Post-Qualification Amendment No. 3

File No. 024-11836

This Post-Qualification Amendment No. 3 amends the Offering Statement of OneDoor Studios Entertainment Properties LLC originally qualified on September 6, 2022, as previously amended and supplemented, to add, update and/or replace information contained in the Offering Statement.

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE COMPANY’S SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

POST-QUALIFICATION AMENDMENT NO. 3 DATED FEBRUARY 9, 2023 TO

OFFERING CIRCULAR DATED SEPTEMBER 1, 2022 OF

ONEDOOR STUDIOS ENTERTAINMENT PROPERTIES LLC

4320 Modoc Road, Suite F
Santa Barbara, CA 93110
Tel: (805) 380-7731

www.onedoorstudios.com

UP TO 150,000 CLASS A PROFITS UNITS OF

ONEDOOR STUDIOS ENTERTAINMENT PROPERTIES LLC

SERIES CALCULATED SEQUELS

SEE "SECURITIES BEING OFFERED" AT PAGE 28

MINIMUM INVESTMENT: $100.00 (1 CLASS A PROFITS UNIT)

	Price to Public	Commissions (1)	Proceeds to Issuer Before Expenses (2)
Per Class A Profits Unit:	$100	$1	$99
Total Minimum (3):	n/a	n/a	n/a
Total Maximum:	$15,000,000	$150,000	$14,850,000

(1) The Company has engaged Dalmore Group, LLC, member FINRA/SIPC (“Dalmore”), to perform administrative and compliance related functions in connection with this offering, but not for underwriting or placement agent services. This includes the 1% commission but it does not include the one-time expense allowance of $5,000, or consulting fees of $20,000 payable by the Company to Dalmore. See “Plan of Distribution” for details.

(2) The Company expects the amount of expenses it will pay in connection with this Offering, assuming the maximum amount of the Offering is sold, to be approximately $646,140. See "Use of Proceeds" below.

(3) An Offering Statement on Form 1-A related to an offering of units of Series Calculated Sequels was originally qualified on September 6, 2022 and included a minimum offering amount. The Company eliminated the minimum offering amount as well as the use of an escrow agent in its Post-Qualification Amendment No.1 filed on October 24, 2022. As a result of the elimination of the minimum offering amount, the original offering was terminated. The initiation of a new offering of Class A Profit Units can occur only after all investor funds from the original offering have been returned and in connection with the qualification of a Post-Qualification Amendment to the Company Offering Statement. The Company did not receive any subscriptions or investor funds in connection with the original offering.

The Profits Units offered hereby are non-voting. Our Manager, as the only holder of voting Membership Units in the Series, has sole voting power over all decisions affecting the Series and your Profits Units. Investors will not be entitled to any vote or consent on almost all matters, including to remove the Manager for cause or for any amendment that would have a material adverse effect on the rights or preferences of your Units, including your right to receive any preferred returns or to share in the profits of the Series.

This offering (this "Offering") will terminate at the earlier of (i) the date at which the maximum offering amount of all Profits Units has been sold, (ii) the date at which the Offering is earlier terminated by the company, in our Manager’s sole discretion or (iii) the date that is three years from this Offering being qualified by the United States Securities and Exchange Commission (the “Commission” or “SEC”). At least every 12 months after this offering has been qualified by the SEC the Company will file a post-qualification amendment to include the Company’s recent financial statements. In addition, the Company intends to periodically file a post-qualification amendment to include profits units of additional Series in this Offering.

This Offering is being conducted on a best-efforts basis. The Company has not engaged an escrow agent for this Offering. There is no minimum number of shares that needs to be sold in order for funds to be released to the Company and for this Offering to close, which may mean that the Company does not receive sufficient funds to cover the cost of this Offering. The Company may undertake one or more closings on a rolling basis, as detailed below. As of each closing, funds tendered by Investors in connection with such closing will be immediately available to the Company.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THIS OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

GENERALLY, NO SALE MAY BE MADE IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE ANY INVESTOR PAYS IS MORE THAN 10% OF THE GREATER OF SUCH INVESTOR'S ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT AN INVESTOR'S INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, SUCH INVESTOR IS ENCOURAGED TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A ("REGULATION A") PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). FOR GENERAL INFORMATION ON INVESTING, REFER TO www.investor.gov.

This Offering is inherently risky. See "Risk Factors" on page 5.

Offers of these securities commenced on approximately September 8, 2022.

The Company is following the "Offering Circular" format of disclosure under Regulation A.

In the event that we become a reporting company under the Securities Exchange Act of 1934, we intend to take advantage of the provisions that relate to “Emerging Growth Companies” under the JOBS Act of 2012. See “Implications of Being an Emerging Growth Company.”

NOTICE TO FOREIGN INVESTORS

WITH RESPECT TO ANY INVESTOR THAT (A) IS NOT A U.S. RESIDENT AND (B) IS LOCATED OUTSIDE THE U.S. AND ITS TERRITORIES (A "FOREIGN INVESTOR"), THIS OFFERING CIRCULAR AND ANY RELATED MATERIALS ARE TRANSMITTED TO YOU ACCORDING TO APPLICABLE U.S. SECURITIES LAWS AND REGULATIONS. THE SECURITIES CONTEMPLATED HEREIN ARE NOT REGISTERED, AND SHALL NOT BE REGISTERED, WITH ANY FOREIGN REGULATOR, AND FOREIGN INVESTORS ARE RESPONSIBLE FOR ADHERING TO THE RELEVANT SECURITIES, INVESTMENT, AND FINANCIAL SERVICES LAWS AND REGULATIONS IN THEIR RESPECTIVE JURISDICTIONS.

iii

TABLE OF CONTENTS

SUMMARY	1

RISK FACTORS	5

DILUTION	12

PLAN OF DISTRIBUTION	13

USE OF PROCEEDS	18

COMPANY'S BUSINESS	19

COMPANY'S PROPERTY	21

MANAGEMENT'S DISCUSSION AND ANALYSIS	22

COMPANY'S MANAGEMENT	24

COMPENSATION OF MANAGEMENT	27

SECURITY OWNERSHIP OF MANAGEMENT	27

INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS	27

SECURITIES BEING OFFERED	28

UNAUDITED INTERIM FINANCIAL STATEMENTS	FS-1

AUDITED FINANCIAL STATEMENTS	FS-10

INDEX TO EXHIBITS	III-1

In this Offering Circular, the terms "OneDoor Studios Entertainment Properties," “we,” “us” or "the Company" refer to OneDoor Studios Entertainment Properties LLC, a Delaware series limited liability company, and “SCS” refers to OneDoor Studios Entertainment Properties LLC Series Calculated Sequels, the initial series of the Company. Further, references to "Investor" refers to investors in this Offering.

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE EXPERIENCE OF, BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY'S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, WORDS LIKE "ESTIMATE," "PROJECT," "BELIEVE," AND "EXPECT" CONSTITUTE FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT'S EXPERIENCE AND CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE ITS FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

Implications of Being an Emerging Growth Company

The company is not subject to the ongoing reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) because the company is not registering its securities under the Exchange Act. Rather, the company will be subject to the more limited reporting requirements under Regulation A, including the obligation to electronically file:

●annual reports (including disclosure relating to our business operations for the preceding two fiscal years, or, if in existence for less than two years, since inception, related party transactions, beneficial ownership of the issuer’s securities, executive officers and directors and certain executive compensation information, management’s discussion and analysis (“MD&A”) of the issuer’s liquidity, capital resources, and results of operations, and two years of audited financial statements),

●semiannual reports (including disclosure primarily relating to the issuer’s interim financial statements and MD&A) and

●current reports for certain material events.

