Welcome Entertainment

Resonance Pictures, LP


There is no guarantee that the Partnership will succeed in achieving its stated objectives. Prospective limited Partner’s and their representatives should carefully consider the following risk factors:

Classification as a partnership for federal tax purposes

The Partnership does not intend to obtain a ruling from the Internal Revenue Service to the effect that it will be treated as a partnership for federal income tax purposes, although it is the position of the General Partner that the Partnership is entitled to federal partnership tax treatment. Prospective limited Partners are advised to consult with their own tax advisors as to all aspects, including tax aspects, of investment in the Partnership.

Audit of a limited Partner’s tax return

Investors will be required to bear any expenses associated with an audit by the Internal Revenue Service of their personal tax returns, as well as any amendments to personal returns upon adjustment of the Partnership’s returns.

Non-participation in management; Discretionary right of General Partner to dissolve Partnership

The General Partner will have sole and exclusive management authority over the business of the Partnership. The General Partner has the discretionary right pursuant to the terms and provisions of the Partnership Agreement to dissolve the Partnership at any time (see Partnership Agreement).

The General Partner can dispose of all limited Partnership Property

The General Partner may sell, dispose, trade or exchange all or any portion of the limited Partnership’s property, provided, however, that Partners owning a majority of Interests must approve the sale of all or substantially all of the Partnership’s assets in one or a series of related transactions.

Limited transferability

Neither the Interests nor a fractionalization therein will be readily marketable by an investor should the investor desire liquidity .

Risks of the motion picture business

The motion picture business is sophisticated and highly competitive. To the extent the Partnership is relying on the sale of it’ s developed motion pictures to independent production organizations, it should be understood that: ( 1 ) There are a limited quantity of literary properties from which major motion pictures may be produced. (2) The acquisition of many of these properties are highly competitive. (3) Negotiating with major motion picture directors and performing talent is a sophisticated process. (4) Pre-selling, qualifying for production completion bonds and banking motion picture licenses and contracts are sophisticated processes and highly reliant on the relationships and expertise of the General Partner and it’s development team.

To the extent the Partnership is relying on additional earnings paid from it’s continuing profits participation from it’ s motion pictures, the following should be considered : ( 1 } The market appeal and profitability of a motion picture depends in part upon subjective acceptance by audiences and critics, and cannot be predicted with any degree of certainty .Only a small percentage of motion pictures generate a profit to the owners of such pictures. There is a high risk that the motion pictures developed by the Partnership will not yield sufficient revenues from their distribution and other exploitation to return to the limited Partners herein all of their capital contributions or to provide them with a profit.

Conflicts of interest

The General Partner is presently engaged and expects to continue to be engaged in the management of other entertainment entities which may directly compete with the business of the Partnership. The General Partner will owe fiduciary and legal responsibilities to other organizations in addition to the Partnership. There may also be conflicting demands upon the time and efforts of the General Partner.