EXECUTIVE SUMMARY

      Transtar Film Partners, LLC is a Colorado Limited Liability Company formed in September of 2006. Transtar Film Partners, or TFP, was created as an investment vehicle to fund the development and production of three feature-length motion picture film projects.

      The Managing Partner of Transtar Film Partners is Transtar Entertainment Company, an independent feature film and television production company headquartered in Denver, Colorado. Transtar Entertainment Company operates three divisions: our Feature Films Division develops and produces theatrical motion pictures which are marketed through domestic and international distribution; our Broadcast Division develops and produces original programming for broadcast television, high-definition cable and video-on-demand;  and our Corporate and Commercial Division operates as a full-service film and video production company producing award-winning television commercials, sales and marketing programs, infomercials, safety and training videos, and international marketing programs.

      Transtar Entertainment Company has selected three feature film projects to be offered in the Transtar Film Partners’ package. These films were chosen because each are designed to reach family-oriented audiences, are being produced on realistic budgets and are projected to deliver a fair return to our Partners. All three projects will be put through our detailed Ten-Step Development Process that analyzes the strengths of each film, outlines their unique marketing and distribution plans and determines an appropriate production budget for each film.

      Transtar Film Partners is looking for accredited financial partners with the ability to commit $10 million. In return, these investors will receive up to 75% of the partnership shares in Transtar Film Partners, LLC.  The $10 million will provide sufficient capital for TFP to develop, produce and distribute the three feature film projects. The attached Projected Cash Flow Statements detail three different levels of income and expenses for the first five years of operation. TFP’s Partnership Agreement will outline the option of extending the agreement to include the development, production and distribution of additional feature film projects.

DEFINITION OF A PRODUCER

      Transtar Film Partners will serve as the Producer for these film projects.  The role of a Producer is to bring together and manage four key elements:  1) The Creative Package... the script, director, actors and other creative elements that make the production viable;  2) The Financing... securing investments to fund production;  3) The Production Package... hiring the crew, securing locations and renting the equipment necessary to make the film;  and 4) Distribution... moving the finished product into U.S. and world markets to begin the flow of revenue. Thorough knowledge of each of these four elements is critical to being a successful Producer and the Company’s management team has experience in all four areas.

      Transtar Film Partners will be positioned in the marketplace as an independent production company.  An independent has been described as a company that finds its production financing outside of the traditional studio system.  Its product may be distributed by a studio, but the company obtains the production budget from other sources.

      Our independent producer status provides TFP many unique advantages.  Because of our financial and management structuring, Transtar Film Partners can produce films for far less than the Hollywood studios.  Our direct relationship with Transtar Entertainment Company provides existing staffing, production offices, equipment and post-production facilities, offering an economy-of-scale that saves on overhead and increases profitability.  And finally, our demanding criteria for feature film scripts, our desire to produce family-oriented entertainment, and our commitment to quality will establish Transtar Film Partners as a leader in the independent production market.

FAMILY-ORIENTED FILMS

       Transtar Film Partners intends to produce theatrical motion pictures with compelling storylines and realistic character development that promote positive core values.  Our films are primarily family-oriented that feature persuasive, well-crafted storytelling.  Our commitment to producing quality films that are both entertaining and marketable provides broad commercial appeal.  We believe simply that a good story plays well in all parts of the world.

      Transtar Film Partners intends to produce films designed to receive G, PG or PG-13 ratings by the Motion Picture Association of America (MPAA).  Our goal is to produce quality films, with high entertainment value, that will appeal to all ages and backgrounds.  But this family-oriented philosophy has also proven to make good business sense!

      In 2005, The DOVE Foundation commissioned Kagan Media Appraisals, Inc. to study the profitability and rate of return on investment of the most widely distributed films released between 1989 and 2003.  Their results were published in May of 2005.  Out of the roughly 3,000 films studied during this period, 52% received an R rating by the MPAA, 28% received a PG-13 rating, 16% received a PG rating, and only 4% of the films received a G rating.

      R-rated films released during the study period earned an average profit of $7 million per movie while G-rated films earned an average of $79 million each.  So while the movie industry produced nearly 12 times more R-rated films than G-rated from 1989-2003, the average G-rated film produced 11 times greater profit than its R-rated counterpart.  In addition, G-rated films produced an average return on investment over three times greater than R-rated films.  G-rated films produced an average ROI of 94.5% while R-rated films produced only 28.7% ROI.

DEVELOPMENT STRATEGY

      To meet our goal of producing high-quality and commercially successful film projects, Transtar Film Partners will carefully follow our Ten-Step Development Strategy. This strategy is designed to create a detailed Creative Package to support each feature film project.

