PROBLEM: You're a keen young film maker in a foreign land, with a good script but no funding to pay for actors' wages, location rentals, production or editing facilities. Solution: You ask lots of people very nicely to provide their talents and services for free, and you go ahead and make your film despite the lack of dosh. That's the story behind one of New Zealand's newest feature films, Memories of Tomorrow, an 86-minute thriller about an assasin who has forgotten his own history but whose past catches up with him. The film was screened for the first time to industry representatives in Auckland in early March.

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Writer, producer and director Amit Tripuraneni, who came to New Zealand from New Delhi on a student visa in 2003 to study at the South Seas Film School, wrote the script over 12 days in January 2004. The 27-year-old joined forces with a friend from the class of '03, 21-year-old Lance Wordsworth, and set about the ambitious task of making the film on an ultra-low budget.

Tripuraneni convinced an uncle in India to invest $8,000 in exchange for a 25% return on any future profits, and the pair coughed up a further $7,000 from their own back pockets. With just $15,000 in the kitty, they were able to pay for essentials like food and drink for the crew while on location, props and art work -but not wages.

Their only other asset was enthusiasm, the quality of the short films and videos they'd made in the past, and the script - all of which was was enough to win endorsement of actors' agent Kathryn Rawlings, who agreed to promote the project to actors on her books. "I coud see that if he had some good actors, there was a lot of potential in the sort of stuff he'd been making," says Rawlings. "He was also very unfortunate that at the time he was putting this project together there was very little other work out there, and so actors generally were hungry just to keep working on their craft."

Two experienced actors- Ray Trickitt and Richard Thompson - liked the script and agreed to work on the film for nothing, and eventually a cast of six and a crew of 31 was assembled.

Then there was the problem of locations - the filmmakers needed ten of them scattered around Auckland. No problem, said companies like Spencer on Byron Hotel, Auckland Internationa Airport and Hard to Find Bookshop in Onehunga, which offered their permises for nix. A mate of Wordsworth's father offered them the use of his large house for the scenes that needed to be shot in a mansion, and another contact loaned a $2,500 glidecam for the project's duration.

"That kind of trust was frightening but at the same time very humbling," says Tripuraneni.

The movie was shot on Wordsworth's $8,000 digital camera, and all filming was done during weekends over about five months in 2004 (both Tripuraneni and Wordsworth have day jobs, at South Seas and Studio 2 respectively). When the team needed a film editor to hone the final product, they called up another member of the class of '03, Benji Dalton, who had gone home to the US at the end of the course. He sold his car to pay for his plane ticket, and set to work five days a week for three-and-a-half months on post-production at South Seas studios. Payment was by way of a diet dominated by noodles, a bed at Tripuraneni's place, and the experience of working on a feature film.

Tripuraneni hopes the movie's themes of loneliness and identity will attract the interest of international distributors. That rremains to be seen, but the entrepreneurial film makers are well aware that fame and fortune can develop from low-budget beginnings. Wordsworth: " Just look at Peter Jackson. He did exactly the same as we did - he just hung out with the people who were passionate about film making, and he didn't care about the money. Hopefully one day we can be like him."