The filming of Reality Lost was completed in August 2003. The production has entered the stage of postproduction – a two and a half hour rough-cut was created, later cut to a 100-minute version. Reality Lost awaits further funding for completion.

I invite you to take part in the digital video revolution. Reality Lost is not only about a cinematic revolution. It itself uses digital technology and employs a groundbreaking approach to production.Its innovative direction mirrors the theme of the film -- in addition, it allowed us to make the movie for a fraction of the cost of a Hollywood film, without compromising the visual quality of the picture.

The most important element of the film is its concept and story.

The concept of the film is a world where fictional films no longer exist, and society embraces only reality. The question of what is reality? permeates our society.  We witness the rise of reality TV, bringing the future of classical narrative form into question.

The film tells the story of a young man who turns from embracing reality, to believing in a more spiritual, emotional world. In addition the narrative is told through a love story in a world that represses emotions. The film’s relevant story line and accessible story structure, gives it the potential of speaking to a wide audience.

Furthermore, its theme of revolutionary filmmaking in a realistic society satisfies the needs of many of the leading distribution companies, who are looking for new and refreshing directions.

This film is especially important now, as we live in a time that is demanding a revolution, to free us from a controlling government, and giant corporations.

Post Production needs:

To make the most of the wonderful footage, the editing process requires intense professional and creative work. Digital technology allows this process to be fairly simple and relatively inexpensive. The film requires some picture editing, graphics, and sound editing.

Synopsis

Reality Lost tells the story of world in which fictional film no longer exists -- and reality has taken over. A web-TV “Network” controls the broadcasting of reality only. The world is structured and emotionless, and as a result -- people have stopped dreaming. The few who still view fictional films are the only members of society who dream.

The film follows David, a passionate realist, who falls in love with Fantasia, a rebellious dreamer. When Fantasia is arrested, she is forced to go through a dream elimination treatment, while David discovers the world of fictional films and begins to dream. When Fantasia is mainstreamed, David attempts to bring her back to her dreaming state by creating a film of his own. With the help of some extreme dreamers, David attempts to start a revolution.

About the production:

The film was shot with revolutionary digital video (DV) technology. this format does not compromise the quality of the picture. It is far less expensive than film – and also suits fits the concept of the film. What better way to shoot a film about a futuristic film revolution than by using revolutionary technology?

In addition, Reality Lost’s theme of underground filmmaking was emulated by the resourcefulness of our independent production team. The futuristic world was created for a minimal budget, even on the independent film standard. Most cast and crew worked with no pay, the locations were accessed through creative means, and the art design employed creative solutions to fashion a futuristic world.

The Cast:

David was played by the experienced and talented Robert Neill (SAG). Rob is a well-trained actor and model who has much theatre experience both in NY and Chicago. He played this part with devotion and ease and led this production to great heights.

Fantasia was played by the beautiful and talented Nora Pierson (SAG). She is a most devoted and talented young actresses, and is sure to become a huge success. Nora immediately connected to Fantasia on a deep level. With much hard work, she truly brought the character to life and inspired the entire cast and crew.

Mickey was played by Dechen Thurman (SAG). Dechen has acted in many well-known films including Hamlet, Zoolander, and many successful Independent films. His experience, talent and comedic abilities made Mickey most memorable and entertaining.

Other leading cast:

Moon - Tarissa Day

John – Alex Emanuel (SAG)

Oscar - TheaMcCartan

Carla - Heather McAlister

The Crew

The film brought together young emerging film artists who believed in the script and the production. They donated their time and energy to make the film a success. Master director of photography - Rick Lopez, shot the film. His cool and inventive techniques gave the world a unique, yet professional look.

Reality Lost was a bonding and unique experience for many of the cast and crew, and remains an important part in their lives.

The Future

We look forward to completing the film as soon as possible, and submitting it to leading film festivals. Digital distribution companies have already taken interest in the film and connections with potential buyers have been established. The low budget of the film allows the profit margin to be extremely high. Our options for profit are as follows:

* Domestic and International Theatrical Release – Despite the independent and artistic elements of the film, Reality Lost has mainstream appeal. The film also has the option of being released exclusively in digital theater chains, and/or art houses/independent theaters.