In addition, at any time after completing reporting for the fiscal year in which the company’s offering statement was qualified, if the securities of each class to which this offering statement relates are held of record by fewer than 300 persons and offers or sales are not ongoing, the company may immediately suspend its ongoing reporting obligations under Regulation A.

If and when the company becomes subject to the ongoing reporting requirements of the Exchange Act, as an issuer with less than $1.07 billion in total annual gross revenues during its last fiscal year, it will qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and this status will be significant. An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company, the company:

●will not be required to obtain an auditor attestation on its internal controls over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

●will not be required to provide a detailed narrative disclosure discussing its compensation principles, objectives and elements and analyzing how those elements fit with its principles and objectives (commonly referred to as “compensation discussion and analysis”);

●will not be required to obtain a non-binding advisory vote from its unit holders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes);

●will be exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

●may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A; and

●will be eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards.

The company intends to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act. The company’s election to use the phase-in periods may make it difficult to compare its financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under Section 107 of the JOBS Act.

Under the JOBS Act, the company may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after its initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, or such earlier time that the company no longer meets the definition of an emerging growth company. Note that this offering, while a public offering, is not a sale of common equity pursuant to a registration statement, since the offering is conducted pursuant to an exemption from the registration requirements. In this regard, the JOBS Act provides that the company would cease to be an “emerging growth company” if it has more than $1.07 billion in annual revenues, have more than $700 million in market value of its common stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

Certain of these reduced reporting requirements and exemptions are also available to us due to the fact that the company may also qualify, once listed, as a “smaller reporting company” under the Commission’s rules. For instance, smaller reporting companies are not required to obtain an auditor attestation on their assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.

SUMMARY

The following summary is qualified in its entirety by the more detailed information appearing elsewhere herein. Prospective investors should read the entire Offering Circular and carefully consider, among other things, the matters set forth in the section captioned "Risk Factors." Investors are encouraged to seek the advice of their attorneys, tax consultants, and business advisors with respect to the legal, tax, and business aspects of an investment in the Securities. All references in this Offering Circular to "$" or "dollars" are to United States dollars.

Company Overview

OneDoor Studios Entertainment Properties was founded in 2021 to open the door for everyone to have an opportunity to invest in studio-level motion picture and television series projects. Coordinating with leading global territory distributors, the Company intends to develop motion pictures and television series that successfully compete on global box-office and other sized screens.

The Company’s initial Series, SCS, is currently developing three feature-length motion pictures or streaming series based on the three sequel novels (each a "Project") that follow the book Calculated, the first novel in this four-book series. This Offering is for Class A Profits Units (the "Securities" or "Profits Units") of SCS, a registered series of the Company (SCS along with each other series of the Company, if any, a "Series"). SCS expects to develop Simulated, Activated, and Liberated, the three sequels to Calculated.

Business Process

The process of making a film or television series involves three major stages: development, production and distribution / promotion. The business of SCS is to develop up to three film Projects with the expectation that the rights, title and interest to each fully-developed Project would then be purchased by a company formed by our Manager to produce the Project for distribution. The form of purchase agreement between SCS and the production company provides that the purchase price for a project will be equal to 1.12 times the total development funding provided by investors in SCS. The Series would also be entitled under the purchase agreement to 50% of the profits generated by the production company. Please see the form of purchase agreement, attached as an exhibit to the Offering Statement of which this Offering Circular forms a part, for the terms upon which SCS would sell a Project to the Manager-affiliated production company.

Following successful film-industry business models, the Company believes separating each Project's development, from its production provides each project the business and creative time and financial resources during the development period to enable the Project to become creatively mature and completely ready for production.

The development (“greenlighting”) process to reach a fully developed Project consists of the following key steps:

·Purchasing the literary rights and motion picture option of an existing literary work, if applicable;

·Hiring A-list (studio-level) screenwriters to best position each motion picture's script to become acceptable to major distributors;

·Attaching a director and cast for the project that typically would be pre-approved by major potential distributors for the project;

·Securing a customary production completion bond to guarantee the film is produced on time and on budget; and

·Packaging the Project to provide sufficient collateral to enable the production company to secure bank financing for its complete production budget, currently estimated to be $60,000,000.

Following its purchase of all right, title and interest in a Project, the production company is obligated, under the proposed form of purchase agreement, to:

·Produce the project’s feature film, series or other audiovisual depictions;

·Exploit the rights, title and interests in and to the project, worldwide; and

·Collect and account for all profits, and manage the disbursement to all profit participants.

Our Manager, as the owner of the production company, will be principally responsible to oversee and otherwise manage the Project from the time of its purchase by the production company. It will be obligated under the purchase agreement to use commercially reasonable best efforts to govern the production company and the project’s global exploitation with the highest fidelity, in order to optimize all aspects of the project’s production and global distribution for the benefit of the Series, its investors, and all other profit participants in the Project.

by the production company. This process is similar to that developed and used by studios and major independent production companies. The Company’s goal is that each project's projected net global profits will be at least twice its production costs, although there can be no assurances that any project will be successfully developed, financed and sold, or that, if produced, it will be successfully exploited to generate profits.

The Company expects SCS to earn revenue initially from the sale of the rights, title and interest in each Project and then from its share of the profit generated by the production and global exploitation of each Project and all other related products and licenses.

Our Series LLC Structure

The Company is organized as a series limited liability company pursuant to Section 18-215 of the Delaware Limited Liability Company Act. This structure allows the Company to provide investors with the ability to invest in distinct motion picture projects (or, as in the case of SCS, a fixed slate of Projects) instead of investing in the entire Company. Though this Offering is only with respect to SCS, the Company is currently preparing and intends to offer additional film and television projects in the future, through other Series of the Company.

OneDoor Studios LLC (our “Manager”) is the manager of the Company and each Series. As a Delaware series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law. This would include all contractual obligations of a Series such as the obligations to pay fees to our Manager under our Amended and Restated Series Limited Liability Company Agreement dated as of January 6, 2023 (“Operating Agreement") and the Series Agreement of the relevant Series (each a “Series Agreement”). This would also include the portion of any shared fees, costs or expenses that have been allocated among Series by our Manager.

Compensation Paid to our Manager

SCS will not pay any compensation to the Manager other than the Manager’s right to receive 50% of the Distributable Cash of SCS following the payment in full of the preferred returned to which holders of SCS profits units are entitled as discussed under “Securities Being Offered.”

The Current Offering

Use of Proceeds:

The proceeds received from this Offering, after paying for the fees and expenses associated with this Offering, will be used to fund development of the films, principally by turning the script for each film Project into a production-ready "shooting script" and attaching, if practicable, an A-list director, actor, and other talent to the Project. Thus, in addition to fees and expenses of this Offering, working capital, and reserves, the proceeds will be used to pay for literary rights, motion picture options and writing fees, director and actor production retainers, production manager and casting director fees, marketing and distribution expenses, and development talent and professional fees.

RISK FACTORS

This section identifies risks that are specific to the Company's business and financial condition. The Company is also subject to the risks common to all development, production, and distribution companies in the entertainment industry, including those that all companies are exposed to. These risks include, but are not limited to, risks relating to economic downturns, political and economic events, and natural disasters. Additionally, development-stage companies are inherently riskier than more developed companies. Investors should consider general risks as well as specific risks when deciding whether to invest.

