Mission Statement

Worldwide entertainment and media spending will reach $1.4 trillion by 2006, (PriceWaterhouseCoopers). The demand for media product has never been higher and is growing rapidly. The company plans to capture a share of the rapidly expanding media marketplace by capitalizing on its knowledge and expertise of digital imaging and recording technology and Internet media technology by marketing its media product through traditional exhibition outlets, like theatres, television, satellite, and radio and brick & mortar video and music stores, and, also, by focusing on the emerging models for business-to-business (B2B) and direct-to-consumer (B2C) Internet technology, to provide direct quality entertainment programming to the world.

Product/Service Overview

The company currently owns copyright in a library of film and music media and plans to continue expansion and development of that library. The recent copyright protection extension granted to media producers by Congress of the United States under the Digital Millennium Copyright Act now protects this library for a period of 95 years.

Marketing Overview

The music and film business have their own marketing structure and economics, and although the distribution and sales structures are similar for both film and music, each is handled differently from a production, marketing, distribution and sales standpoint.

Potential Investors

Jack Rooney Motion Picture Corporation is pleased to present this new film project to a limited and select group of accredited investors.

Making films in Indiana is less costly than making films elsewhere in the country. The cost of music production has also fallen thanks to low-cost digital recording technology now available.

Technology Capabilities

Jack Rooney Motion Picture Corporation is a fully equipped motion picture and music production studio capable of producing high quality image and audio media to rival anything produced by the major studios.

The company production capacity is fully digital, incorporating the latest technologies in HD digital imaging and audio production.

The Company has strategic production relationships with:

Jack Rooney is a developer of Internet Media Technologies, including Microsoft's Advanced Stream Media Technologies, Linux, and OMF and has developed proprietary technology for the production and broadcasting of programming over the Internet.

The Indiana Film Commission, Indiana Department of Commerce, Indianapolis, Indiana.

A team of approximately 30 associates, producers, artists, actors, writers, directors, musicians and composers, sound and audio specialists, subcontractors, and business associates with outstanding credentials and expertise in motion picture production, manufacturing and distribution add strength to our combined efforts.

The Company has secured the services of Certified Public Accountants Bering & Company, LLC 4955 W. Washington St., Ste.A-1, Indianapolis, Indiana 46240 (317) 244-3355 to prepare tax and financial accounting data for both Jack Rooney Motion Picture Corporation and Nemesis Limited Liability Company.

Company News

Jack Rooney stars with Nate Mendel of the Foo Fighters in a new film titled "Our Burden is Light" produced in partnership with Lightburden, LP. This film is Available now at Blockbuster.

Jack Rooney has also recently completed principal photography on a new feature film in association with Pink Elephant Pictures titled "Looking Glass Inn". This film is now in post-production editing and will release on DVD in Summer 2005.

Jack Rooney is enjoying the re-release of a film he starred in almost a decade ago. Deadly Discovery was released on DVD on 4/3/04 due to renewed public interest in the work of Jack Rooney. Jack stars with Walter Baziak and Karol Rea in this action Mystery thriller directed by Tom Barker. The film is now available internationally through a variety of distributors and media resellers (see the main web site), which serves to show just how long the life of a film really is, with a copyright that lasts for 95 years, determining a film's value nearly a century from now is difficult.

Jack Rooney is presently starring with Ivan Rogers, Charles Napier (Rambo I), and Chris Elbert in theatres worldwide in a feature film titled "Forgive Me Father" produced by Associated Artists, LLC. The film is now showing in theatres and scheduled for DVD release in spring 2005

Financing

The company is offering Units of equity ownership in the motion picture Nemesis under the terms and conditions specified in the "Operating Agreement" of Nemesis LLC, which provides each Unit of ownership entitlement to a percentage of profit derived from sales of the film.

General Overview

Mission Statement

The company is dedicated to providing high quality entertainment programming to theatres, television, cable and satellite broadcasters, video stores, music outlets, and most recently, to providing online broadcast programming from its studio location in Indianapolis to millions of viewers over the internet.

Objective of Profile

The company is seeking a variety of joint ventures, financing, partnerships, and other business relationships that would enhance the market penetration and increase the profitability of our e-commerce, broadcast, video and DVD, and CD sales of our motion picture and music products.

Product/Service Overview

The motion picture soundtrack s available now at the

Marketing Overview

Nemesis is designed to capture a share of the viewing audience in the US and foreign theatrical, broadcast, and internet market through strategic distribution and licensing agreements with film exhibitors and distributors, by direct sales of manufactured video tapes and DVDs, and by broadcasting the movie directly over the internet into households for a nominal fee.

The film also has its own music soundtrack, which is marketed separately as a stand-alone item. Music, as an integral part of the film itself, is subject to it's own unique business considerations and provides addition opportunities for potential long-term revenue streams over and above the film itself. The music business has its own marketing structure and economics, and although the distribution and sales structures are similar for both film and music, each is handled differently from a production, marketing, distribution and sales standpoint.

Human Capital

Financial Situation

Since initial seed capitalization by the present investors in May 2000, the Company has aquired rights to several cpmpleted screenplays and started most of the business related elements necessary for production of a number of films: 1) Screenplay Aquisition and Writing 2) Casting search for the Principal Parts, 3) Selecting the Crew. Anticipating the launch of production for Nemesis in Fall 2005 through Spring 2006.

Financing

The company is offering Units of equity ownership in the motion picture Nemesis under the terms and conditions specified in the "Operating Agreement" of Nemesis LLC, which provides each Unit of ownership entitlement to a percentage of profit derived from sales of the film. It is hoped that some capital will come from presales and from sales of music related to the project even before the film is completed, although this is by no means certain since music soundtracks typically appeal to listeners who have already seen the film. But since the music that will be used in the film is already composed and recorded, it is made available for purchase by music consumers now.

