IMPACT Media Group

Exclusive Investment Opportunity in

Convertible Note Offering under SEC Regulation D 506(c) and Regulation S

SEC Regulation D - Rule 506(c) and Regulation S Offering Notice

IMPACT Media Productions Group Inc. dba IMPACT Media Group is currently conducting a private offering under SEC Regulation D, Rule 506(c) and Regulation S. This offering is available exclusively to accredited investors in the United States and to non-U.S. persons as defined by Regulation S. The offering complies with all applicable SEC guidelines and is structured to provide full transparency throughout the process.

Below, you will find comprehensive access to the proposed offering details, including marketing materials, offering documents, and supporting information. We encourage you to review all materials carefully and perform your due diligence. Please consult your financial, legal, and tax advisors before making any investment decisions.


Corporate Materials and Offering Documents

Below you have access to the following documents for download:

All other documents, including the Term Sheet, Investment Agreement, Revenue Sharing Note, and Stock Restriction Agreement (the "Offering documents"), will be available for review and signature, once you click the Invest Now button below.

Convertible Note Offering.

The proposed offering information is provided for discussion purposes only. Final offering terms may vary.

  • Total Offering Amount: Up to USD $10,000,000.

  • Interest Rate: Calculated as a function of the time required to repay the Repayment Amount fully.

  • Min. Investment: USD $25,000.

  • Repayment Amount: Two times (2x) the principal investment amount.

  • Revenue Percentage: Two and one-half percent (2.5%) of the Company’s Gross Revenues, serving as the repayment source.

  • Note Term: The earlier of (i) full repayment of the Repayment Amount or (ii) five (5) years from the date of issuance.

  • Note Conversion: Investors may convert the principal investment amount into Company securities at a 50% discount to the price of securities offered, with no additional payments required.

  • Stock Incentive: Right to purchase one (1) share of common stock for every $5 of principal investment at a nominal price of $0.01 per share (e.g. $25,000 investment grants 5,000 shares for $50).

  • Warrants: Two (2) separate warrants granting the right to purchase Company securities up to the original principal investment amount: Warrant 1: At a 50% discount to the offered price and Warrant 2: At a 25% discount to the offered price.

  • Investment Perks: Includes opportunities for public recognition, exclusive event access, VIP experiences, production credits, and other unique benefits. These perks are tied to investment levels and are subject to the sole discretion of the Company.

Funding Requirements and Use of Proceeds

*The chart above shows fund allocation across different funding levels, reflecting the company s ability to execute its plan without necessarily limiting its potential for success.

The allocation of funds is based on current estimates and is subject to change based on business needs, market conditions, and other factors. Content development expenses may include, but are not limited to, location fees, event costs, talent, production resources, and related expenditures. The company reserves the right to adjust allocations as needed and assumes no obligation to update this information or guarantee the accuracy, completeness, or final distribution of funds.

IMPACT Media seeks up to $10 million for its launch strategy, with proceeds allocated as follows:

Click image to enlarge.

Why Invest in IMPACT Media Group?

Massive Market Potential:

$250B+ OTT industry in 2025; $500B+ philanthropy sector

Diversified Revenue Streams:

Sponsorships, licensing, events, private-label products, memberships

“Content with a Cause” Model:

Bridging entertainment and philanthropy at scale

Strong Financial Trajectory:

Targeting positive cash flow by Month 11 and $114.9M net income by Year 4

Tech-Driven Engagement:

Blockchain transparency, AI-driven personalization, gamification

Legacy of Impact:

The future-proofed strategy aligns with next-gen consumers, blending entertainment with global good

Proven Leadership:

Co-founded by Jeff Hoffman (co-founder of Priceline.com / Booking.com and uBid.com), plus industry-leading partners

Financial Projections

  • Net cash flow positive by month 11

  • Annual net income growth: From $2.8 million in the first year to $114.9 million by the fourth year

  • Cumulative net earnings: $230.8 million over four years

  • Performance variability: Actual results may be affected by market volatility, regulatory changes, operational challenges, economic conditions, and other

All numerical figures- including, but not limited to, revenue projections, expected returns, investment multiples, and share prices- are provided for illustrative purposes only and do not guarantee future performance. Actual outcomes may differ substantially due to fluctuations in market conditions, economic factors, regulatory shifts, and unforeseen operational hurdles.

Legal Disclaimers

This private placement of securities is being conducted under Rule 506(c) of Regulation D for U.S. investors and under Regulation S for non‑U.S. investors. Accordingly, the offering is available only to investors who (i) have their accredited‑investor status independently verified (if located in the United States) or (ii) are non‑U.S. persons purchasing in offshore transactions (if located outside the United States). No public solicitation is intended or permitted.

The securities have not been registered under the Securities Act of 1933 or any state securities laws. They may be offered or sold in the United States only pursuant to an effective registration statement or a valid exemption, and under Regulation S may not be resold in the United States or to U.S. persons for at least six (6)  months after the closing unless an exemption is available. All certificates or book‑entry positions will carry restrictive legends reflecting these transfer limitations.

Investment in these securities is highly speculative and illiquid. There is no public market for the securities today, and none may develop. Prospective purchasers should expect that they may be unable to sell or otherwise dispose of their investment for an extended period, if ever, and should be prepared to bear the economic risk of a complete loss.

The information provided here is preliminary, subject to completion, and does not constitute investment, legal, or tax advice. Each prospective investor must perform its own due diligence and rely on its own advisers before committing to invest. Indications of interest are non‑binding, and no funds or other consideration will be accepted until all required regulatory filings have been completed; any unsolicited payments will be returned.

Offering materials may contain “forward‑looking statements” based on current expectations and assumptions that involve risks and uncertainties. Actual results could differ materially from those projected, and the issuer undertakes no duty to update such statements except as required by law.