* Domestic and International Video/DVD Release – In recent years this market has become extremely profitable – though often the video sales are driven by theatrical release, independent films may find a unique market in video even without a strong theatrical release.

* Domestic and International Cable and Network Television Sales – At the low budget of the film, domestic and international television networks serve as a very wide and lucrative opportunity for the film. In addition, this also opens the market for special interest groups that might connect to the film such as: The Independent Film Channel, Sci-fi channel, and many others.

* Internet distribution – As a revolutionary film, taking a revolutionary approach with the distribution is an obvious approach. As Internet distribution slowly gets off the ground, Reality Lost can be a trailblazer for this market.

The options listed above do not contradict one another and can all be included in the distribution of the film.

The Investor:

Investment in the film proceeds as follows:

The total expected cost of the film (including postproduction) has been divided into 100 shares estimated at $1000.00 a share. Investors, at the discretion of the producer, may purchase partial shares on a pro rata basis with all other investors with regard to return of their respective investments. If costs prove to be different than expected, shares of the film will be redistributed in proportion to the price.

Investors shall receive their proportionate share of One Hundred (100%) Percent of the Adjusted Gross Proceeds (as defined below) [RS1] [RS2] from the exploitation of the Picture, if any, until all investors have recouped One Hundred Twenty-Five (125%) Percent of their respective investments.

Investors shall thereafter receive their proportionate share of Fifty (50%) Percent of the Adjusted Gross Proceeds from the exploitation of the Picture, if any, in perpetuity. The remaining Fifty (50%) Percent of the Adjusted Gross Proceeds from the exploitation of the Picture, if any, shall be distributed within the sole discretion of the Production.

Adjusted Gross Proceeds shall be defined as all monies received by the Production in connection with the Picture in perpetuity worldwide after the Company retains funds necessary to cover payment of applicable fees to distributor(s), if any.

In addition investors will receive the following:

- Invitation to cast and crew screening party.

- Screen credit.

- VHS/DVD copy of the completed film, personalized.

- Periodic newsletter to keep investors informed of the status of the project.

The Producers

Yitzi Zablocki

Producer /Director / Writer

Yitzi Zablocki was born in New York, and grew up in Israel. He made his first film independently in high school, and went on to serve in the Israeli Defense Force (IDF) as an educational Filmmaker, later commanding the training course for all filmmaking in the IDF. After his military service he worked in various film related positions including film advisor for the leading television network in Israel. He worked on his first feature film in NY with Andes Film Company in 1999. In May 2003, he graduated with honors in film studies from Columbia University. He wrote his thesis on Harvey Weinstein and his role as a producer in the independent film industry. He spent the last five years working on various productions, serving in exclusive film-related positions, and establishing CU Film Productions, one of Columbia University's leading resources for filmmaking. Since the production of Reality Lost Yitzi has been working for various film companies and teaching film in multiple high-school programs. He has recently taken on the position of Director of Film and Literary Programs at the new JCC in Manhattan.

Donald Rabinovitch

Executive Producer

Donald is Co-founder and President of AFP Imaging Corporation (NASDAQ:AFPC.) AFP is a $40 million international medical dental imaging company that manufactures and distributes from its base in Elmsford, New York. Prior to starting AFP, Donald spent several years in the Peace Corps in South America. His personal experience made him painfully aware of the legacy of Argentina’s “Dirty War” and its victims. Optioning two books El Yanqui and Voices from Silence and developing the screenplay The Disappeared launched his second career.

Donald founded Andes Film Company in 1996 with the goal of producing socially and politically powerful films that are also financially responsible. He completed his first project with HBO pictures entitled Route 9. He then actively produced On the QT staring James Earl Jones. His first digital feature entitled Mendy, just completed postproduction. His company is currently developing several other features and actively pursuing future projects.

Independent Film Industry Overview

The motion picture industry consists of three principal activities: Production, distribution and exhibition. Production involves the development, financing and making of motion pictures. Distribution involves the advertising, publicizing, licensing, promotion, re-production, shipping and accounting for rental receipts. The third phase is exhibition, either in theatres, Video/DVD or cable/broadcast television.

As the filmmakers of Reality Lost, our principal concern is production of our film. However, we are highly cognizant of and planning for, the important factors that will affect distribution (sales) of our film.

