Form 1-A Regulation A Tier 1 Offering Statement
An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor there would any sales of these securities in any state in which such offer, solicitation or sale be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.
PART II – OFFERING CIRCULAR
Form 1-A Regulation A Tier 2 Offering Statement
Edgar file No. 367-10517
Item 1. Cover Page of Offering Circular
Athlete Films, LLC
Principle Executive Office Address:
244 5th Avenue, Suite Q260, New York, NY 10001
Phone: 917-719-1262
http://www.athletefilmsfund.com
January 15, 2025
We are offering a maximum of 20,000,000 of Class A Common Shares at a fixed price of $10 per share (ten dollars) in a “Tier 2 Offering” under Regulation A (the “Offering”). This Offering is being conducted on a “Best Efforts” minimum/maximum. Our Class A Common Shares are not listed on any national securities exchange or in the over-the-counter inter-dealer quotation system and there is no market for our Class A Common Shares. Please see Part II Item 14 for the disclosure of the Securities Being Offered in this Offering Statement.
The Offering will terminate on December 31, 2026; or when the Board of Directors decides that it is in our best interest to terminate the Offering. There is not a minimum required sale in order to effectively operate the company. Every dollar shall proportionately be applied to The Company’s use of proceeds starting with management, technology, legal and accounting expenses. In the event we do not sell any Class A Common Shares by December 31, 2026, We will adjust our use of proceeds to prioritize the capital investment received to be used on building out our technology, marketing, legal and accounting platforms. Sale to the public shall commence within 30 days following the date this offering statement is qualified.
This Form 1-A is following the Offering Circular format rather than Part I of Form S-1. The purchase of the securities offered through this Offering Circular involves a high degree of risk. You should carefully read the entire Offering Circular, including the section entitled “Risk Factors” before buying any Class A Common Shares. Risk Factors section can be found by referencing Part II Item 3.
The United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration.
Use of Certain Defined Terms
Unless the context requires otherwise, references to “the Company,” “we,” “us,” “our,” “360 Sports” refer specifically to Athlete Films, LLC
In addition, unless the context otherwise requires and for the purposes of this report only:
· “Exchange Act” refers to the Securities Exchange Act of 1934, as amended;
· “SEC” refers to the United States Securities and Exchange Commission; and
· “Securities Act” refers to the Securities Act of 1933, as amended.
Special Note Regarding Forward-Looking Statements
This Offering Circular contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements may be identified by the use of words such as “will,” “believes,” “plans,” “estimates,” “anticipates,” “expects,” “intends,” “hope,” “aim,” “aspire,” or words of similar import. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors” in this Offering Circular. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations.
The forward-looking statements speak only as of the date on which they are made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Consequently, you should not place undue reliance on forward-looking statements.
Special Note Regarding Risk Factors
Although some of the risk factors summarized below may apply to many start-up companies, we have included them because an emerging growth company such as 360 Sports is inherently subject to these risks, and others, which could cause actual results to differ materially from those projected in this Offering. Investors should carefully consider the risks and uncertainties described below, together with all the other information in this Offering, before deciding whether to invest in shares of our Company.
Additionally, the risk factors described below are those which we believe are currently material to the business, prospects, operating results, and/or financial condition of 360 Sports. Investors need to be aware there may be other risk factors that may become material in the future, or there may be risks that we have not yet identified that could adversely affect the condition of our business and cause the market price of our stock to decline resulting. For these reasons, and the risks described below, investors should be prepared to withstand a complete, or significant, loss of their investment in 360 Sports.
RISK RELATING TO OUR BUSINESS AND INDUSTRY
1. Limited Operating History and Capital
360 Sports only has a limited operating history upon which investors may base an evaluation of its performance; therefore, it is still subject to all the risks incident to the creation and development of a new business. We plan to conduct closings of sales of Shares as subscriptions are received. If less than $5,000,000 is received from the sale of Stock, the Company may have insufficient cash to implement its plans and investors who purchase Stock shall be at heightened risk of loss from their investments.
360 Sports has not established significant revenues or operations that shall provide financial stability in the long term. And, there can be no assurance that the Company can realize its plans on the projected timetable in order to reach sustainable or profitable operations. Any material deviation from the Company’s timetable could require that the Company seek additional capital. There can be no assurance that such capital shall be available at reasonable cost, or that it would not materially dilute the investment of investors in this Offering if it is obtained.
2. Need for Additional Financing
Assuming all Shares are sold in this Offering Subscription, we believe that the net proceeds from this agreement, together with its projected cash flow from operations, shall be sufficient to fund the operations of 360 Sports as currently conducted for up to 24 months. Such belief, however, cannot give rise to an assumption that the Company’s cost estimates are accurate or that unforeseen events would not occur that would require the Company to seek additional funding to meet its operational needs. In addition, there can be no assurance that the Company’s cash flow generated from operations shall be sufficient to implement the 360 Sports’ business objectives. As a result, the Company may require substantial additional financing in order to implement its business objectives.
There can be no assurances that 360 Sports shall be able to obtain additional funding when needed, or that such funding, if available, shall be available on terms acceptable to the Company. In the event that the Company’s operations do not generate sufficient cash flow, or the Company cannot acquire additional funds if and when needed, the Company may be forced to curtail or cease its activities which would likely result in the loss to investors of all or a substantial portion of their investments.
3. Liability Associated with Managing Sports Teams and Leagues
The management of sports teams and leagues creates a risk of liability for 360 Sports, as well as for the owners of agencies, clubs and leagues involving, but not limited to, claims of bodily injury, property damage, or breach of contract arising from league and team operations, venue premises, products and services, completed operations, advertising, or participant injuries.
Currently, 360 Sports Events, one of the 360 Sports’ subsidiaries, has stadium insurance for general liability coverage. We intend to require all club, league and agency owners to purchase general liability insurance and include 360 Sports as an additional insured, as well contractually agree to indemnify 360 Sports, as a conditions for team ownership.
Additionally, 360 Sports plans to develop practices and strategies to minimize harm and promote safety, as well as require team managers, and owners of clubs, leagues and agencies to attend proprietary training, and agree to terms of practice and conduct developed to minimize the causes and/or contributing factors which often form the basis of lawsuits associated with owning a sports team, as well as the leagues the teams participate in.