Risks Related to the Company's Business

We have a limited operating history which makes it difficult to evaluate our business and prospects.

The Company's limited operating history makes evaluating the business and future prospects difficult and may increase the risk of investment. While the principals of Company's Manager have deep experience in film development, production, and distribution, the Company was only formed on December 20, 2021 and SCS was only formed on January 10, 2022. Therefore, the Company has limited history that prospective investors can use to evaluate its performance. Although the Manager's principals have extensive experience in the Company's industry, each motion picture Project is unique from all other projects. Past performance is not necessarily indicative of future results.

The Projects may not be successfully developed, produced or distributed and the Company may not generate profits or be able to make distributions to Investors.

There can be no assurance that all or any of the motion picture Projects will produce profitable results. The Company's development approach may not be successful in realizing the Company's objectives.

The Company's financial success is dependent on a number of factors both within and beyond its control. The market appeal and profitability of each Project depends upon the creation of compelling campaigns, the purchase of adequate advertising saturation, the execution of social media campaigns, and acceptance by audiences and critics, all of which require skills and none of which can be delivered with certainty. Only a small percentage of film and television projects are distributed, and even those projects that are distributed are not always profitable. Any Project developed by the Company, whether alone or in conjunction with the other Projects, may not generate sufficient revenue from its distribution and other exploitation to generate a profit, repay development expenses or provide any return to Investors. It is possible the Company could incur significant development and operating costs with respect to a Project without ever reaching a sale and/or distribution agreements with respect to the Project. No assurance can be given that the efforts by the Manager or its principals with respect to the Projects will ultimately be profitable.

The Company was only recently formed and is subject to various risks associated with new businesses. Though the Manager's principals have previously developed other film and television projects, the Company and its Manager lack a "track record" in the entertainment industry, which could pose additional obstacles to the Company's business.

The Company intends to sell each developed Project, at its development conclusion, to a separate production company established for the purpose of producing a single Project, which sale is expected to be made to a special purpose entity owned by the Manager for a fixed price, all of which depends upon the ability of the Manager and its affiliates to obtain the financing necessary to purchase each of the developed Projects at that price and to cover the costs of production. Further, once a Project has been produced, the Company's share of future income from the exploitation of each Project may vary substantially. If these affiliated development companies are unable to obtain sufficient financing to purchase the Projects from SCS and produce the related films, SCS may never generate sufficient funds to make any distributions to Investors. Furthermore, even if produced, a Project may not ultimately generate any net profits.

The terms on which we have agreed to sell a fully developed Project to a production company affiliated with our Manager may not be as favorable as a sale to any unaffiliated producer or distributor.

The Company intends to sell all rights, title, and interest to each fully-developed Project to a special purpose entity owned by the Manager, conditioned on receipt by such entity of production financing. While the Company and the Manager determined the pricing terms, set at a multiple of 1.12 times the total development funding received from investors in the relevant Series, at a level sufficient to pay preferred returns to investors, there is a risk that the Projects could have been sold for more favorable pricing terms to an unaffiliated producer or distributor.

The ability of any Project to generate profits will be dependent on securing distribution arrangements with third party distributors.

The commercial success of a Project depends on obtaining one or more distribution agreements with one or multiple distributors for that Project. Distributors considering such an arrangement will conduct their own internal "greenlight" study or valuation of the Project. There is no guarantee any of the Projects will successfully secure distributors, which would have a material adverse effect on the profitability of SCS and its ability to pay distributions to Investors.

Success in the entertainment industry is highly unpredictable and there is no guarantee our content will be successful in the market.

Our success will depend on the popularity of our projects. Viewer tastes, trends and preferences frequently change and are notoriously difficult to predict. If we fail to anticipate future viewer preferences in the entertainment business, our business and financial performance will likely suffer. The entertainment industry is fiercely competitive. We may not be able to develop projects that will become profitable. We may invest in projects that end up losing money.

SCS’s concentration in three specific Projects within the same genre and based on a single book series may increase our risk of loss compared to more diversified development companies.

Other, larger film and television development and production businesses may be able to partially reduce their risk of incurring operating losses by simultaneously developing numerous projects that span multiple genres, audiences, markets, and platforms. The Projects to be developed by SCS consist of only three motion picture Projects (all adapted from the same novel series). This concentration makes an investment in SCS more susceptible to the risk of loss if a particular motion picture Project is unsuccessful.

Entertainment projects can be risky, and often budgets run over.

The entertainment industry is generally affected by the same risk factors of other industries but due to its nature, the development, production, distribution and marketing of content can require large capital investments. Developing and monetizing entertainment projects, such as movies and television shows, usually require significant capital investment to fund expenditures on activities such as producing a television pilot, producing or co-producing a movie or creating a virtual reality experience. There is often budget over-run which could reduce or even eliminate any profits and, therefore, our ability to make distributions to Investors.

If we are unable to raise the maximum offering amount in a timely manner or at all, we will likely need to secure additional financing.

If we are unable to raise the maximum offering amount in a timely manner or at all, we will likely need to secure additional financing, which may include issuing addition interests in the Series or obtaining debt financing. While this Offering is ongoing, we may seek debt financing to manage our cash flow or accelerate the development of one or more Projects. If such debt is secured by rights to a Project and the Company is unable to meet its obligations under the financing arrangements, the secured party may be able to foreclose on its rights to the Project or the Company may be forced to dispose of the Project prematurely. These occurrences could force the Company to incur substantial losses. Additionally, we may raise additional equity within a Series and the terms of such financing may be more or less favorable than the terms of the Securities, as determined by the Manager in its sole discretion. There can be no assurance that additional financing, if required, will be available to the Company.

Because the development and production of film and television projects can take several years or more, a significant amount of time may elapse between raising funds for development of the Projects and the receipt of revenue by a Series.

The development and production of film and television projects can take several years or more. A significant amount of time may elapse between raising funds for development of the Projects and the receipt of revenue by a Series. Other investment opportunities may offer greater returns after discounting for time. Furthermore, the longer the Company spends developing the Projects (and the longer the Manager spends producing the Projects), the probability of experiencing other risks described in this section will increase.

We are dependent on the skills, judgment and expertise of the principals of our Manager and other talent providers.

The authority to make all business decisions is vested in the Manager and is primarily carried out by the Manager's principals. The Company's operations substantially depend upon the skill, judgment, and expertise of these principals of the Manager. In the event of any of their death, disability, or departure, the business of the Company could be adversely affected. The Manager and its principals will devote such time and effort as it deems necessary for the efficient conduct of the Company's business. However, the Manager and its principals are involved with other entertainment production activities and will not devote all of their time to the business of the Company.

The Company also depends on other entertainment talent providers, who may or may not have yet been engaged by the Company, and who generally will not be investors in the Company or any of its Series. Though our Manager and its principals maintain relationships with a broad array of industry veterans, the loss of any independent talent providers, particularly members of the development team, could adversely affect the Company's ability conduct its operations and realize its projections.

We may not be able to protect all our intellectual property.

