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PaddleWheel Productions, Inc. Prospectus
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No Assurance of Success or Growth. In other areas of the country, local people and tourists have been highly attracted to drama pertinent to a locale. Paddle Wheel Productions will offer exciting professional theatre, food options and other activities should which enhance appeal. However, no assurances can be given that people will come.
Competition From Other Similar Businesses.
A.	There are numerous entertainment options on the Coast, particularly at the casinos. Entertainment at most of the casinos is cabaret type, the Grand in Biloxi offers excellent Los Vegas type productions. However, there is no professional theatre offering musicals with a theme or strong plot. The musicals, produced by the Troubadours of PaddleWheel Productions are of the same genre as the musicals Oklahoma and Show Boat - musicals which tell a story in music and dialogue which can be understood and enjoyed by all generations.
B.	There are road shows at the Coliseum, but only two or three shows per year.
C.	The closest constantly performing professional repertory company is The Alabama Shakespeare Festival near Montgomery, AL. The Festival produces Shakespeare, some original plays, and standard Broadway fare. Its two theatres operate year round.
However, the Alabama Shakespeare Festival is 300 miles from Pass Christian and is not expected to have a significant impact on PaddleWheel’s potential audience.
D.	Other than the performing groups at the casinos, the nearest professional company is New Stage in Jackson, MS which offers Broadway fare, but does not operate continuously. A production will run for several weeks and when that production is over the theatre is dark while another show is in rehearsal.
E.	There is excellent community theatre across the Coast, but although numerous professionals work with these organizations, the productions are generally show cases for volunteers, the productions do not operate on a constant basis.
To be a tourist attraction, theatre productions must run almost all year so that visitors with various vacation times can plan on seeing a good show. The Troubadours will rehearse new productions in off hours while performing on the continuous schedule.
Dinner theatres have been on the Coast - and everywhere - from time to time, but few exist today. Most do not survive for too long because (1) the noise from food and drink prohibits full enjoyment of the play by the audience (2) people are crowded around small tables and chairs which must be shifted about to view the stage. Paddle Wheel Productions will offer dining and good theatre in the same building, but in different areas so there is no interference with performance. Also, combination dinner/theatre tickets will offer a more elaborate menu at a different location before coming to the theatre.
Both options give the patron an opportunity for good food and entertainment at a special price.
Liquidity Risks. The shares of preferred and common stock offered hereby are not registered under the Securities Act of 1933, as amended, nor are they 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. Accordingly, the shares are not freely transferable and may not be resold, transferred or otherwise disposed of unless such shares are registered or if, in the opinion of legal counsel for PaddleWheel, an exemption from registration is available. Further, the shares of the stock may not be acceptable as collateral for a