However, 360 Sports cannot guarantee that these or any other strategies will successfully prevent liability. The defense and prosecution of these claims may be costly, time consuming and adversely impact the Company’s brand even if the outcome is favorable to 360 Sports, an adverse outcome could subject 360 Sports to significant financial liabilities. This could result in decreased profitability for the Company and loss of your investment.
4. Risks Associated with Athletics
All forms of sports and athletics are inherently dangerous to athletes. As a result, the Company, as well as the owners of sports clubs, leagues, and agencies are at a unique risk for liability regarding sports related injuries. As previously stated, 360 Sports plans to develop practices and strategies to minimize harm and promote safety, ensure compliance with state and federal sports safety regulations, as well as require team managers and club owners to attend proprietary training, and agree to terms of practice and conduct developed to minimize the causes and/or contributing factors the can lead to athletic injuries.
However, as previously stated, 360 Sports cannot guarantee that these or any other strategies will successfully prevent liability. The defense and prosecution of these claims may be costly, time consuming and the publicity may adversely impact the Company’s brand even if the outcome is favorable to 360 Sports, and an adverse outcome could subject 360 Sports to significant financial liabilities. This could result in decreased profitability for the Company and loss of your investment.
5. Risks Associated with Affiliate Agreements
A significant revenue source for 360 Sports is, and will continue to be, from the affiliate agreements 360 Sports has with third party vendors and the sales 360 Sports achieves of their products and services. Although we intend to require consumers to agree to disclaimers such as disclaimers of warranty prior to purchasing products or services from these third party vendors, as well as obtain general liability coverage, we cannot guarantee that these or any other strategies will successfully prevent our liability. The defense and prosecution of these claims may be costly, time consuming and adversely impact the Company’s brand even if the outcome is favorable to 360 Sports, and adverse outcome could subject 360 Sports to significant financial liabilities. This could result in decreased profitability for the Company and loss of your investment.
6. Changes in Consumer Behavior Could Reduce Profitability
The business of 360 Sports could change in unpredictable ways. The Company’s success therefore depends on its ability to successfully predict and adapt to changing consumer behavior outside, as well as inside the United States. Moreover, 360 Sports must often invest substantial amounts in development before the Company learns the extent to which products will earn consumer acceptance. If 360 Sports’ products and services do not achieve sufficient consumer acceptance, the Company’s revenue may decline and adversely affect the profitability of the business.
7.Adverse Changes in Global and Domestic Economic Conditions
Adverse changes in global and domestic economic conditions or a worsening of the United States economy could materially Adversely Affect Us. Our sales and performance depend significantly on consumer confidence and discretionary spending, which are still under pressure from United States and global economic conditions. A worsening of the economic downturn and decrease in consumer spending, especially discretionary spending for nonessential products and services, may adversely impact our sales, ability to market our services and products, build customer loyalty, or otherwise implement our business strategy and further diversify the geographical concentration of our operations.
8. Rapid Technological Change May Adversely Affect 360 Sports’ Business
The ability of 360 Sports to remain competitive may depend in part upon its ability to develop new and enhanced sports-related products or services and to introduce these products or services in a timely and cost-effective manner. In addition, product and service introductions or enhancements by the Company’s competitors, or the use of other technologies could cause a decline in sales or loss of market acceptance of the Company’s existing products and services.
The success of the Company in developing, introducing, selling and supporting new and enhanced sports-related products or services depends upon a variety of factors, including timely and efficient completion of service and product design and development, as well as timely and efficient implementation of product and service offerings. Because new product and service commitments may be made well in advance of sales, new product or service decisions must anticipate changes in the industries served.
There can be no assurances that 360 Sports shall be successful in selecting, developing, and marketing new sports products and services or in enhancing its existing products or services. Failure to do so successfully may adversely affect the Company’s business, financial condition and results of operations.
9. Dependence on Computer Infrastructure
360 Sports relies on internet and computer technology to market and sell its products and services. The Company’s reliance on internet and computer technology implies that there can be no assurances that a system failure would not adversely affect the performance of the Company; 360 Sports presently has limited redundancy systems, relies on third party back up facilities and only a limited disaster recovery plan. Despite the implementation of network security measures by 360 Sports, its servers may be vulnerable to computer viruses, physical or electronic break-ins and similar disruptive problems which could lead to interruptions, delays or stoppages in service to users of the Company’s services and products which could cause a material adverse effect on the Company’s business, operations and financial condition.
10. Website Security Risks
If the security measures 360 Sports plans to use to protect the personal information of its website users, such as credit card numbers, are ineffective it could result in a reduction in revenues from decrease customer confidence, an increase in operating expenses, as well as possible liability and compliance costs.
Any breach in the 360 Sports website security, whether intentional or unintentional, could cause our users to lose their confidence in our website and as a result stop using the website. This would result in reduced revenues and increased operating expenses, which would impair the Company from achieving profitability. Additionally, breaches of our users’ personal information could expose the Company to possible liability as any involved user, or users may choose to sue the Company. Breaches resulting in disclosure of users’ personal information may also result in regulatory fines for noncompliance with Online privacy rules and regulations.
The Company plans to rely on encryption and authentication technology licensed from third parties whose area of expertise is to provide secure transmission of confidential information.
We believe that as a result of advances in computer capabilities, new discoveries in the field of cryptography and other developments, a compromise or breach of our security precautions may occur. A compromise in the Company’s proposed security for its computer systems could severely harm our business because a party who is able to circumvent our proposed security measures could misappropriate proprietary information, including customer credit card information, or cause interruptions in the operation of our website. The Company may be required to spend significant funds and other resources to protect against the threat of security breaches or to alleviate problems caused by these breaches. However, protection may not be available at a reasonable price, or at all. Concerns regarding the security of e-commerce and the privacy of users may also inhibit the growth of the Internet as a means of conducting commercial transactions in general. The Company’s users may have these concerns as well and this may result in a reduction in revenues and increase in our operating expenses, which would prevent us from achieving profitability.
11. Website Functionality
If the software on the 360 Sports website contains undetected errors, the Company could lose the confidence of users, resulting in loss of customers and a reduction of revenue.