Our profitability may depend in part on our ability to effectively protect our intellectual property including any original entertainment content in our projects and our ability to operate without inadvertently infringing on the proprietary rights of others. Theft of any original entertainment content prior to release could adversely affect our revenue. Policing and protecting our intellectual property against piracy and unauthorized use by third parties is time-consuming and expensive and certain countries may not even recognize our intellectual property rights. Any litigation protecting our intellectual property and defending our original content could have a material adverse effect on our business, operating results and financial condition regardless of the outcome of such litigation. Furthermore, we may not have the resources to defend our intellectual property rights from theft or infringement.

Risks Related to the Company's Industry

The failure of the Manager and its principals to navigate the complexities of the motion picture business successfully could have a materially adverse effect on the Company and its Series.

The motion picture business is complex. Negotiating with major motion picture directors and performing talent is a sophisticated process. Likewise, negotiating a position for a Project on distributor release schedules in "major territories" is logistically challenging. Negotiating production-incentive relationships, brand relationships, ancillary rights, international licensing and pre-sales of a Project, qualifying a Project for production completion bonds, and "banking" a Project's respective licenses and contracts are complex processes that are highly reliant on the expertise and personal relationships of the Manager and its principals. The failure of the Manager and its principals to navigate these complexities successfully could have a materially adverse effect on the Company and its Series.

Natural disasters and other events beyond our control could materially adversely affect us.

Natural disasters or other catastrophic events may cause damage or disruption to our or our affiliated production company’s operations, international commerce and the global economy, and thus could have a strong negative effect on us. Our business and to a greater extent our production company’s business is subject to interruption by natural disasters, fire, power shortages, pandemics and other events beyond our control and could make it difficult or impossible to meet the development or production schedule, could result in significant cost increases and could decrease demand for our projects. To the extent the entertainment industry is impacted by either the ability to create new content (e.g., the halting of productions) or the ability to monetize the content (e.g., theater sales), our business prospects could be severely hampered.

In addition, as an early stage startup, we rely on investments to fund our business. To the extent our investment flow is interrupted by disasters and/or the effect they have on the economy, our ability to maintain operations could be severely hampered.

In December 2019, a novel strain of coronavirus, COVID-19, was reported in Wuhan, China. The World Health Organization has since declared the outbreak to constitute a pandemic. The extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, its impact on the global economy as well as the impact on our current and potential investors, customers, employees, vendors, and industry events, all of which are uncertain and cannot be predicted. At this point, the extent to which COVID-19 may impact our financial condition or results of operations is uncertain. If the COVID-19 outbreak continues to spread, we may need to further limit operations and/or substantially modify our business practices. Please see the subsection “COVID-19” in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” There is a risk that other countries or regions may be less effective at containing COVID-19, or it may be more difficult to contain if the outbreak reaches a larger population or broader geography, in which case the risks described herein could be elevated significantly.

Our industry is highly competitive; we may not be able to compete effectively for talent; and any Project, if developed, may not be able to successfully compete with other media content.

Motion picture, streaming, and television content development, production, and distribution are highly competitive. Industry competitors include other companies developing and producing such content and other forms of entertainment media. The Company's primary competitors are "major" film studios, numerous independent motion picture, streaming, and television production companies, television networks, and subscription-based television services, all of which will compete with the Company in certain topical or popular genres, the services of writers, performing artists, directors, producers, and other creative and technical personnel, and production financing. Many of these competitors have significantly greater financial and other resources than the Company.

For any Project, it is possible that the unique writing, acting, or directing talent necessary for such Project may be unavailable or that the Company is unable to successfully negotiate for the services of such personnel. Furthermore, obtaining a position for a Project on the theatrical, streaming, and/or television network distributor release schedules in a "major territory" is also highly competitive. The commercial success of each Project depends on the relative quality and market acceptance of other competing media content released at or near the same time as the Project, the availability of alternative forms of entertainment and leisure activities, general economic conditions at the time, and other tangible and intangible factors, all of which are subject to change and generally cannot be predicted in advance.

A decrease in the demand for and value ascribed to entertainment media, regardless of the cause, may increase the cost of financing and / or negatively affect our profitability.

The success of the Company in achieving its objectives depends on the demand for and value of other entertainment media that is comparable to the Projects (primarily theatrically-released films, streaming video and home media, and cable and network television) in the U.S. and major international territories. If the demand for and value of comparable entertainment media decreases relative to current market values, the Company may not be profitable.

Compounding this risk, each Project must obtain production financing, which is generally secured by a Project's production incentive programs, brand relationships, pre-sold ancillary and theatrical licensing agreements, and the value of unsold international territories. Decreases in the market value of these items may raise the cost of such financing or even preclude the Company from obtaining such funding, in which case the Company may not be profitable.

The Company may also incur major losses in the event of certain macroeconomic or other extraordinary events, which may affect markets and consumer behavior in ways that are unexpected, unprecedented, or inconsistent with historical trends or results.

Risks Related to Ownership of the Securities

An investment in a Series of the Company is risky and Investors may lose part or all of their investments.

Risk is inherent in all investing. No guarantee or representation is made that the business of the Company or any Series will be successful, and there is no assurance that any Series will be able to realize any revenue. All business conducted by a Series risks the loss of capital and Investors may lose part or all of their investments.

Our ability to make distributions depends initially on the ability of the production company affiliated with the Manager to receive sufficient production financing to purchase the Projects from SCS and complete production of the Projects.

The Securities provide that Investors are entitled to preferred returns only if one or more Projects are sold to a production company and thereafter to receive a portion of the cash flow and profits arising from the production, distribution, and exploitation of the Projects by that production company. SCS will only be able to make distributions as payment of the preferred return obligations if sufficient production financing, currently estimated at $60 million per Project, is secured for the purchase and production of one or more Projects. Furthermore, the amount of cash flow and profits arising from the production, distribution, and exploitation of any Project is speculative and variable and there is no guarantee that any Project will generate sufficient cash flow to distribute profits to SCS. Depending upon the profitability of a Project, the relative portion allocable to the Manager may be materially greater than amounts paid to managers in comparable businesses. In addition, the structure of the Securities may provide an incentive to the Manager to engage in more speculative or riskier business strategies in an effort to maximize its income.

This investment is illiquid.

Investors may not pledge, mortgage, hypothecate, give, sell, exchange, or otherwise dispose of or encumber the Securities without the consent of the Manager. Furthermore, no secondary market for the Securities currently exists, and there can be no guarantee that a market for such Securities will ever develop. Consequently, Investors may not be able to liquidate their investment in the Securities in the event of an emergency or for any other reason or rely on the Securities as collateral for a loan. Even if a secondary market does develop, the market price for the Securities could decline below the amount originally paid by Investors for such Securities. Investors must be prepared to bear the risk of their investment in the Securities for an indefinite period of time.

The Profits Units are non-voting and Investors will effectively have no vote over any matters.

Our Operating Agreement provides that, other than an amendment that would increase the obligations of any holder of units, Investors will not be entitled to any vote or consent on any matter, including to remove the Manager for cause or for any amendment that would have a material adverse effect on the rights or preferences of your Profits Units. Our Manager, as the only holder of voting Membership Units in the Series, has sole voting power over all decisions affecting the Series and your Profits Units. Although our Manager has no intention of doing so, it could amend any of the terms of the Units, including your right to receive any preferred returns or share in the profits of the Company, without your consent.

The Securities being offered are subject to a right of first refusal, drag-along rights and lock-up restrictions on transfer in the event of an IPO.