Since the 1980’s independent films have proven to be a profitable equity in the film market. In the 1990’s, there was an independent film revolution in which low-budget films succeeded in the mainstream market. Film companies like Miramax drove independent films towards popular audiences.

In today’s entertainment climate, a well-written and well-produced independent feature film can yield a high level of return for investors. In fact, the cost-to-return ratios of low and medium-budget independent films are consistently much better than high-budget studio films. This is evinced by independent films like Pi, The Blair Witch Project, and of course My Big Fat Greek Wedding. Even the less successful independent films that are distributed, beat their star-driven, high-budget studio competition as far as cost-to-return ratios. An average Hollywood film budget today is between $30-50 million. Films shot on a miniscule budget, produce record-breaking profits.

Low-budget independents consistently yield high returns for several reasons. First and foremost, the ever-growing international demand for American entertainment products means that these films need not rely only on North American theatrical release for success. Revenues can be generated in a variety of ways, among them:

· Foreign distribution

· Video distribution

· Sale to television

· Internet

· Ancillary merchandising

· Film libraries

Additionally, looking down the road, the multiplication of independent film channels, pay-per-view, direct satellite viewing and the Internet will become important vehicles for distribution. When combined, this multiplicity of revenue sources can mean rapid recouping of production costs and a handsome return on investment Recent advances in digital media have made it possible for Independent films to be made for even a lower price. Digital films are the future for the film industry. Theatres slowly replace the film format with digital projectors, preparing the industry for digital distribution. Furthermore, digital television as well as internet distribution give digitally made films an advantage in the market.

Many large distribution companies purchase independent films at these festivals and often market them for distribution. However, theatrical distribution is not the only direction one can take with a film. Independent films often find profit from DVD/Video distribution -- furthermore, various cable and broadcast television opportunities offer further return possibilities. Both DVD/Video and television prospects, have become main resources of income for films.

Another major source of income is the sale of the film in international markets. American made independent films are often profitable not only in the United States, but in other countries around the world. The international broadcast or theatrical rights are sold separately, and serve as a major option for profit.

Reality Lost plans on pursuing all of the options the industry has to offer. We will seek out major distribution through festivals and film markets. We will work at finding international distribution. Through a distributor, we ultimately hope to benefit from all of the exhibition possibilities. Nevertheless, we also have the option of approaching each exhibition possibility individually. Even without theatrical distribution, the film can easily be profitable by the sale of its television broadcast rights, or DVD/Video rights, or its international rights.

The Filmmakers Market for Distributors

Most low-budget filmmakers, stretched to their fiscal and physical limits in striving to complete their films put all thought of marketing their projects aside until the film is complete. We are taking an entirely opposite approach. As filmmakers, our primary job is twofold: to make the best possible film we can (great script, superior craftsmanship etc.), and to ensure that our film is sold profitably (best possible deal with the distributor most likely to market the film successfully). Thus, we are taking a very pro-active approach to marketing Reality Lost (again this is marketing the film to potential distributors, i.e. buyers of the film, not marketing the film to the general public, which is the distributor’s responsibility).

Phase one of the marketing plan of Reality Lost is to get the film in front of distributors under the most favorable conditions.

Film festivals

This is a strategy that has worked in the past for many projects. Independent film festivals such as Sundance have become the popular markets for finding distributors.

Internet distribution

Apart from a web-site promoting our film, the internet has distribution options which we plan to pursue. This is a new concept, and in a few years this may be the most lucrative way for an independent film to "self-distribute" to a targeted audience.

Statement of Risk

This document is a summary of certain information concerning the production of the motion picture presently entitled “Reality Lost” and is for your private and confidential use only and may not be reproduced, sold or redistributed without the prior written consent of Yitzi Zablocki.

The investor interests described in this summary will not be registered under the Securities and Exchange Act of 1993 or any local securities law.

The investment described herein entails a high degree of risk and is suitable only to those who can afford a total loss of their investment. Furthermore, all factors bearing upon the risk of investing in a motion picture, including but not limited to factors contained in this summary, should be carefully evaluated.

The contents of this summary are not to be construed by any prospective investor as business, legal, or tax advice.