The Company’s Online systems, including but not limited to its websites, software applications and Online sales for services and products, could contain undetected errors or “bugs” that could adversely affect their performance. The Company plans to regularly update and enhance all sales, websites and other Online systems, as well as introduce new versions of our software products and applications. The occurrence of errors in any of these may cause the Company to lose market share, damage our reputation and brand name, and reduce our revenues.
12. Legal and Regulatory Compliance
Failure to comply with applicable laws and regulations could harm our business and financial results. 360 Sports intends to develop and implement policies and procedures designed to comply with all applicable federal and state laws, accounting and reporting requirements, tax rules and other regulations and requirements, including but not limited to those imposed by the SEC, as well as the Children’s Internet Protection Act implemented by the Federal Communications Commission.
In addition to potential damage to our reputation and brand, failure to comply with the various laws and regulations, as well as changes in laws and regulations or the manner in which they are interpreted or applied, may result in civil and criminal liability, damages, fines and penalties, increased cost of regulatory compliance and restatements of our financial statements.
Future laws or regulations (or the cost of complying with such laws, regulations or requirements) could also adversely affect our business and results of operations.
13. Competition
360 Sports’ competitors may have greater financial resources and as a result be in a better position to attract athletes, initiate projects and effect broad market distribution of completed projects. There can be no assurances that the Company consistently shall be able to undertake projects that shall prove profitable to the Company in view of the intense competition to be encountered by the Company in all significant phases of its operations.
14. Potential Fluctuations in Quarterly Revenue
Significant annual and quarterly fluctuations in 360 Sports’ revenue may be caused by, among other factors, the seasonality of the more-widely popular sports, the volume of revenues generated by the Company, the timing of new product or service announcements and releases by the Company and its competitors in the marketplace, and general economic conditions.
There can be no assurances that the level of revenues and profits, if any, achieved by the 360 Sports in any particular fiscal period shall not be significantly lower than in other, including comparable fiscal periods. The Company’s expense levels are based, in part, on its expectations as to future revenues.
As a result, if future revenues are below expectations, net income or loss may be disproportionately affected by a reduction in revenues, as any corresponding reduction in expenses may not be proportionate to the reduction in revenues. As a result, the Company believes that period-to-period comparisons of its results of operations may not necessarily be meaningful and should not be relied upon as indications of future performance.
15. Risk of Managing Growth
360 Sports expects to expand its operations by selling multiple franchises throughout the United States. The anticipated growth could place a significant strain on the Company’s management, and operational and financial resources. Effective management of the anticipated growth shall require expanding the Company’s management and financial controls, hiring additional appropriate personnel as required, and developing additional expertise by existing management personnel. However, there can be no assurances that these or other measures implemented by 360 Sports shall effectively increase the Company’s capabilities to manage such anticipated growth or to do so in a timely and cost-effective manner. Moreover, management of growth is especially challenging for a Company with a short operating history and limited financial resources, and the failure to effectively manage growth could have a material adverse effect on the Company’s operations.
16. The Requirements of Being a Public Entity
The Requirements of Being a Public Entity and Sustaining Our Growth May Strain Our Resources. As a public entity, we will be subject to an ongoing reporting regime. These reporting requirements may place a strain on our systems and resources. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. In addition, sustaining our growth will also require us to commit additional management, operational and financial resources to identify new professionals to join our firm and to maintain appropriate operational and financial systems to adequately support expansion. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
We expect to incur significant additional annual expenses related to these steps and, among other things, additional Directors’ and Officers’ liability insurance, director fees, reporting requirements of the SEC, transfer agent fees, hiring additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses.
17. Our Franchisees May Take Actions That Could Harm Our Business
Franchisees are independent contractors and are not our employees. We will provide training and support to franchisees, but the quality of franchised agency operations may be diminished by any number of factors beyond our control. Consequently, franchisees may not operate agencies in a manner consistent with our standards and requirements. If franchisees do not adequately manage their agencies, the negative impact to our brand, image and reputation could cause a decline in sales for the Company and all its franchisees. In addition, we may also face potential claims and liabilities due to the acts of our franchisees based on agency or vicarious liability theories.
18. Limited Protection of Proprietary Rights; Potential Costs of Enforcement
The ability of 360 Sports to compete effectively with other companies could depend, in part, on its ability to create and/or maintain the proprietary nature of its business method. We intend to apply for all applicable forms of intellectual property protection immediately upon receipt of funding, and 360 Sports’ success shall also depend, in part, on its ability to obtain this protection and then enforce the intellectual property protection for these assets in the United States and other countries. The Company, in such circumstances, may file applications for patents, copyrights and trademarks, as management deems appropriate. There can be no assurances as to the degree of protection offered by any intellectual property issued to or licensed by the Company.
There can be no assurances that competitors, many of whom have substantial resources and substantial investments in competing technologies, shall not seek to apply for and obtain patents that shall prevent, limit or interfere with 360 Sports’ ability to make and sell its products and or services. In addition, the laws of certain countries would not protect 360 Sports’ proprietary rights to the same extent as do the laws of the United States.
The defense and prosecution of patent suits may be both costly and time consuming even if the outcome is favorable to 360 Sports. An adverse outcome could subject the Company to significant liabilities to third parties, require disputed rights to be licensed from third parties, or require 360 Sports to cease from selling certain of its products.
360 Sports will also rely on proprietary technology such as athlete analytics, and business methods such as our sales process and league management systems. There can be no assurances that others may not independently develop the same or similar technology, or otherwise obtain access to the Company’s proprietary technology. There can be no assurances that confidentiality agreements entered into by 360 Sports’ employees, agents, advisors, consultants and associates as well, as other staff, shall provide meaningful protection for the Company’s trade secrets, know-how or other proprietary information in the event of any unauthorized use or disclosure of such trade secrets, know-how or other proprietary information.
19. Dependence on Key Personnel
360 Sports is highly dependent on the services of Robert F. Licopoli, Chief Executive Officer, and the loss of his services could have an adverse effect on the future operations of the Company. Although the Company does not currently maintain a key-man life insurance policy insuring the life of Mr. Licopoli, the Company intends to apply for such a life insurance policy upon effectiveness of this Offering Statement.