The Profits Units you are purchasing in this Offering are subject to right of first refusal provisions, drag-along provisions and lock-up restrictions on transfer in the event of an IPO, all as set forth in our Operating Agreement. The rights of first refusal provisions provide that if any Investor receives an offer to purchase his or her Profits Units, our Manager, our Company or the applicable Series has the right to purchase those Units on the same terms. This provision may dissuade a prospective purchaser from purchasing your Profits Units or may lower the price of the Units from what you may have received without this provision.

The drag-along provisions provide that if our Manager, as the sole member of the company and the sole holder of voting Membership Units in each Series, receives an offer to purchase all or a part of its Units, it can require Investors to sell their Units on substantially the same terms, on a pro rata basis. This means that if our Manager decides to sell the Company or any Series, you agree to go along with that sale, even if you don’t agree with it, oppose it, or feel that your interests are not being represented.

Finally, in the event that either the Company or a Series conducts an initial public offering pursuant to a registration statement filed with the SEC, you will not be able to sell, or transfer your economic interest in, your Securities for 180days following the initial public offering, with limited exceptions. This means that, even if an IPO would provide you trading liquidity, you will need to wait until this period is over, during which time the trading price of your Securities could decline significantly.

Decisions for our Company and each Series will be made by our Manager in its discretion, including those involving conflicts of interest, and may not be resolved in a manner favorable to Investors.

All management authority of the Company is vested in the Manager. The Investors have no authority to make operational decisions or to participate in the management of or to exercise business discretion with respect to the Company and are not entitled to vote on any matter other than in very limited circumstances. Where the Manager's authority is subject to "discretion," the Manager may consider only those interests and factors it chooses, including its own interests, and has no duty (including any fiduciary duty) or obligation to give any consideration to any interest of or factors affecting the Company, any Series, or any Investor. Thus, the Manager may choose to take, or not take, certain actions on behalf of the Company when one or more Investors would have chosen differently.

Because the Manager is the sole manager of the Company and each Series, including SCS, and has a significant financial interest in the Company as the sole member of the Company, and is permitted to conduct related business activities outside of the Company, certain conflicts of interest with respect to the Manager may arise from time to time, particularly with respect to its affiliated production company and transactions or negotiations between the production company and the Series.. There is no guarantee these conflicts will be resolved in a manner favorable to Investors.

Any valuation at this stage is difficult to assess.

The valuation for the offering was established by the Manager based primarily upon the amount of capital the Manager has determined is necessary to fully and successfully develop each of SCS's Projects. This amount is not related to SCS's assets, book value, or results from operations. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment.

There is no escrow agent in this offering and moneys will not be held in any segregated or secured account pending acceptance or rejection.

Subscription funds will be susceptible to rights of third party creditors without protection. Furthermore, subscription commitments will generally be irrevocable, with limited exceptions, until such time as subscriptions are accepted or rejected. The Company may reject any subscriptions in whole or in part for any reason or for no reason. Funds for any subscription, or any portion thereof, that is rejected

will be returned to the applicable Investor without any payment of interest on such funds and, as a result, such investors will not receive returns on subscription funds that may have been available if such funds were invested elsewhere.

Using a credit card to purchase Profit Units may impact the return on your investment as well as subject you to other risks inherent in this form of payment.

Investors in this offering have the option of paying for their Profit Units with a credit card, which is not usual in the traditional investment markets. Transaction fees charged by your credit card company (which can reach 5% of transaction value if considered a cash advance) and interest charged on unpaid card balances (which can reach almost 25% in some states) add to the effective purchase price of the Profit Units you buy.

The cost of using a credit card may also increase if you do not make the minimum monthly card payments and incur late fees. Using a credit card is a relatively new form of payment for securities and will subject you to other risks inherent in this form of payment, including that, if you fail to make credit card payments (e.g. minimum monthly payments), you risk damaging your credit score and payment by credit card may be more susceptible to abuse than other forms of payment. Moreover, where a third-party payment processor is used, your recovery options in the case of disputes may be limited. The increased costs due to transaction fees and interest may reduce the return on your investment.

The SEC’s Office of Investor Education and Advocacy issued an Investor Alert dated February 14, 2018 entitled: Credit Cards and Investments – A Risky Combination, which explains these and other risks you may want to consider before using a credit card to pay for your investment.

This Offering involves “rolling closings,” which may mean that earlier Investors may not have the benefit of information that later Investors have.

We may conduct a closing at any time and from time to time. At that point, Investors whose subscription agreements have been accepted will become holders of Profits Units. In light of our early stage of development, our business is likely to change significantly during the offering period. We may file supplements to our Offering Circular reflecting material changes and Investors whose subscriptions have not yet been accepted will have the benefit of that additional information. These Investors may withdraw their subscriptions and get their money back. Investors whose subscriptions have already been accepted, however, will already be members of a Series and will have no such right.

Our Operating Agreement requires disputes be resolved through an alternate dispute resolution process involving first required negotiations between the parties followed, if unsuccessful, by arbitration; and Investors will only be able to seek recourse in the courts with the consent of the opposing party to the dispute.

Our Operating Agreement provides that any dispute, claim, question, or disagreement among Series members or among the Manager and/or one or more Series members, or any other parties to the Operating Agreement or a Series Agreement, arising from or relating to the Operating Agreement, any Series Agreement, other than allegations of violations of federal or state securities laws, will be subject to, first, a required negotiation process between the parties followed, if unsuccessful, by arbitration. Litigation over any such disputes may only be initiated if all of the disputing parties agree. Furthermore, our Operating Agreement includes a provision under which Investors waive the right to a jury trial as to any matter under the Operating Agreement or any Series Agreement or in any other way relating to the Company, a Series or the relations under the Operating Agreement or otherwise as to the Company or any Series.

We believe these provisions are important because the goal of the Company and its Series is to generate profits to share with Investors and disputes involving the Company, a Series or the Manager could materially negatively impact the profitability of our Series and divert the attention of our Manager from the business of the Company and its Series. Nevertheless, Investors may have a less favorable resolution of any dispute that would be available through litigation. Furthermore, these provisions will effectively prevent Investors from bringing any class action lawsuit or seek remedy as a class, which could significantly increase an Investors individual costs in connection with any dispute.

In addition, if we opposed a jury trial demand based on the waiver in the Operating Agreement, a court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. We believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of Delaware, which governs the agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to our Operating Agreement. If you bring a claim against in connection with our Operating Agreement, you may not be entitled to a jury trial, which may have the effect of limiting and discouraging lawsuits against the Company or any Series. If a lawsuit is brought, it may be heard only by a judge or justice of a court in Los Angeles, California or in the Chancery Court in the State of Delaware or the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a

trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action. You should consult legal counsel regarding the jury waiver provision before entering into the subscription agreement.

Our subscription agreement has a forum selection provision that requires disputes be resolved in certain jurisdictions regardless of convenience or cost to you, the Investor.

In order to invest in this offering, Investors will agree to resolve disputes arising under the subscription agreement in state or federal courts located in the State of California. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. We believe that the exclusive forum provisions in our subscription agreement would apply to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such provisions in this context. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provisions in our subscription agreement will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. You will not be deemed to have waived the Company’s or any Series’ compliance with the federal securities laws and the rules and regulations thereunder.