Use of Proceeds

The company plans to use the money raised through the offering to obtain camera equipment for shooting the film, to expand our existing studo equipment needed for editing and sound work, to purchase raw film stock and pay for developing and processing of the film, and to pay salaries of cast and crew and operating expenses and other costs associated with the production of the film.

Potential Investors

Jack Rooney Motion Picture Corporation is pleased to present this new film project to a limited and select group of accredited investors.

Supplier Profile

Over the last 20 years, Jack Rooney has appeared in and worked on over 20 major feature length motion pictures including The Fugitive, The Untouchables, Blue Chips, Natural Born Killers, The Negotiator, and I Love Trouble.

Competitive Advantages

Making films in Indiana is less costly than making films elsewhere in the country. The state has excellent locations and the film industry here is not heavily regulated. Also, new Digital technology has changed the face of filmmaking altogether, although film is used in the process of capturing motion picture the images, digital technology, called DV or High Definition, and computer enhancement and imaging is changing the way films are made and this greatly reduces the cost of post production. It is now possible to shoot a motion picture with the general look, quality, feel, and sound of a large budget film for about 1/20^th of the cost to produce a movie using conventional methods. The cost of music production has also fallen thanks to low-cost digital recording technology now available.

Technology Capabilities

Jack Rooney Motion Picture Corporation is an equipped motion picture and music production studio capable of producing high quality image and audio media to rival anything produced by the major studios.

The Company uses state of the art, proprietary computer technology both to create film and music media and also to run the company that delivers the media to the world, to track production, manufacturing, inventory, costs, and delivery of product physically to international resellers as film, tape, or disk, or downloaded, or broadcast over the internet directly from the studio. The company production capacity is fully digital, incorporating the latest technologies in digital imaging and audio production.

Strategic Alliances

The Company has strategic production relationships with:

Microsoft. Jack Rooney is a broadband broadcaster and developer of Internet Media Technologies, including Microsoft's Advanced Stream Media Technologies and has developed proprietary technology for the broadcasting of programming over the Internet.

The Indiana Film Commission, Indiana Department of Commerce, Indianapolis, Indiana. The Director of the Indiana Film Commission, Jane Rulon, has done a great job over many years in promoting the filmmaking industry in Indiana. Jack Rooney maintains a close relationship with the film commission and plans to take full advantage of the commissions services, including location scouting, scheduling with city and state officials, and reducing the red tape normally associated with film production in many other states. Although the Commission as a Government agency does not support or promote any specific film project, Indiana has expressed a firm commitment to promoting the growth of the film industry in the state.

The Company has secured the services of Certified Public Accountants Bering & Company, LLC 4955 W. Washington St., Ste.A-1, Indianapolis, Indiana 46240 (317) 244-3355 to prepare tax and financial accounting data for both Jack Rooney Motion Picture Corporation and Nemesis Limited Liability Company.

The Company has secured the services of Alex Murphy, Attorney at Law, Indianapolis, Indiana to serve as the company's legal counsel.

Company News

The public feedback from Internet release of some of the tracks from both fans and industry professionals has been extremely encouraging, and this positive media buzz serves to help promote the ongoing film production efforts of the company, raise public awareness, and potentially increase future sales as the Nemesis film release enters the market. Additional marketing and distribution efforts for the Eternal Upgrade album will be pursued to increase sales throughout the coming year.

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* Please note that the music Soundtrack for the motion picture "Nemesis" and the Eternal Upgrade album are two separate music albums. Revenue generated from sales and distribution of the Nemesis music Soundtrack are included in the profit participation of Nemesis the movie; the Eternal Upgrade album is owned and copyrighted by Jack Rooney and licensed to Jack Rooney Motion Picture Corporation for use in its ongoing media productions. Investors in Nemesis the movie do not share in profits from the Eternal Upgrade album except to the extent that tracks from the Eternal Upgrade album and/or other albums and music produced by Jack Rooney are included in the Nemesis movie Soundtrack album, and, also, to the extent that the Eternal Upgrade album or other Jack Rooney music provides marketing tie-in value, prestige value to marketing, distribution, and sales of Nemesis the movie (which is a common practice in the entertainment industry to use the value of one media product release by an artist to help promote and add additional marketing and sales value to subsequent works of the same artist, even though these works may be entirely separate business entities for accounting and tax purposes.). Shareholders in JRMPC share profits in the Eternal Upgrade album and Nemesis the movie. Investors in Nemesis LLC share in profits from all revenue streams incidental to Nemesis the movie, which includes the movie's soundtrack. Tracks from the Eternal Upgrade album which are incorporated into the Nemesis Soundtrack are a part of the Nemesis LLC revenue.

Investor Benefits

With an advance penetration of our niche market, strategic relationships with our investors will position us to expand our current operations.

Investors in Nemesis will own a share of a product that will reach a targeted audience in theatres, video stores, music stores, television, cable satellite, and ISDN broadband, DSL, and low-band transmission broadcasts over the internet to more than 500 million potential watchers combined, 80 million of which are in the US on the Net. The revenue potential for this new and exciting marketplace is extraordinary, but combined Video, DVD, and CD sales alone could easily recover all production costs plus profit over a seven-year period.

Summary - Call to Action

Join the people who have already invested in Nemesis. Visit our website and call Jack Rooney at 1-317-634-9440

General Information

We incorporate by reference herein the Private Securities Litigation Reform Act of 1995 ("Reform Act"), Pub. L. No. 104-67, 109 Stat. 737 (1995) (codified in scattered sections of 15 U.S.C.).