20. Attraction and Retention of Qualified Personnel
The ability of 360 Sports to realize its objectives shall be dependent on its ability to attract and retain additional, qualified personnel. Competition for such personnel can be intense, and there can be no assurance that the Company’s results shall not be adversely affected by difficulty in attracting and/or retaining qualified personnel. Furthermore, 360 Sports’ plans on maintaining key-man life insurance on all senior management and to require all personnel to enter into confidentiality agreements as a condition of employment. 360 Sports’ management team has entered into employment agreements that include non-compete and confidentiality requirements. However, there can be no assurance that such agreements shall fully protect the Company from competitive injury if any of these individuals leave the Company.
21. Legal Matters
Athlete Films, LLC is not a party to any pending legal actions or proceedings.
RISK RELATED TO OUR OWNERSHIP OF OUR STOCK
22. We Are an Emerging Growth Company
The reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors. We are an emerging growth company as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we intend to take advantage of some of the exemptions from the reporting requirements applicable to other public companies. It is possible that investors will find our common stock less attractive as a result of our reliance on these exemptions. If so, there may be a less active trading market for our common stock and our stock price may be more volatile.
23. Risks Associated with Financial Projections
Our financial projections are based upon assumptions that 360 Sports believes to be reasonable. Such assumptions may, however, be incomplete or inaccurate, and unanticipated events and circumstances may occur. For these reasons, actual results achieved during the periods covered may be materially and adversely different.
Even if the assumptions underlying our plans prove to be correct, there can be no assurances that 360 Sports shall not incur substantial operating losses in attaining its goals. The Company’s plans are based on the premise that the existing consumer demand for the Company’s products and services shall continue. However, there can be no assurances that the Company business objectives shall be realized if any of the assumptions underlying its plans prove to be incorrect.
Investors should be aware that no independent market studies have been conducted by 360 Sports regarding its business plan, nor are any such studies currently planned.
24. Our CEO Has Control over Key Decision Making
Our founder and CEO, Robert Licopoli, maintains majority voting rights over the company.
As a result, Mr. Licopoli has the ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation, or sale of all or substantially all of our assets. In addition, Mr. Licopoli has the ability to control the management and affairs of our Company as a result of his position as our CEO and his ability to control the election of our directors. Additionally, in the event that Mr. Licopoli controls our Company at the time of his death, control may be transferred to a person or entity that he designates as his successor.
As a board member and officer, Mr. Licopoli owes a fiduciary duty to our stockholders and must act in good faith in a manner he reasonably believes to be in the best interests of our stockholders. As a stockholder, even a controlling stockholder, Mr. Licopoli is entitled to vote his shares in his own interests, which may not always be in the interests of our stockholders generally.
25. No Minimum Offering
Although there is no minimum number of shares that must be sold by 360 Sports in order to move forward with our plan, there can be no assurance that the Company shall raise sufficient funds in this Offering to carry out its business plan as proposed, or that the net proceeds from the initial subscriptions for Shares shall be in an amount sufficient to enable the Company to continue operations in any meaningful manner.
26. Determination of Offering Price
The offering price for the shareholders of 360 Sports as noted in this document was determined by the Company based upon a number of factors. Such price is partially based on the amount of funds sought from this Offering and the number of shares the Board is willing to issue in order to raise such funds. Accordingly, there is no relationship between the price of the Offering and the assets, earnings or book value of the Company, the market value of the Common Stock, or any other recognized criteria of value. As such, the price does not necessarily indicate the current value of the 360 Sports shares and should not be regarded as an indication of any future market price of the Company’s stock.
27. Dilution
Please see Part II Item 4 regarding Dilution. Additionally, full-ratchet anti-dilution protection will be in place for the Founders stock.
28. Best Efforts Offering
The Shares are offered by 360 Sports on a “best efforts” basis. No individual, firm or corporation has agreed in advance to purchase any of the offered Shares. No assurance can be given by the Company that any or all of the Shares shall be sold.
29. No Payment of Dividends
360 Sports has never declared or paid cash dividends on its Common Stock and does not plan to pay any cash dividends with respect to its Common Stock in the foreseeable future. The Company currently intends to retain future earnings, if any, to finance the expansion of the 360 Sports’ operations. As a result, the Company does not anticipate paying any cash dividends in the foreseeable future.
The 360 Sports’ Board shall determine dividend policy in the future based upon, but not limited to the Company’s results of operations, financial condition, contractual restrictions and other factors deemed relevant at the time. The Company intends to retain appropriate levels of its earnings, if any, to support the Company’s business activities.
30. Working Capital Requirements
360 Sports intends to use the net proceeds of this offering to fund ongoing working capital needs. Management shall have broad discretion to determine how such proceeds shall be used.
31. Blue Sky Laws
Our Security Holders May Face Significant Restrictions on the Resale of Our Securities Due to State “blue sky” Laws. Each state has its own securities laws, often called “blue sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration and (2) govern the reporting requirements for broker-dealers and stock brokers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. Also, the broker must be registered in that state. We do not know whether our securities will be registered, or exempt, under the laws of any states. A determination regarding registration will be made by the broker-dealers, if any, who agree to serve as the market-makers for our securities. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities. Investors should consider the resale market for our securities to be limited. Security holders may be unable to resell their securities, or they may be unable to resell them without the significant expense of state registration or qualification.
Dilution means a reduction in value, control or earnings of the shares the investor owns.
Immediate dilution
360 Sports has awarded shares to its founders and early employees in exchange for “sweat equity”, expenses or consulting services. When the Company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of your stake is diluted because each share of the same type is worth the same amount, and you paid more for your shares than earlier investors did for theirs.
Future dilution
Another important way of looking at dilution is that dilution can happen due to future actions by 360 Sports. Meaning, an investor’s stake in a Company could be diluted due to the Company issuing additional shares, whether as part of a capital-raising event, or issued as compensation to the Company’s members, employees, or marketing partners. As a result, when a Company issues more shares, the percentage of the Company that you own will go down, even though the value of the Company may go up. This means you will own a smaller piece of a larger Company.
This increase in number of shares outstanding could result from a stock offering in any form. If 360 Sports decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share which typically occurs when Company offers dividends.
If you are making an investment expecting to own a certain percentage of the Company or expecting each share to hold a certain amount of value, it’s important to realize how the value of those shares can decrease by actions taken by the Company. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share.
360 Sports intends to market the shares in this offering both through Online and offline means. online marketing may take the form of contacting potential investors through social media and posting the Company’s Offering Circular on an Online investment platform.