This forum selection provision may limit your ability to obtain a favorable judicial forum for disputes with us. Although we believe the provision benefits us by limiting our litigation costs, to the extent it is enforceable, the forum selection provision may limit Investors’ ability to bring claims in judicial forums that they find favorable to such disputes, may increase Investors’ costs of bringing suit and may discourage lawsuits with respect to such claims. Alternatively, if a court were to find either provision inapplicable to, or unenforceable in an action, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

Investors in this offering may not be entitled to a jury trial with respect to claims arising under the subscription agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under the agreement.

Investors in this offering will be bound by the subscription agreement, which includes a provision under which Investors waive the right to a jury trial of any claim they may have against the Company or the Series arising out of or relating to the agreement, including any claims made under the federal securities laws. By signing the agreement, the Investor warrants that the Investor has reviewed this waiver with his or her legal counsel, and knowingly and voluntarily waives the Investor’s jury trial rights following consultation with the Investor’s legal counsel. If we opposed a jury trial demand based on the waiver in the subscription agreement, a court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by a federal court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of Delaware, which governs the agreement, by a federal or state court in the State of Delaware. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the subscription agreement. You should consult legal counsel regarding the jury waiver provision before entering into the subscription agreement.

If you bring a claim against the Company or a Series under the subscription agreement, including claims under the Securities Act, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against the Company. If a lawsuit is brought against the Company or a Series, it may be heard only by a judge or justice of the federal or state courts in California, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action.

Nevertheless, if the jury trial waiver provision of our subscription agreement is not permitted by applicable law, an action could proceed with a jury trial. No condition, stipulation or provision of the subscription agreement serves as a waiver by any holder of the Company’s Securities or by the Company or a Series of compliance with any substantive provision of the federal securities laws and the rules and regulations promulgated under those laws.

DILUTION

Our Manager, as the sole holder of voting units of the Company and each Series, has the ability to amend our Operating Agreement and each Series Agreement to authorize additional profits units or other securities in each series. After your purchase in this offering, the Manager may elect to: (i) authorize and sell additional profits units or other equity interests in the Series in this or future public offerings (whether on Form 1-A or otherwise), (ii) authorize and issue profits units or other equity interests in private offerings or (iii) authorize and issue profits units or other equity securities for payment as compensation to our Manager or third parties. To the extent we issue additional equity securities in a Series after your purchase shares of that series in this offering, your percentage ownership interest in that series will be diluted. In addition, to the extent that we issue additional profits units that, collectively, entitle holders to a certain percentage of the profits of that Series, your pro rata share of such profits will be reduced. In addition, depending upon the terms and pricing of any additional offerings and the value of our investments, you could also experience dilution in the book value and fair value of your Profits Units.

PLAN OF DISTRIBUTION

Plan of Distribution

The Company is offering up to 150,000 Class A Profits Units of on a best efforts basis, as described in this Offering Circular. There is no minimum offering amount that must be reached before subscriptions can be accepted by the Company.

The cash price per Unit is $100.00. The minimum subscription by an Investor in this Offering is $100, or one Class A Profits Unit.

An Offering Statement on Form 1-A related to an offering of units of Series Calculated Sequels was originally qualified on September 6, 2022 and included a minimum offering amount. The Company eliminated the minimum offering amount as well as the use of an escrow agent in its Post-Qualification Amendment No.1 filed on October 24, 2022. As a result of the elimination of the minimum offering amount, the original offering was terminated. The initiation of a new offering of Class A Profit Units can occur only after all investor funds from the original offering have been returned and in connection with the qualification of a Post-Qualification Amendment to the Company Offering Statement. The Company did not receive any subscriptions or investor funds in connection with the original offering.

The company will publicly market the offering using general solicitation through methods that include emails to potential investors, online advertisements, and press releases. We will use the website www.onedoorstudios.com, blogs, and other social media to provide notification of the Offering. Persons who desire information will be directed to a landing page for the specific Series, found at www.onedoorstudios.com/projects, which describes the Offering and is operated by the company.

This Offering Circular will be furnished to prospective investors via download 24 hours per day, 7 days per week on the company’s websites, www.onedoorstudios.com, on a landing page that relates to the offering.

This Offering will terminate on (i) the date at which the maximum Offering amount of all Profits Units has been sold, (ii) the date at which the Offering is earlier terminated by the Company, in our Manager’s sole discretion or (iii) the date that is three years from this Offering being qualified by the SEC (as applicable, the "Termination Date").

Those persons who want to invest in the Securities must sign a subscription agreement (the "Subscription Agreement"), which will contain representations, warranties, covenants, and conditions customary for private placement investments in limited liability companies. See "– Subscription Process" below for further details. A copy of the form of Subscription Agreement is attached as an exhibit to the Offering Statement of which this Offering Circular forms a part.

The Company has engaged Dalmore Group, LLC (“Broker”), a broker-dealer registered with the Commission and a member of FINRA, to act as the broker-dealer of record for this Offering, but not for underwriting or placement agent services. As compensation, the Company has agreed to pay Broker a commission equal to 1% of the amount raised in the Offering to support the Offering on all invested funds after the issuance of a No Objection Letter by FINRA. In addition, the Company has paid Broker a one-time advance set up fee of $5,000 to cover reasonable out-of-pocket accountable expenses actually anticipated to be incurred by Broker, such as, among other things, preparing the FINRA filing. Broker will refund any fee related to the advance to the extent it is not used, incurred, or provided to the Company. In addition, the Company will pay a one-time $20,000 consulting fee that will be due immediately after FINRA issues a No Objection Letter.

Any Investor desiring to engage separate legal counsel or other professional advisors in connection with this Offering will be responsible for the fees and costs of such separate representation.

Selling Investors

No Securities are being sold for the account of any existing investors or members of the Company or its Series. All net proceeds of this Offering (after payment as described in this Offering Circular) will be paid to SCS.

Investor Suitability Standards

The Securities in this Offering are being offered and sold only to "qualified purchasers" (as defined by Regulation A), which include: (i) "accredited investors" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act and (ii) all other investors so long as their investment in any securities (in connection with this Offering or any other offering under Regulation A) does not represent more than ten percent (10%) of the greater of their annual income or net worth (for natural persons), or ten percent (10%) of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons).

For an individual potential investor to be an "accredited investor" for purposes of satisfying one of the tests in the "qualified purchaser" definition, the potential investor must be a natural person who has:

·an individual net worth, or joint net worth with the person's spouse, that exceeds $1,000,000 at the time of the purchase, excluding the value of the primary residence of such person and the mortgage on that primary residence (to the extent not underwater), but including the amount of debt that exceeds the value of that residence and including any increase in debt on that residence within the prior 60 days, other than as a result of the acquisition of that primary residence; or

·earned income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year.

If the potential investor is not a natural person, different standards apply. See the form of Subscription Agreement for the full definition of “accredited investor”.

The Company reserves the right to reject any Investor's subscription in whole or in part for any reason, including if the Company determines in its sole and absolute discretion that such Investor is not a "qualified purchaser" for purposes of Regulation A, that such Investor is subject to the Employee Retirement Income Security Act of 1974 and regulations thereunder, as amended ("ERISA") or that such investment would subject us to any additional regulatory or governmental requirements, such as the prohibited transaction rules of the U.S. internal revenue code.

If a potential investor lives outside the United States, it is his/her/its responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase, including obtaining required governmental or other consent and observing any other required legal or other formalities.

The Manager and Broker, in its capacity as broker of record for this Offering, will be permitted to make a determination that the Investors in this Offering are "qualified purchasers" in reliance on the information and representations provided by such Investor regarding the Investor's financial situation. Before making any representation that this investment does not exceed applicable federal thresholds, prospective investors should review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, prospective investors should refer to http://www.investor.gov.

