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PADDLEWHEEL PRODUCTIONS, INC.
PROSPECTUS
PaddleWheel Productions, Inc., a Mississippi corporation, has been organized for the purpose of producing repertory theatre and operating related businesses and is offering investment opportunity. PaddleWheel is currently offering one thousand (1,000) investment units at a price of one thousand dollars ($1,000) per unit. Each unit includes one share of cumulative preferred stock at nine hundred ninety dollars ($990) per share and one share of common stock at ten dollars ($10) per share. The shares are not sold separately.
Preferred stockholders have no voting rights; however, they will receive five percent (5%) simple interest to be paid annually. In the event of Dissolution. Preferred stockholders are entitled to a pro rata share of the Company's assets, as described in the Prospectus. No dividends will be paid to holders of common stock for 24 months. Dividends will thereafter be paid annually as declared by the Board of Directors, and determined in the sole discretion of the Board of Directors. Holders of common stock have voting rights on the basis of one share, one vote.
Title	Number of Shares	Maximum Price Per Share	Aggregate Maximum Offering Price
Preferred	1,000	$ 990	$ 990,000
Common	1,000	10	10.000
Units		$1,000	$1,000,000
This Prospectus does not constitute any offer to sell any stock other than that which is offered herein. Neither the delivery of this Prospectus nor any sale made hereunder shall under any circumstances create an implication that the information herein is correct as of any time subsequent to its date.
THE USE OF FORECASTS IN THIS OFFERING IS PROHIBITED. ANY REPRESENTATIONS TO THE CONTRARY AND ANY PREDICTIONS AS TO THE AMOUNT OR CERTAINTY OF DIVIDENDS IS NOT PERMITTED
THESE SECURITIES ARE OFFERED PURSUANT TO A CERTIFICATE OF REGISTRATION ISSUED BY THE SECRETARY OF STATE OF MISSISSIPPI. THE SECRETARY OF STATE DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR DOES THE SECRETARY OF STATE PASS UPON THE TRUTH, MERITS, OR COMPLETENESS OF ANY PROSPECTUS OR ANY OTHER INFORMATION FILED WITH THE SECRETARY OF STATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE
July 11, 2000