Although there are no current plans to do so, the Company may engage a broker-dealer to perform certain services such as processing and accounting for investor funds and performing anti-money laundering checks on investors.
The Company is open to offering its securities in all states.
No securities are being sold for the account of security holders; all net proceeds of this offering will go to the Company.
In the event that it takes some time for the Company to raise funds in this offering, the Company will rely on income from sales of products and services as mentioned in Part II Item 7. It has only a limited amount of cash on hand.
2. A portion of the proceeds will be used to compensate officers and key staff of the 360 Sports subsidiaries as described in the Use of Proceeds Table.
3. 360 Sports does not anticipate any material changes in the use of proceeds as described in the Table below if all of the securities offered in this proposed offering statement are qualified but not sold.
4. The use of proceeds and plan of operation referred to in Part II Item 9(c) are consistent.
5. There are no other material amounts of other funds to be used in conjunction with the proceeds.
6. No proceeds are to be used to discharge indebtedness.
7. No amount of the proceeds are currently assigned to acquire assets outside of the ordinary course of business; however, asset acquisition is planned as part of our growth strategy. If we acquire assets in the future, we may use a material amount of the proceeds for the acquisition.
8. Although 360 Sports does not currently plan to change the allocation of the Use of Proceeds as described in this table below, we reserve the right to change the Use of Proceeds in the following description.
| Use of Proceeds Category | Amount ($) | % of Offering | Description |
| Land Acquisition | — | — | — |
| Construction / Development | — | — | — |
| Working Capital | — | — | — |
| Offering Expenses | — | — | — |
| Total | — | 100% | — |
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360 Sports and, or its subsidiaries do not own any real property, i.e. fixed property such as land or buildings.
In addition, 360 Sports and, or its subsidiaries have not entered into any lease agreement or any other major encumbrance.
The current staff of 360 Sports and its subsidiaries primarily work from home, or at the facilities of clients and/or event locations.
Overview
An overview of the Company can be found in Item 7 Description of Business.
As previously stated, all information throughout this Proposed Offering Statement, as well as this discussion and analysis contain forward-looking statements that involve risks, uncertainties and assumptions. The Company’s actual results and timing may differ from those anticipated in these forward-looking statements and planning as a result of many factors, including those discussed under “Risk Factors” and other Items within this Proposed Offering Statement.
The following discussion and analysis of the financial condition and results of operations of Athlete Films, LLC should be read in conjunction with the Company’s consolidated financial statements. In order to avoid repetitive information, it is important to keep in mind that 360 Sports Events and 360 Sports Agency, LLC were rolled up into Athlete Films, LLC as described in the section entitled, Description of Business.
(a) Operating Results
Athlete Films, LLC is a Developmental Stage Company with Limited Operating History
Athlete Films, LLC was formed as a Delaware C Corporation in September of 2015. Accordingly, the Company has only a limited history upon which an evaluation of its prospects and future performance can be made. The Company’s proposed operations for Athlete Films, LLC are subject to all business risks associated with growth state companies. The likelihood of the Company’s success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the expansion of a business, and the continued development of the business method. There can be no assurances that Athlete Films, LLC will operate profitably.
The revenue of Athlete Films, LLC described in Section F/S of this Proposed Offering Statement, the Consolidated Financial Statements, is based upon its two new subsidiaries, 360 Sports Leagues & Events, and 360 Sports Agency. The amount of revenue for 360 Sports Leagues & Events is based upon the revenue of 360 Sports Events and has a higher percentage consistently for the past 3 years, than 360 Sports Agency, LLC. There has been no unusual or infrequent events, or transactions, or new developments, materially affecting the income of 360 Sports Events from its operations. The historic revenue of 360 Sports Agency, LLC is nominal and does not materially impact the revenue of Athlete Films, LLC
There has been no other significant component of revenue or expense, specifically related to the operations of Athlete Films, LLC and its subsidiaries. Therefore, there are no significant material changes in its net sales or revenues.
(b) Liquidity and Capital Resources
Athlete Films, LLC is not liquid. The capital resources required by the Athlete Films, LLC subsidiary, i.e. 360 Sports Leagues and events to manage events are managed without incurring any uncompensated costs and minimal profit. Therefore, the Company does not have any debt and only a minimal amount of capital. The revenue that is generated from sports events comes from athlete participation fees, sponsorships, affiliate and travel based sales commissions. The Company does not have any material deficiency in liquidity.
Athlete Films, LLC and its subsidiaries do not have any current commitments for capital expenditures and have no commitments for capital expenditures as of the end of the latest fiscal year and any subsequent interim period.
(c ) Plan of Operations
In our opinion, the proceeds from this proposed offering will satisfy our cash requirements and put us in a position to grow our business in accordance to our business plan. Please see the Use of Proceeds, Part II Item 6, for the 12 months following commencement for this proposed offering. Additionally, the Use of proceeds section describes our plan of operations during the first 36 consecutive months following commencement of this proposed offering. Of note, our plan as described in the Use of Proceeds section includes raising capital for the construction of a prototype sports venue within 6 to 12 months following capitalization.
(d) Trend information
The trends projected for Athlete Films, LLC for production, sales and inventory are consistent with the operating history of 360 Sports Events which has been rolled into Athlete Films, LLC, as well as 360 Sports Agency, LLC.
The state of the order book, costs, and selling prices for the products and services sold since the latest financial year for 360 Sports Events are up to date and accurate with the financial information contained within this Proposed Offering Statement.
In order to avoid repetition, please see the Risk Factors section in Part II, Item 3 of this Proposed Offering Circular for a description of the current and future known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on 360 Sports’ net sales, revenues, income from continuing operations, profitability, liquidity, capital resources that would cause our reported financial information to not necessarily be indicative of future operating results or financial condition.
The following table lists the current Directors, Officers and Significant Employees. This list will grow post capitalization. Our plan is to add a full time Chief Financial Officer, Full time Chief Technology Officer and other top level positions that will help the company grow.
| Name | Position | Age | Start Date | Hours Per Week |
| Friends & Family (Reg D) | — | — | — | Accredited |
| Early Institutional | — | — | — | Accredited |
| Qualified Reg A Offering | — | — | — | Retail + Accredited |
Directors
Our Board of Directors is currently comprised of one director, Robert F. Licopoli.