An investment in the Securities may involve significant risks. Only Investors who can bear the economic risk of the investment for an indefinite period of time and the loss of their entire investment should invest in the Securities. See "Risk Factors," above.

Broker

Broker will serve as the broker of record for this Offering pursuant to a broker-dealer agreement by and among the Broker and the Company, effective as of October 26, 2021 (the "Brokerage Agreement"). A copy of the Brokerage Agreement is attached as an exhibit to the Offering Statement of which this Offering Circular forms a part.

The Broker is a registered broker-dealer, member of FINRA and SIPC, and is registered with the Commission and in each state where the Offering and sale of the Securities will occur. The Broker is located at 525 Green Place, Woodmere, New York 11598.

The Broker performs the following operations and compliance services in connection with the sale of the Securities as a broker-of-record:

·Make any required FINRA filings related to the Offering, including filings required under Rule 5110;

·Accept Investor data from the Company;

·Review and process Investor information, including Know Your Customer (KYC) data, perform Anti-Money Laundering (AML) and other compliance background checks, and provide a recommendation to the Company whether or not to accept each Investor;

·Review each Investor's Subscription Agreement to confirm such Investor's participation in the Offering, and provide a determination to the Company whether or not to accept the Subscription Agreement for the Investor's participation;

·Contact and/or notify the Company, if needed, to gather additional information or clarification regarding any Investor;

·Keep Investor details and data confidential and not disclose such information to any third party except as required by regulators or in performance of its obligations under the Brokerage Agreement (e.g., as needed for AML and background checks); and

·Coordinate with third-party service providers to ensure adequate review and compliance.

The Broker will not act as a finder, placement agent, or underwriter in connection with this Offering. The Broker will receive a Brokerage Fee (see below) but will not purchase or solicit the purchase of any Securities and, therefore, will not be eligible to receive any finder's fees or any underwriting or placement agent discounts or commissions in connection with this Offering of Securities. In addition, the Broker will not provide any investment advice nor any investment recommendations to any Investor or prospective investor.

No Escrow

The Company has not engaged an escrow agent in connection with the Offering and moneys will not be held in any segregated or secured account pending acceptance or rejection of an Investor’s subscription.

Transfer Agent

Colonial Stock Transfer Company, Inc. (“Colonial”) serves as the transfer agent for the Securities pursuant to an agreement by and between Colonial and the Company, effective as of October 12, 2022 (the "Transfer Agent Agreement"). Colonial is headquartered in Salt Lake City, Utah.

Colonial maintains a record of ownership, including contact information, of the Company's Investors. Colonial is also responsible for transfer, issuance, and cancellation of the Profits Units, including assisting registered Investors and fulfilling their requests for transferring their Profits Units. The Company must indemnify Colonial against any losses arising out of the Company's breach of its obligations, representations, or warranties.

The Company will generally be responsible for fees due to Colonial, which are categorized as part of the Offering Expenses described in the "Fees and Expenses" section below.

Fees and Expenses

Brokerage Expenses

As compensation for providing certain broker-dealer services to the Company and its Series in connection with this Offering, Each Series will pay the Broker a fee equal to one percent (1%) of the aggregate amount raised by such Series through this Offering (the "Brokerage Fee"). The Brokerage Fee will be payable from the proceeds of this Offering applicable to such Series. In addition to the Brokerage Fee, the Company has agreed to pay the Broker a one-time advance set-up fee of $5,000. The Company will also fund $11,750 in FINRA Corporate Finance filing fees which represents the fee for the maximum offering size of $75,000,000 of issuance in the upcoming twelve-month period. The set-up fee is to facilitate the Offering, including conducting due diligence and covering out-of-pocket expenses. Any unused portion of these fees will be reimbursed to the Company. The Company will also pay the Broker a one-time consulting fee of $20,000 in exchange for general consulting services provided in connection to the Offering upon the issuance of No Objection Letter by FINRA.

Other Offering Expenses

The Company expects to allocate all expenses of the Offering, other than the Brokerage Fees, among all of the Series of the Company, including the additional fees payable to the Broker, as discussed above. These other Offering expenses consist of legal, accounting, transfer and recording, filing, banking, and compliance costs, as applicable, related to the Offering and are estimated to be $496,140.

If SCS is the only Series established by the Company, SCS would be allocated 100% of all Offering expenses and would reimburse the Manager for all Offering expenses out of the net proceeds (after Brokerage Fees) from the Offering of its Profits Units.

Additional Information

The Company has not authorized anyone to provide information other than as set forth in this Offering Circular. Except as otherwise indicated, all information contained in this Offering Circular is accurate only as of the date of this Offering Circular, regardless of the time of delivery of this Offering Circular or any sale of Securities.

Neither the delivery of this Offering Circular nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the Company's affairs since the date of this Offering Circular.

From time to time, the Company may provide an "Offering Circular Supplement" or other amendment that may add, update, or change information contained in this Offering Circular. Any statement made in this Offering Circular will be modified or superseded by any inconsistent statement made by the Company in a subsequent Offering Circular Supplement or amendment. The Offering Statement filed with the Commission, of which this Offering Circular forms a part, includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular. Investors should read this Offering Circular and the related exhibits filed with the Commission and any Offering Circular Supplement or amendment, together with additional information contained in the Company's annual reports, semiannual reports, and other reports and information statements that the Company will file periodically with the Commission.

The Offering Statement and all amendments, supplements, and reports that the Company has filed or will file in the future can be read on the Commission website at www.sec.gov. The contents of the Platform (other than the Offering Statement, this Offering Circular, and the exhibits thereto) are not incorporated by reference in or otherwise a part of this Offering Circular.

Subscription Process

After the Commission has qualified the Offering Statement, the Company will accept tenders of funds to purchase the Securities. The company may close on investments on a “rolling” basis (so not all Investors will receive their Units on the same date).

In order to invest you will be required to subscribe to the offering via the Series-specific landing page found at www.onedoorstudios.com/projects and agree to the terms of the Offering, the Subscription Agreement and any other relevant exhibit attached thereto.

Investors will be required to submit payment for the Profits Units at the time of subscription by tendering funds via check, credit card, debit card, wire or ACH.

The Manager and the Broker will review the completed and signed subscription documentation. Investors may be asked to provide additional information. The Manager or the Broker will contact such Investor directly or through the Platform. The Company and its agents reserve the right to reject any subscriptions, in whole or in part, for any or no reason, and to withdraw the Offering or any portion thereof at any time prior to the Termination Date.

Once the review is complete, the Manager will inform Investors whether or not their application to subscribe for the Profits Units is approved or denied and if approved, the amount of Profits Units for which they are entitled to subscribe, which notice may be provided by accepting the subscription on the Platform. If a subscription is rejected in whole or in part, then any subscription payments (being the entire amount if the application is rejected in whole or the payments associated with those subscriptions rejected in part) will be refunded promptly, without interest or deduction.

If all or a part of a subscription is approved, then the Profits Units for which such Investor has subscribed will be issued to such Investor at the applicable Closing, and the subscription monies therefor may be immediately transferred from the Company to the account of SCS as consideration for the Profits Units.

If any information about "qualified purchaser" status changes prior to issuance of any Profits Units, such Investor must notify the Manager immediately using the contact details set out in the Subscription Agreement.