      Step One is to recruit an experienced and balanced producer team to develop and manage the project. The team should have experience in the genre of the project and the distribution model.  Step Two is to sign an option agreement on the three existing film scripts.  This step will include working with the original writer or hiring other writers to polish the scripts and get them ready for production.  Step Three is to develop a detailed Marketing Plan which includes an analysis of the program’s market and target audience.  Appropriate distribution channels are determined and an income projection model is created.  Initial public relations, advertising and marketing concepts are also developed.

      Step Four is to prepare detailed production budgets based on the potential income projected in each Marketing Plan.  Step Five is to select and secure interest from qualified directors.  These directors must share the vision of the producer team and have the experience to manage all aspects of the production process.  Step Six is to select and secure interest from a bankable cast or other professional talent. A few name actors will always add value to a project but their impact on the budget must be justified in the Marketing Plan.

      Step Seven is to interview and select other key crew members, such as the production manager, director of photography, art director and editor.  Step Eight is to develop the preliminary production schedules, scout sets and locations and arrange for support services.  Step Nine is to assemble all the information, write the Marketing Plans, finalize the production budgets and compile the details into formal Creative Packages.  Upon receiving the green light from the TFP Partners, Step Ten is to begin pre-production on the project, sign contracts with cast and crew, and finalize the production schedules.

SELECTED FILM PROJECTS

      The Shepherd’s Song is a family drama celebrating Spanish culture.  This highly emotional film will be shot in beautiful Colorado and New Mexico.  The Shepherd’s Song was written by Mark Miller and will be produced for approximately $6 million.

The Shepherd's Song Synopsis

The Shepherd's Song Top Sheet Budget

      Last Respects is a story of brotherly conflict and second chances.  Taking place over one day in a small town in Colorado, the story tests the bond of two brothers who have traveled different paths.  Last Respects has been budgeted at $4.6 million and will attract a broad cross-section of viewers.

Last Respects Synopsis

Last Respects Top Sheet Budget

      The Gentle Fiesta is a romantic comedy with serious overtones about a woman in mid- life crisis who decides to take an eventful “second honeymoon” to Puerto Vallarta, Mexico.   The Gentle Fiesta, written by industry veteran Mark Miller, has been budgeted at approximately $5.5 million.

The Gentle Fiesta Synopsis

The Gentle Fiesta Top Sheet Budget

KEY PERSONNEL BIOGRAPHICALS

DOUG HANES, Managing Partner / Executive Producer

      Doug Hanes is the founder and President of Transtar Entertainment Company, an independent feature film and television production company.  Mr. Hanes offers 28 years of experience in writing, directing, shooting and editing, guaranteeing the continuity and consistency critical to each feature film project.

       Since 1982, Mr. Hanes has been the President and Owner of Transtar Productions, Inc., producing award-winning commercials, corporate videos and entertainment programming.  He brings a specialized shooting style and detail-oriented approach to each project.

      Mr. Hanes’ formal training in film production and photography creates visually beautiful and technically accurate film and video presentations.  Each year, Mr. Hanes is honored with numerous industry awards for creativity and production excellence from national and international competitions.

      Mr. Hanes’ extensive experience in all aspects of advertising and marketing, along with every phase of the production process, have led some of the most successful corporations to Transtar Productions. Clients such as Space Imaging/GeoEye, Orange Glo International, Kaiser Permanente, Johns Manville and Guitar TV are only a few of the companies who have experienced the successful results of Mr. Hanes’ talent for producing and directing.

       As Executive Producer for Transtar Film Partners, LLC, Mr. Hanes’ responsibilities include overseeing all three film projects, contracting with producer teams, hiring key production personnel and managing the schedules and production budgets.

MARK MILLER, Producer / Screenwriter

       Mark Miller has performed in over 100 plays and television programs opposite such stars as Grace Kelly and Joanne Drew.  He landed the lead in the TV series Please Don’t Eat The Daisies and has had starring roles in many movies of the week, the television series The Name of the Game and the daytime dramas General Hospital and Bright Promise.  Mr. Miller then moved into feature films as writer, producer and star of Ginger in the Morning with Sissy Spacek.  He also produced the HBO children’s film The Story of a Cowboy Angel with friend Slim Pickens.

      Mark Miller’s next feature was Savannah Smiles, which he wrote, produced and starred in.  This film became a classic family film and was voted the second best film of the decade behind E.T.  The film was produced for only $2.2 million and has grossed over $30 million worldwide. Next, Mr. Miller adapted an old Italian film classic and renamed it A Walk In The Clouds.  The film, starring Keanu Reeves and Anthony Quinn, has grossed over $130 million worldwide.

      Mr. Miller has written and developed over 18 feature film screenplays that are now ready for production by Windsong Productions, owned by Mark Miller and Nick Connell.  His current film projects that will be co-produced with Transtar Film Partners include The Shepherd’s Song and The Gentle Fiesta.  Mark Miller is dedicated to making films geared for a large cross-over audience that leaves people with a good feeling... a feeling the entire family can take home.   His commitment to making family-oriented films parallels the goals of Transtar Film Partners, making Mark Miller and Windsong Productions an ideal production partner.