Executive Officers
Robert F. Licopoli
Chief Executive Officer
As Chief Executive Officer, Robert F. Licopoli is responsible for representing the best interests of 360 Sports’ stakeholders, i.e. its athlete members and other service consumers, athlete advisors, products, regulators, and investors. He will create and implement strategies to grow the business and brand by developing business relationships and alliances, pursuing corporate opportunities, as well as assisting with oversight and management of the day-to-day operations.
Mr. Licopoli has over 25 years of risk management, insurance, litigation, and compliance experience and is proven in the industry.
Mr. Licopoli’s success with launching and leading the NAFL, as well as his years of commitment to sports as a player, coach, and entrepreneur was recognized in 2005 when he was named as Man of the Year by the National Football Events organization.
As described in the Description of Business section, in 1999, Mr. Licopoli started the NAFL with Dr. Harrington, and successfully developed it with the assistance of Mr. Sullivan until 2010 when it was sold. Subsequently, Mr. Licopoli established 360 Sports Events with Mr. Sullivan, which is one of the entities rolled up into Athlete Films, LLC; and 360 Sports Management, Inc., a Florida C corporation which does not have the same business structure, history, or capabilities as Athlete Films, LLC In 2012, Mr. Licopoli formed 360 Agency, LLC, the second entity which has been rolled up into Athlete Films, LLC
Christopher Harrington, Ed. D.
Chief Operations Officer
Dr. Christopher Harrington is responsible for the Company’s operational infrastructure and ensuring it is efficient, financially feasible, and legally compliant. This includes, but is not limited to overseeing and directing its day-to-day activities so that systems, processes, and personnel are consistently aligned in their efforts to achieve the mission and goals of 360 Sports.
Dr. Harrington is an executive who is experienced with leading the development and growth of start-up companies. In 1999, he worked with Mr. Licopoli to launch the NAFL. Then in 2013, he founded, and is the President of the eLearn Institute, Inc., a 501(c)(3) nonprofit corporation. Additionally, Dr. Harrington is the Chief Executive Officer of Harrington Education Associates, LLC, a corporation he established in 2012. He has served as an advisor to dozens of school districts across the nation regarding strategies for the design and implementation of blended and Online learning programs, including the nationally recognized Quakertown Community School District for which he was the Director of Virtual Education Services.
Dr. Harrington’s has approximately 23 years of professional experience as both a teacher and an administrator in the Pennsylvania public school system. His career required him to create and oversee the implementation of successful systems and processes in an inherently challenging environment. Additionally, Dr. Harrington was an adjunct professor for Immaculata University and Kutztown University where he taught technology leadership, instructional technology integration, and network infrastructure courses.
Dr. Harrington has worked on local, regional, and national committees with iNACOL, and various other education-based organizations aimed at transforming education through the use of technology. Additionally, Dr. Harrington assists the Colorado Department of Education with the review of virtual school applications.
Dr. Harrington earned a Doctorate in Educational Leadership from Immaculata University, and holds a Master’s degree in Instructional Technology, a Bachelor of Science degree in Education, an Assistant Superintendent’s Letter of Eligibility, a K12 Principal Certificate, and an Instructional Technology Specialist Certificate.
Dr. Harrington also earned CETL certification from the Consortium for School Networking (CoSN). Certified Education Technology Leader (CETL) certification is awarded to K-12 education technology leaders who demonstrate mastery in the knowledge and skills needed to define the vision for and successfully build 21st century learning environments in school districts.
Lauren E. Sicard, R.N., M.S.N., Esq.
Chief Legal Officer
Lauren E. Sicard, R.N., M.S.N., Esq. is responsible for helping 360 Sports minimize its legal risks by advising the Company’s senior leadership team on the legal and regulatory issues, as well as litigation risks, associated with conducting its business. Additionally, Ms. Sicard is responsible for oversight of claims and regulatory matters which require referral to attorneys with the requisite legal expertise.
Ms. Sicard is an experienced legal and clinical risk management professional who works with healthcare organizations in the New York City metropolitan area. Ms. Sicard’s experience includes managing the claims, contracts, and regulatory compliance for a variety of organizations, as well as their staff and healthcare providers. Additionally, Ms. Sicard develops risk management and patient safety initiatives designed to prevent harm based on the lessons which can be learned from professional and general liability claims. Additionally, Ms. Sicard has taught as an Adjunct Professor at New York University, College of Nursing, as well as several healthcare organizations.
Prior to moving to New York, Ms. Sicard resided in New England where she worked for approximately 15 years as a Registered Nurse at the Brigham & Women’s Hospital in Boston. Ms. Sicard earned a BS in Nursing from Florida State University, a MSN in education from the University of Massachusetts, a MFA in creative writing from Boston University, and a JD from Suffolk University Law School. Ms. Sicard is admitted to practice law in New York and Massachusetts.
Athlete Films, LLC has not yet paid or agreed to pay its officers or directors. Currently, Mr. Sullivan is compensated on commission.
In the future the Company will have to pay its officers, directors and other employees, which will impact the Company’s financial condition, as detailed in the “Use of Proceeds.”
The Company may choose to establish an equity compensation plan for its management and other employees in the future.
| Class | Units / Shares | Price Per Unit | Total Value | % Ownership |
| Founder / GP | — | — | — | — |
| Developer Promote | — | — | — | — |
| Reg A Investors | — | — | — | — |
| Reg D Early Investors | — | — | — | — |
| Total | — | — | — | 100% |
There have not be any transactions, or any currently proposed transactions, during the last two completed fiscal years and the current fiscal year, to which Athlete Films, LLC or any of our subsidiaries was, or is, to be a participant in an amount that exceeds $50,000.