Investor Perks

To encourage participation in the offering, the Company is providing specific perks for Investors. The Company is of the opinion that these perks do not alter the sales price or cost basis of the securities in this offering. Instead, the perks are promotional items intended as a “thank you” to Investors that help the company achieve its mission. However, it is recommended that investors consult a tax professional to fully understand any tax implications of receiving any perks before investing. The perks available to Investors that make a minimum investment of at least $250 are as follows:

	•	`$250 —` A special "Thank You" with Investor’s name in the credits of each film. Plus, an author signed copy of your choice of book in the Calculated Series.

	•	`$500:` Investor’s photo included in the Company’s mosaic in the "Thank You" credits of each film. Plus previous perk and your choice of an Investor exclusive Calculated Series Snapback hat or T-shirt.

	•	`$1,000:` Online access to exclusive members only video footage and updates during development and production of each film. Plus, previous perks. Plus a 2nd author signed book and another choice of investor exclusive Calculated Series Snapback hat or T-shirt.


	•	`$2,500:` A digital autographed picture of the main cast, and a signed hardback sequel of your choice from the author Nova McBee. Plus, previous perks.

	•	`$5,000:` An invitation for two to the cast and crew screening of one film. Plus, previous perks.

	•	`$10,000:` An invitation to be an extra cast member in one picture. Travel and accommodation not included. Plus, previous perks.

	•	`$25,000:` An invitation to an exclusive Actors and Producers Meet & Greet Event. Plus, previous perks.

	•	`$100,000:` An Associate Producer credit on one film. Plus, previous perks.

	•	`$500,000:` An Associate Producer Credit on all three films. Plus previous perks.

	•	`$1,000,000:` An Executive Producer credit on one film. Plus, previous perks.

These rewards are subject to availability and we reserve the right to change these rewards at any time as needed.

Provisions of Note in the Subscription Agreement

Forum Selection Provision

The Subscription Agreement includes a forum selection provision that requires any claims against the Company or a Series based on the Subscription Agreement to be brought in a state or federal court of competent jurisdiction in the State of California, for the purpose of any suit, action or other proceeding arising out of or based upon the Subscription Agreement. Although we believe the provision benefits us in limiting our litigation costs, to the extent it is enforceable, the forum selection provision may limit Investors’ ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. The Company has adopted the provision to limit the time and expense incurred by the Manager and its principals to challenge any such claims.

As a company with a small management team, this provision allows the Manager and its principals to not lose a significant amount of time traveling to any particular forum so they may continue to focus on operations of the company and the Series. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. We believe that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Investors will not be deemed to have waived the Company’s or a Series’ compliance with the federal securities laws and the rules and regulations thereunder.

Jury Trial Waiver

The Subscription Agreement provides that Investors waive the right to a jury trial of any claim they may have against us arising out of or relating to the Subscription Agreement, including any claim under federal securities laws. By signing the Subscription Agreement an Investor will warrant that the Investor has reviewed this waiver with the investor’s legal counsel, and knowingly and voluntarily waives his or her jury trial rights following consultation with the Investor’s legal counsel. If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable given the facts and circumstances of that case in accordance with applicable case law. In addition, by agreeing to the provision, Investors will not be deemed to have waived the company’s compliance with the federal securities laws and the rules and regulations promulgated thereunder.

USE OF PROCEEDS

The net proceeds of a fully subscribed offering to the Class A Profits Units of SCS will be approximately $14,353,860, after deducting the estimated offering expenses of approximately $646,140.

The following table sets forth the planned use of the net proceeds under various funding scenarios:

	*25% of Maximum Offering Amount*	*50% of Maximum Offering Amount*	*75% of Maximum Offering Amount*	*Maximum Offering Amount*
Gross Offering Proceeds	$3,750,000	$7,500,000	$11,250,000	$15,000,000
Less:
Brokerage Fees	$37,500	$75,000	$112,500	$150,000
Estimated Offering Expenses	$124,035	$248,070	$372,105	$496,140
Estimated Net Offering Proceeds
Literary rights, motion picture options, and writing fees (1)	$562,500	$1,125,000	$1,687,500	$2,250,000
Director and actor production retainers	$1,200,000	$2,400,000	$3,600,000	$4,800,000
Production manager and casting director fees	$75,000	$150,000	$225,000	$300,000
Marketing and distribution expenses	$340,440	$680,880	$1,021,320	$1,361,760
Media Buy	$562,500	$1,125,000	$1,687,500	$2,250,000
Development talent and professional fee	$562,500	$1,125,000	$1,687,500	$2,250,000
General overhead	$306,744	$ 613,488	$920,232	$1,226,976
Total	$ 3,609,684	$ 7,219,368	$ 10,829,052	$14,438,736
Operating reserve	$140,316	$280,632	$420,948	$561,264

(1) Includes amounts to be reimbursed to the Manager or its affiliates for expenses incurred on behalf of SCS.

Because the Offering is a “best efforts” offering, we may close the offering of Class A Profits Units in SCS without sufficient funds for all the intended purposes set out above, or even to cover the costs of the Offering.

The above figures represent only estimated costs. This expected use of net proceeds from this Offering represents our intentions based upon our current plans and business conditions. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors. As a result, our Manager will retain broad discretion over the allocation of the net proceeds from this Offering. Our Manager may find it necessary or advisable to cause SCS to use the net proceeds from this Offering for other purposes, and our Manager will have broad discretion in the application of net proceeds from this Offering.

We reserve the right to change the above use of proceeds if our Manager believes it is in the best interests of the Company and SCS.

COMPANY'S BUSINESS

History and Structure

The Company was founded in 2021 by Stephen Wollwerth, Jason Brents, and John Lee, through One Door Studios LLC, to open the door for qualified investors to invest in and own an interest in major-studio-caliber motion picture and television series projects.

OneDoor Studios LLC (our “Manager”) is the manager of the Company and each Series. As a Delaware series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law. This would include all contractual obligations of a Series such as the obligations to pay fees to our Manager under our Operating Agreement") and the Series Agreement of the relevant Series. This would also include the portion of any shared fees, costs or expenses that have been allocated among Series by our Manager.

Business Process

The process of making a film or television series involves three major stages: development, production and distribution / promotion. The business of SCS is to develop up to three film Projects with the expectation that the rights, title and interest to each fully-developed Project would then be purchased by a company formed by our Manager to produce the Project for distribution. The form of purchase agreement between SCS and the production company provides that the purchase price for a Project will be equal to 1.12 times the total development funding received from investors in SCS. The Series would also be entitled under the purchase agreement to 50% of the profits generated by the production company. Please see the form of purchase agreement, attached as an exhibit to the Offering Statement of which this Offering Circular forms a part, for the terms upon which SCS would sell a Project to the Manager-affiliated production company.

Securities Being Offered:

We are offering up to 150,000 Class A Profits Units of OneDoor Studios Entertainment Properties LLC Series Calculated Sequels, or SCS, at price of $100 per Unit.

SCS is a separate Series of our Company for purposes of assets and liabilities. The Profits Units being offered hereby are non-voting except with respect to certain matters set forth in our Operating Agreement, the Series Agreement for this Series and the applicable Series Designation. The purchase of Profits Units is an investment only in SCS and not an investment in our Company as a whole.

Units Outstanding Before this Offering:

SCS has 9,424.61 Class CF Profits Units and 0 Class A Profits Units outstanding as of the date hereof. See “Securities Being Offered” for more information.