NICK CONNELL, Producer / Director

      Nick Connell has over twenty-five years of production experience in film, television, theatre and music.  Mr. Connell has worked at Universal, Zoetrope, Frameline Productions, Filmworks, CBS, WGN, Highstar Productions, KSPN, Fox and Cablevision Productions.  Mr. Connell has worked as Producer, Co-Producer, Associate Producer, Director, Assistant Director and Production Manager on the film and television projects Song of The Heartbeat, Harnessing the Sun, Monster Beach Party, Minds Alive, Nurturing the Tree of Life, That Memorable Season, Aspen Film Conference, One World Music Festival, Oliver, A Homeless Epic and Primordium.

MICHAEL LION, Original Music Composer / Music Producer

      Michael Lion’s showbiz debut took place at the tender age of three months, when he was brought on stage and balanced atop his father’s hand during his family’s trampoline and juggling act.  Michael Lion’s love for performing flourished and expanded to almost every area of music and theatre and has included directing, composing, playwriting, producing, acting and live concerts.  He has enthralled children’s audiences with his musical adaptations of Pinocchio, Peter Pan and Phantom of the Opera.

      Michael Lion has been a featured entertainer from coast to coast.  His credits include such prestigious venues as The Forum and The Playbill Theatre in Los Angeles, The Goldenrod Showboat in St. Louis, Madison Square Garden in New York City, Fifth Quarter in Nashville, the Flamingo Hilton in Las Vegas and on national television with Carson Productions.  Michael Lion has won numerous awards from theatres, educational institutions, corporations and ASCAP.  For Transtar Entertainment Company, Michael Lion writes and produces original music for all of our divisions as well as produces original music CDs.

      Michael currently tours nationally with his wife Amy performing an entertaining music and comedy dueling pianos show.  For more information on Michael and Amy's show, please go to www.LionSong.com.

JOHN PLUNKETT, Screenwriter

      John Plunkett received his Master’s Degree from The American University in Washington, D.C.  While studying at American, John wrote several short films and five feature scripts.  One of his films, No Idea Theatre, and one of his TV scripts, a Simpson’s episode entitled Close Encounters of the Homer Kind, won awards at the prestigious Visual Image Festival.  Mr. Plunkett’s first feature script, an Elvis-themed comedy called Urning Love, caught the eye of Emmy-nominated TV writer Erik Tarloff who gave him his first break into Hollywood.

      Mr. Plunkett worked for three years with Oscar-winning screenwriting legend Robert Towne.  During this time he worked as Towne’s assistant throughout the production of Without Limits, the Warner Brothers film directed and co-written by Towne.  John has also worked as Creative Director for Julia Bug Entertainment, creating a full slate of film and TV projects including a supernatural mystery series called Spirit Chaser and a sitcom called Animal Hospital.  He has written the Transtar Film Partners’ feature film script Last Respects.

GEORGE W. COLE, Partner / Financial and Operations

      George Cole serves on the Board of Directors of Transtar Entertainment Company, an independent feature film and television production company.

       Over his career, Mr. Cole has started and operated many private limited partnerships as well as a publicly-held real estate limited partnership.  He established a business consulting firm that advised small and start-up companies on a range of business issues and successfully took eighteen of these companies public.

      In 2000, Mr. Cole launched another business consulting firm, Purple Mountain Companies.  The firm is still active advising and consulting with small, mid-size and start-up companies on a wide range of subjects, including initial public offerings, mergers and acquisitions.  The Company uses professional, legal and accounting talents as well as securities brokers in the movement of companies to the public market.  He also manages Herb Cole Real Estate, a real estate investment and development company.

      For Transtar Film Partners, LLC, Mr. Cole oversees the management of all financing and business operations.

INVESTMENT TERMS

      Transtar Film Partners, LLC is looking for an accredited Investor(s) to either: 1) deposit $10 Million into an interest bearing escrow account; or 2) provide an irrevocable letter-of-credit from a major financial institution.  TFP will then withdraw these monies according to an Investor-approved draw-down schedule.  The Investor(s) will own 75% of the Partnership Shares in Transtar Film Partners and the original investment will be paid back with a 6% premium.

      The following three attachments contain Projected Cash Flow Statements, one each for Low-End Income, Medium Income and High-End Income.

Projected Cash Flow (Low End Income)

Projected Cash Flow (Medium Income)

Projected Cash Flow (High End Income)

      And the following chart summarizes the key totals from these statements, including Projected Revenues, Cash Disbursements and the Investor’s Projected Return-On-Investment.

       * After Prints, Advertising and Distribution Fees