This Offering Statement was not prepared, or certified in any part, by an expert employed for such purpose on a contingent basis, or at the time of such preparation or certification, or at any time thereafter; or had a material interest in the issuer, or any of its parents or subsidiaries, or was connected with the issuer or any of its subsidiaries as a promoter, underwriter, voting trustee, director, officer or employee, describe the nature of such contingent basis, interest or connection.
i. There are no planned dividend rights.
ii. Common A shares carry one vote per share
iii. There are no special liquidation rights
iv. There are no preemptive rights
v. There are no special conversion rights
vi. There are no special redemption provisions
vii. There are no special sinking fund provisions
viii. There are no liability to further calls or to assessment by 360 Sports
ix. There are not any classification of the Board of Directors or assigned
x. There are no special restrictions currently in place
xi. There are no provisions discriminating against any existing or prospective holder of such securities as a result of such securities holder owning a substantial amount of securities, and,
xii. There are not any rights of holders that may be modified otherwise than by a vote of a majority or more of the shares outstanding, voting as a class
2. Please see Section II Item 3 Ris
| Offering Tier | Price Per Share | Minimum Investment | Maximum Raise | Investor Type |
| Friends & Family (Reg D) | — | — | — | Accredited |
| Early Institutional | — | — | — | Accredited |
| Qualified Reg A Offering | — | — | — | Retail + Accredited |
| Balance Sheet Item | Current Period | Prior Period |
| ASSETS | ||
| Cash | — | — |
| Accounts Receivable | — | — |
| Prepaid Expenses | — | — |
| Property and Equipment, Net | — | — |
| Total Assets | — | — |
| LIABILITIES | ||
| Accounts Payable | — | — |
| Accrued Expenses | — | — |
| Debt | — | — |
| Total Liabilities | — | — |
| EQUITY | ||
| Common Stock / Members’ Capital | — | — |
| Additional Paid-In Capital | — | — |
| Retained Earnings / Accumulated Deficit | — | — |
| Total Equity | — | — |
| Total Liabilities and Equity | — | — |
As appropriate, the following documents must be filed as exhibits to the offering statement.
1. Underwriting agreement—Each underwriting contract or agreement with a principal
underwriter or letter pursuant to which the securities are to be distributed; where the terms have
yet to be finalized, proposed formats may be provided.
2. Charter and bylaws—The charter and bylaws of the issuer or instruments
corresponding thereto as currently in effect and any amendments thereto.
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3. Instruments defining the rights of securityholders—
(a) All instruments defining the rights of any holder of the issuer’s securities,
including but not limited to (i) holders of equity or debt securities being issued; (ii) holders of
long-term debt of the issuer, and of all subsidiaries for which consolidated or unconsolidated
financial statements are required to be filed.
(b) The following instruments need not be filed if the issuer agrees to file them with
the Commission upon request: (i) instruments defining the rights of holders of long-term debt of
the issuer and all of its subsidiaries for which consolidated financial statements are required to be
filed if such debt is not being issued pursuant to this Regulation A offering and the total amount
of such authorized issuance does not exceed 5% of the total assets of the issuer and its
subsidiaries on a consolidated basis; (ii) any instrument with respect to a class of securities that is
to be retired or redeemed before the issuance or upon delivery of the securities being issued
pursuant to this Regulation A offering and appropriate steps have been taken to assure such
retirement or redemption; and (iii) copies of instruments evidencing scrip certificates or fractions
of shares.
4. Subscription agreement—The form of any subscription agreement to be used in
connection with the purchase of securities in this offering.
5. Voting trust agreement—Any voting trust agreements and amendments.
6. Material contracts
(a) Every contract not made in the ordinary course of business that is material to the
issuer and is to be performed in whole or in part at or after the filing of the offering statement or
was entered into not more than two years before such filing. Only contracts need be filed as to
which the issuer or subsidiary of the issuer is a party or has succeeded to a party by assumption
or assignment or in which the issuer or such subsidiary has a beneficial interest. Schedules (or
similar attachments) to material contracts may be excluded if not material to an investment
decision or if the material information contained in such schedules is otherwise disclosed in the
agreement or the offering statement. The material contract filed must contain a list briefly
identifying the contents of all omitted schedules, together with an agreement to furnish
supplementally a copy of any omitted schedule to the Commission upon request.
(b) If the contract is such as ordinarily accompanies the kind of business conducted
by the issuer and its subsidiaries, it is made in the ordinary course of business and need not be
filed unless it falls within one or more of the following categories, in which case it must be filed
except where immaterial in amount or significance: (i) any contract to which directors, officers,
promoters, voting trustees, securityholders named in the offering statement, or underwriters are
parties, except where the contract merely involves the purchase or sale of current assets having a
determinable market price, at such market price; (ii) any contract upon which the issuer’s
business is substantially dependent, as in the case of continuing contracts to sell the major part of
the issuer’s products or services or to purchase the major part of the issuer’s requirements of
goods, services or raw materials or any franchise or license or other agreement to use a patent,
formula, trade secret, process or trade name upon which the issuer’s business depends to a
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material extent; (iii) any contract calling for the acquisition or sale of any property, plant or quipment for a consideration exceeding 15% of such fixed assets of the issuer on a consolidated
basis; or (iv) any material lease under which a part of the property described in the offering
statement is held by the issuer.
(c) Any management contract or any compensatory plan, contract or arrangement
including, but not limited to, plans relating to options, warrants or rights, pension, retirement or
deferred compensation or bonus, incentive or profit sharing (or if not set forth in any formal
document, a written description) is deemed material and must be filed except for the following:
(i) ordinary purchase and sales agency agreements; (ii) agreements with managers of stores in a
chain organization or similar organization; (iii) contracts providing for labor or salesperson’s
bonuses or payments to a class of securityholders, as such; (iv) any compensatory plan, contract
or arrangement that pursuant to its terms is available to employees generally and that in
operation provides for the same method of allocation of benefits between management and
non-management participants.
7. Plan of acquisition, reorganization, arrangement, liquidation, or succession—Any
material plan of acquisition, disposition, reorganization, readjustment, succession, liquidation or
arrangement and any amendments thereto described in the offering statement. Schedules (or
similar attachments) to these exhibits must not be filed unless such schedules contain
information that is material to an investment decision and that is not otherwise disclosed in the
agreement or the offering statement. The plan filed must contain a list briefly identifying the
contents of all omitted schedules, together with an agreement to furnish supplementally a copy of
any omitted schedule to the Commission upon request.
8. Escrow agreements—Any escrow agreement or similar arrangement which has been
executed in connection with the Regulation A offering.
9. Letter re change in certifying accountant—A letter from the issuer’s former
independent accountant regarding its concurrence or disagreement with the statements made by the issuer in the current report concerning the resignation or dismissal as the issuer’s principal accountant.
