This text was obtained via automated optical character recognition.
It has not been edited and may therefore contain several errors.

---

PaddleWheel Productions, Inc. Prospectus
4
5.	Having six (6) mutually supportive activities in one location increases the potential for success.
DESCRIPTION OF SECURITIES
Description. Securities are being offered to prospective investors for One Thousand Dollars ($1,000) per Investment Unit. Each Investment Unit is composed of one (1) share of Preferred Stock and one (1) share of Common Stock. Each share of Preferred Stock shall be issued with a face value of $990 and annual interest will be paid to holders of Preferred Stock at the rate of five percent (5%) simple interest. Preferred Stock is non-voting stock and interest is cumulative. Common Stock is valued at Ten Dollars ($10) per share and is voting stock. Dividends for common stock will not be considered for twenty-four (24) months. After that time dividends, as declared by the Board in their sole discretion, will be paid annually. No guarantees are made as to such dividends.
Number of Units. One Thousand (1,000) Investment Units are currently being offered. The necessity of any offering beyond that amount shall be determined by the Board of Directors.
Restrictions on Transferability. There are no Company-imposed restrictions on the transferability of the common stock or preferred stock. However, the Company must receive notice of sale or transfer within 15 days of such transaction, all such sale/transfers must conform to existing securities regulations or will be invalid. Neither the common stock nor the preferred stock are registered under the securities law of any state or jurisdiction except Mississippi. The shares are issued in reliance on certain exemptions from registration under the Securities Act of 1933. The Company reserves the right to register the stock with the Securities and Exchange Commission and in states other than Mississippi. Should that action take place, all shareholders will be notified.
Division of Current Holdings. Currently, there are 2,616 shares of Common Stock outstanding and 16 shares of Preferred Stock outstanding. Currently, 99.39% of the outstanding Common Stock is held by the three incorporators of the company, with the stock divided as follows: Beth Hudson 200 shares purchased with $2,000 cash; Martha Hood 200 shares as a result of $500 cash and a transfer of items necessary to production valued at $1,500 (items valued at cost less some depreciation are music books and music at $300; set dressing such as pictures, candelabra, and silk flowers at $300; and costumes at $900), Mary Ellis 300 shares as a result of transfer of items valued at $3,000 (items, valued at cost less some depreciation, are Compaq personal computer, color monitor, printer at $2,000; and 15 theatre lighting instruments at $1,000). Subsequently, in 1998, a stock dividend was declared giving Mary Ellis 60 additional shares and Beth Hudson 40 additions shares. On April 11, 2000, for service to the corporation and in lieu of salary for the last 3 years, by vote of the directors and common stock shareholders, Mary Ellis and Beth Hudson were each awarded 900 additional shares of common stock. The incorporators have and will always maintain a minimum of fifty-one (51%) of the common stock In 1998 one unit of stock was sold to Jane Brown of Hattiesburg. The preferred stock in that unit has now accumulated 5% simple interest per year for two years. Fifteen units of stock were issued in 1999 to E. A. (Drew) Allen of Gulfport for services previously rendered/to be rendered for serving as a business advisor to the corporation.