It should be noted that the e-Storybook is shaping into a premier exhibition medium and it's development may take precedence over entering into presentation in some other venues. That in itself is justification for much of the in-house activities that are being developed.
So with all that in mind, not to mention the other intended higher level of professional industry activities, both domestic and international, I have been reviewing the Business Plan. There are aspects of it that have been outdated because of changing circumstances and a new clarity that resulted from Book One being published. So too, have the circumstances with my facilities changed. None of these changes are sufficient to change the Modus Operandi as a whole, but certain aspects of the operation have come into focus and the larger speculation on possibilities, has given way to the utter realities which must be addressed, if this is ever to advance into reasonable, if not the fullest manifestation.
The original Business Plan, which went through numerous revisions to bring it to the state of definition in which it now exists, clearly will need go through numerous other revisions, before it can be considered as a viable production tool. In the present plan, The Elder Gnomes Joint Venture is addressed along with other subjects in a detail which I would like to isolate from the narrative presented.
From my point of view now, the assorted subjects that have been addressed need to be separated into more distinct sub-categories and the entire document needs to be structured, so that it refers to those sub-categories as adjacent documents instead of having the details of those sub-categories integrated into the language of The Plan. Doing this will give The Business Plan much greater flexibility to include new categories, such as First and Second Class operations, or The Ancillary Markets and effectively produce distinct operational guidelines for each category. The whole point of The Business Plan is to lead into the management structure that is identified within it, not just to raise the capital to do so, but also to set the groundwork for the Board of Directors of The Elder Gnomes Joint Venture, IMS Management Incorporated, and The Gnomes of New Hope Productions to operate in accordance with the plan, or to at least be set on the path to the ultimate operating structure which will originate in the plan. But that plan also applies to other projects as well.
These organizations must be set in place, if another larger studio does not step in to take over operations of The Gnomes of New Hope. That option is always on the table, but really, I'm not holding my breath.
So I am reviewing the Business Plan in order to make it a more useful tool. That plan is divided into sections already and I can provide sections for review to investors if they want to see it, but for now The Front Money Agreement is the primary document and the actual Business Plan is only available to vested IMS Producing Partners. Book One and all the adjacent production documents are sufficient to present the scope and methodology to Front Money Investors.
The Elder Gnomes Joint Venture requires a buy-in. I'm splitting the shares in The Gnomes of New Hope (essentially) in half and selling those shares to The Elder Gnomes Joint Venture. That means that the twelve member Vested Board of Directors will gain 100% of all the rights to exploit the project in both the domestic and the international markets. They will not have the right to change, expand upon, or develop the Core Creative Materials. That right remains with and under the purview of Image of the Mind Studios. I will sit as the Chairman of the Board and in that capacity retain the one twelfth share of The Elder Gnomes shares. The remaining eleven Board Positions are available for sale to the appropriately credible investor. That means that the Board positions require active vested individuals, with the credentials to fill a specific role in the management of the organizations and the project as a whole. There are the normal positions; CEO, CFO, etc, but there are also positions that are specific to the industries involved in this project. Theatre, Film, Television, Merchandising, etc. Each of the Board positions in The Elder Gnomes has a supervisory capacity over the other organizations (until they are fully capitalized) and the Business Plan has a tiered structure running across all the organizations previously identified.
The Elder Gnomes will alway retain ultimate authority over The Gnomes of New Hope, but the organizational structure accommodates other productions under the same defined structure. A parallel example would be this; The Nunc Licet Joint Venture, IMS Mgmt, and Nunc Licet Productions. This organization would be for the project "Nunc Licet" a stage play about Emanuel Swedenborg. Any other project would have the same organizational structure; The Alpha & Omega Joint Venture, IMS Mgmt, Alpha & Omega Productions. "I Am Alpha & Omega is my Mangum Opus. In all instances of project originating from Image of the Mind Studios, IMS retains Creative Control. The same would be the case for a project originating elsewhere.
This information is all outlined in greater detail in The Business Plan, but in a Gnutshell; The Board Positions in the Elder Gnomes require a buy-in. Each seat on the Board maintains 1M shares at one dollar per share. Shares in the Elder Gnomes belong to the Joint Venture as a whole and not to the person sitting on the Board. There is accommodation to recoup the buy-in after there is a stock split. If a Front Money investor's credentials match the need of any of the Board positions in any of the organizations; Elder Gnomes, IMS Mgmt, or the Production company, then there are accommodations for the transfer of the Front Money investment to that organization and Board position upon approval.
To put it plainly, this project needs to move out of my hands and into an organization of numerous people fulfilling an array of management, creative, production, and performance roles. This is the point of the plan briefly outlined above. I remain open to all other options, given that one realizes that the depth of implementation of the Business Plan will dictate the actions that must take place.
That's all for now. AG