10. Power of attorney—If any name is signed to the offering statement pursuant to a
power of attorney, signed copies of the power of attorney must be filed. Where the power of
attorney is contained elsewhere in the offering statement or documents filed therewith, a
reference must be made in the index to the part of the offering statement or document containing such power of attorney. In addition, if the name of any officer signing on behalf of the issuer is signed pursuant to a power of attorney, certified copies of a resolution of the issuer’s board of directors authorizing such signature must also be filed. A power of attorney that is filed with the Commission must relate to a specific filing or an amendment thereto. A power of attorney that confers general authority may not be filed with the Commission.
11. Consents—
(a) Experts: The written consent of
(i) any accountant, counsel, engineer, geologist, appraiser or any persons
whose profession gives authority to a statement made by them and who is named in the offering
statement as having prepared or certified any part of the document or is named as having
prepared or certified a report or evaluation whether or not for use in connection with the offering
statement;
(ii) the expert that authored any portion of a report quoted or summarized as
such in the offering statement, expressly stating their consent to the use of such quotation or
summary;
(iii) any persons who are referenced as having reviewed or passed upon any
information in the offering statement, and that such information is being included on the basis of
their authority or in reliance upon their status as experts.
(b) All written consents must be dated and signed.
12. Opinion re legality—An opinion of counsel as to the legality of the securities covered
by the offering statement, indicating whether they will when sold, be legally issued, fully paid
and non-assessable, and if debt securities, whether they will be binding obligations of the issuer.
13. “Testing the waters” materials—Any written communication or broadcast script used
under the authorization of Rule 241 within 30 days of the initial filing of the offering statement,
and any written communication or broadcast script used under the authorization of Rule 255.
Materials used under the authorization of Rule 255 need not be filed if they are substantively the
same as materials previously filed with the offering statement.
14. Appointment of agent for service of process—A Canadian issuer must file Form F-X.
15. The technical report summary under Item 601(b)(96) of Regulation S-K—An issuer
that is required to file a technical report summary pursuant to Item 1302(b)(2) of Regulation S-K
must provide the information specified in Item 601(b)(96) of Regulation S-K as an exhibit to
Form 1-A.
16. RESERVED
17. Subsidiary guarantors and issuers of guaranteed securities and affiliates whose
securities collateralize securities of the issuer. List each of the entities in paragraphs (a) and (b)
below under an appropriately captioned heading that identifies the associated securities. An
entity need not be listed more than once so long as its role as issuer, co-issuer, or guarantor of a
guaranteed security and/or as affiliate whose security is pledged as collateral for an issuer’s
security is clearly indicated with respect to each applicable security:
(a) For an issuer that is the parent company (as that term is defined in paragraph
(b)(7)(i) of Part F/S) and subject to § 210.13-01 as described in paragraph (b)(7)(i) of Part F/S,
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each of the issuer’s subsidiaries that is a guarantor, issuer, or co-issuer of the guaranteed security
for which the issuer is required to file reports with the Commission pursuant to Rule 257(b) of
Regulation A, or is an Exchange Act reporting company subject to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934, or the offer and sale of which is qualified or being
qualified pursuant to Regulation A; and
(b) For an issuer that is subject to § 210.13-02 as described in paragraph (b)(7)(i) of
Part F/S, each of the issuer’s affiliates whose security is pledged as collateral for the issuer’s
security for which the issuer is required to file reports with the Commission pursuant to Rule
257(b) of Regulation A, or is an Exchange Act reporting company subject to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, or the offer and sale of which is qualified
or being qualified pursuant to Regulation A. For each affiliate, also identify the security or
securities pledged as collateral.
99. Additional exhibits—Any additional exhibits which the issuer may wish to file, which
must be so marked as to indicate clearly the subject matters to which they refer.
Instruction to Item 17:
The issuer may redact information from exhibits required to be filed by this Item if
disclosure of such information would constitute a clearly unwarranted invasion of
personal privacy (e.g., disclosure of bank account numbers, social security numbers,
home addresses, and similar information). In addition, the issuer may redact specific
provisions or terms of exhibits required to be filed by paragraph 6 or 7 of this Item, if the
issuer customarily and actually treats that information as private or confidential and if
the omitted information is not material. If it does so, the issuer should mark the exhibit
index to indicate that portions of the exhibit have been omitted and include a prominent
statement on the first page of the redacted exhibit that certain identified information has
been excluded from the exhibit because it is both not material and is the type that the
registrant treats as private or confidential. The issuer also must include brackets
indicating where the information is omitted from the filed version of the exhibit. If
requested by the Commission or its staff, the issuer must promptly provide on a
supplemental basis an unredacted copy of the exhibit and its materiality and privacy or
confidentiality analyses. Upon evaluation of the issuer’s supplemental materials, the
Commission or its staff may require the issuer to amend its filing to include in the exhibit
any previously redacted information that is not adequately supported by the issuer’s
analyses. The issuer may request confidential treatment of the supplemental material
submitted under paragraphs 6 or 7 pursuant to Rule 83 (§ 200.83 of this chapter) while it
is in the possession of the Commission or its staff. After completing its review of the
supplemental information, the Commission or its staff will return or destroy it if the
registrant complies with the procedures outlined in Rule 418 (§230.418 of this chapter).
Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, January 20, 2016.
NOTICE REGARDING AGREEMENT TO ARBITRATE
NOTICE REGARDING AGREEMENT TO ARBITRATE THIS OFFERING CIRCULAR REQUIRES THAT ALL INVESTORS ARBITRATE ANY DISPUTE ARISING OUT OF THEIR INVESTMENT IN THE PARTNERSHIP. ALL INVESTORS FURTHER AGREE THAT THE ARBITRATION WILL BE BINDING AND HELD IN THE STATE OF DELAWARE, IN THE COUNTY OF WILMINGTON. EACH INVESTOR ALSO AGREES TO WAIVE ANY RIGHTS TO A JURY TRIAL. OUT OF STATE ARBITRATION MAY FORCE AN INVESTOR TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. OUT OF STATE ARBITRATION MAY ALSO COST AN INVESTOR MORE TO ARBITRATE A SETTLEMENT OF A DISPUTE.
Athlete Films, LLC
By:
Robert F. Licopoli
Robert F. Licopoli
CEO
January 20, 2016
This offering statement has been signed by the following persons in the capacities and on the dates indicated.