PRIVATE PLACEMENT MEMORANDUM
DESCENDING DOVE PICTURES, LP
$10,000,000
100 Units of Limited Partnership Interests
At $100,000 Per Unit / $40 Per Share
Minimum Investment: One Unit/ 2,500 Shares ($100,000)
FOR ACCREDITED INVESTORS ONLY
DESCENDING DOVE PICTURES, LP, a California Limited Partnership (the “LP”) formed in October 2010. The manager of the Limited Partnership is: Nubogafalser Group of Companies, Inc.(the “Manager”). See “BUSINESS” and “MANAGEMENT.”
The LP’s principal investment objective(s) is to:
1) Earn revenue and provide periodic cash distributions to Members from the sale of Christian & Spiritual awareness entertainment. There is no assurance that the LP will achieve its investment objectives.
2) This investment involves significant risk. See .RISK FACTORS.
The LP is offering One (100) Units of limited partnership interests (the Units.) to prospective investors (the Members.) for a purchase price of One Hundred Thousand Dollars ($100,000) per Unit. Each Unit will consist of Twenty Five Hundred (2,500) shares of DESCENDING DOVE PICTURES, LP at Forty Dollars ($40) per share. Investors will also receive a ten (10%) percent tax donation receipt since ten (10%) percent of the investor’s initial investment will be allocated to help fund Grameedirsel Foundation, Inc. (www.grameedirsel.org) a nationally recognized California and IRS non-profit that provides housing and employment to talented homeless men, women as well as providing housing and jobs to senior citizens and the disable/handicap. See. HUMANITARIAN BENEFIT FOR INVESTORS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
| Sale Price | Expenditures | Proceeds To Company | |
| Per Unit | $ 100,000 | $0 | $ 100,000 |
| Maximum | $10,000,000 | $0 | $10,000,000 |
*See footnotes on following page
The Date of this Memorandum is May 7, 2012
