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Risk Factors

Investment In NeoClassics involves a high degree of risk. Prospective investors should carefully consider, along with the other information contained herein, the following risk factors before consummating any investment in NeoClassics:


Forward Looking Statements

This document contains "forward-looking statements," including those within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may consist of any statement other than a recitation of historical fact and can be identified by the use of forward-looking terminology such as "may", "expect", "anticipate", "estimate", "intend", "contemplate", "project", "continue" or the negative thereof or other variations thereon or similar terminology. All forward-looking statements are necessarily speculative and there are risks and uncertainties that could cause actual events or results to differ materially from those referred to in such forward-looking statements. There can be no assurance that management’s projections of future revenues will be realized.


Nature of the Entertainment Industry

The motion picture distribution business involves a substantial degree of risk. The success of a film depends upon unpredictable and changing factors such as competition and audience acceptance, which may bear little or no correlation to the production or distribution costs incurred. Audience acceptance of a film represents a response not only to the artistic components of the film, but also to the nature and level of advertising and promotion by the distributor and availability of alternative forms of entertainment and leisure time activities, general economic conditions and public taste, and other intangible factors, all of which change rapidly and cannot be predicted with certainty. Therefore, there is a substantial risk that some or all of NeoClassics' films in distribution may not be commercially successful, resulting in costs not being recouped or anticipated profits not being realized.


Capital Intensive Industry; Additional Financing Requirements

The entertainment distribution business is capital intensive and requires significant expenditures of funds to acquire and distribute films from which revenues may be generated. NeoClassics may become dependent upon future financing in order to compete more effectively in the marketplace with strong, established competitors. NeoClassics' cash requirements have been budgeted and management believes they are sufficiently provided for. However, if additional funding is unavailable to NeoClassics if and when needed, NeoClassics could be required to curtail significantly one of more aspects of its operations and NeoClassics' business and financial condition could be materially adversely affected.



NeoClassics will be competing with other distribution companies, many of which have longstanding relationships in the industry, greater financial resources and very extensive libraries. There can be no assurance that NeoClassics will be able to compete successfully against these other companies.


Dependence Upon The Acquisition of Rights To Properties

NeoClassics' business is dependent upon the acquisition of distribution rights to films in order to generate revenues. NeoClassics' opportunity to acquire rights to films is limited by its financial resources, the suitability of available films to NeoClassics' business focus and competition from other companies.


Need To Develop Outlets For Distribution

NeoClassics' business is dependent upon its ability to develop meaningful relationships with theatre exhibitors, television networks and sub-distributors or licensees in ancillary markets and foreign territories, to ensure that it has outlets for distribution of its films. There can be no assurance that NeoClassics will succeed in developing all such desired outlets.


Dependence Upon Key Personnel

NeoClassics is highly dependent on the services of its Chairman of the Board and Chief executive Officer, Irwin Olian, to assemble a highly professional management team and oversee execution of its business plan. The loss of his services would have a material adverse effect upon NeoClassics' business.


Control By Current Stockholders, Officers and Directors

Prior to the current financing the executive officers and directors of NeoClassics beneficially own in aggregate 100% of NeoClassics' voting capital stock. Such a concentration of voting power could serve to perpetuate current management.


Start-Up Business

NeoClassics is a start-up enterprise and, accordingly, has all the risks associated with any new business such as opening new facilities, attracting and retaining executive personnel, developing viable business relationships, attracting capital, etc.


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