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Rolling Raise™ – NFT Equity Units – Regulation D

Own a Piece of Digital Services' Future — Starting at Current FMV

3Sixty6 Media's Rolling Raise™ lets you invest in tokenized NFT Equity Units with transparent FMV pricing, 6-month lockup, and post-lockup liquidity. Join the digital transformation of 10,000+ small businesses.

Backed by proven DREAMS™ frameworks | 65–70% target gross margins | $1.2M ARR with 200% YoY growth trajectory | SEC-compliant tokenized equity structure

Limited Time Opportunity
Current FMV: $0.01/share

FMV adjusts quarterly based on revenue performance. Early investors benefit from lower entry prices.

6-Month Lockup Period
Post-Lockup Liquidity
SEC Reg D & Reg CF Compliant

Investment Overview

Understanding 3Sixty6 Media's NFT Equity Units and Rolling Raise™ model

What Are NFT Equity Units?

1,000
Shares per NFT Certificate
$0.01
Current FMV per Share
$10
Minimum Investment (1 NFT)

Each NFT Equity Unit is an ERC-1155 digital certificate representing 1,000 common shares of 3Sixty6 Media, LLC. Unlike traditional equity, these tokenized certificates provide unprecedented transparency, automated compliance, and a clear path to post-lockup liquidity.

The Problem We Solve: Traditional startup equity is illiquid for years, opaque in valuation, and expensive to manage. Our tokenized model provides real-time FMV tracking, 6-month lockup (vs. years), and automated secondary market access post-lockup.

Our Traction: $1.2M ARR | 200% YoY growth | Partnerships with leading SMB platforms | Proprietary DREAMS™ frameworks delivering in 5 days vs. industry standard 6-12 weeks

Investment Highlights

Massive, Underserved Market

5.5M+ new US businesses per year, 33M+ existing SMBs, and millions of solo operators — with a conservative TAM of ~6.6M businesses needing fast, credible digital presence.

High Margins

Fixed‑price DREAMS™ packages with standardized 5‑day sprints and heavy automation support 65–70% gross margins as volume scales.

Rapid Delivery

5-day turnaround vs. industry standard 6-12 weeks. Customer can start taking bookings on Day 5.

Ownership‑First Product

Clients own their domains, sites, CRM, automations, and data — creating durable, trademark‑ready assets instead of rented marketing.

Proven Unit Economics

Core DREAMS™ pricing of $1,499–$2,499 with an average revenue per client of ~$2,250 and meaningful upside from automation, SEO, and consulting add‑ons.

Experienced Team

Founder with 15+ years in digital transformation. Built and sold 2 agencies previously.

How It Works

Four simple steps from interest to NFT Equity Unit ownership

1

Sign Up

Complete initial investor interest form (60 seconds). Provide email and wallet address (MetaMask).

⏱ 1 minute
2

Verify

Complete KYC/AML checks via Sumsub. Available for both retail investors (Reg CF) and accredited investors (Reg D).

⏱ 5-10 minutes
3

Invest

Pay with USDC, USDT, or credit card. Minimum $10 (1 NFT = 1,000 shares at current FMV).

⏱ 2 minutes
4

Receive NFTs

Your ERC-1155 NFT Equity Units appear in MetaMask within 24 hours. Access investor dashboard immediately.

⏱ Within 24 hours

SEC Compliance Notice

3Sixty6 Media complies with SEC Regulation D, Rule 506(c) and Regulation Crowdfunding (Reg CF). NFT Equity Units are securities subject to a 6-month lockup period (registered investors) or 12-month lockup (retail investors). Secondary trading is restricted to whitelisted wallets and approved secondary market platforms (post-lockup). All investors must complete KYC/AML verification before issuance.

The Market Opportunity

Millions of small businesses need fast, credible digital presence — but are stuck between expensive agencies and inadequate DIY platforms.

The Problem

5.5M+ new businesses launch annually with no credible digital presence

33M+ existing SMBs have outdated, ineffective websites that don't convert

Traditional agencies take 6–12 weeks and charge $10K–$50K+

DIY platforms create overwhelm, poor SEO, and no CRM integration

Subscription services lock businesses into proprietary systems and hold data hostage

The 3Sixty6 Solution

5‑day delivery of complete digital ecosystems via proprietary DREAMS™ frameworks

Fixed pricing at $1,499–$2,999 accessible to early‑stage businesses

Full ownership of domain, files, CRM, automation, and all data

Lead‑generation ready from Day 1 with CRM, analytics, and conversion architecture

Scalable to 4,000–6,000+ builds annually through automation and SOPs

6.6M
Conservative annual TAM (20% of SMB universe)
2–3M
Serviceable Addressable Market via digital channels
$186B
Total market opportunity (U.S.)
0.2%
Market share needed to hit Year 2 targets (6K builds)

Proven Business Model & Unit Economics

High‑margin, fixed‑price packages delivered through standardized 5‑day frameworks with predictable costs and exponential scaling potential.

Revenue Streams

DREAMS™ Packages (Primary)
Lead Gen DREAMS™ 3: $1,499 | DREAMS™ 5: $2,499
Commerce DREAMS™ 3: $1,999 | DREAMS™ 5: $2,999
~80% of revenue
Add‑Ons & Upgrades
CRM automation, SEO packages, additional pages, branding expansions
$350–$550 average per client
Consulting & Strategy
Digital audits, growth strategy, market expansion blueprints
~5–10% of revenue
Template Marketplace (2027+)
Website templates, automation recipes, CRM pipelines
Future recurring revenue stream
Average Revenue Per Client (ARPC) $2,250

Cost Structure & Margins

Cost of Goods Sold (COGS) 30–35%
Contractor labor, software, hosting, delivery tooling
Gross Margin 65–70%
Improves with scale due to automation and template standardization
Operating Expenses (Year 1) ~$173K–$268K
Operating Expenses (Year 2) ~$1.3M–$2.55M
Target EBITDA Margin 36–60%
Break‑Even Point
120 clients
annually (~10 per month)
Year 1 Target
720 clients
6× break‑even volume
Strong Cash Position
Upfront Payment Model
5‑day delivery minimizes AR risk

24‑Month Financial Projections

Conservative projections based on proven unit economics, standardized delivery, and multi‑channel acquisition strategy.

Year 1 (2026)

Foundation
Client Volume 720 DREAMS™ builds
Revenue $1.62M
COGS (35%) $567K
Gross Profit $1.053M
Operating Expenses $173K–$268K
EBITDA $785K–$880K
EBITDA Margin 48–54%
Standardize SOP library and 5‑day production cycles
Build team to 10–15 people (contractors + interns)
Launch national PPC and 3–5 strategic partnerships
Growth Phase

Year 2 (2027)

Scale
Client Volume 4,000–6,000 builds
Revenue Range $9.0M–$13.5M
COGS (30%) $2.7M–$4.0M
Gross Profit $6.3M–$9.5M
Operating Expenses $1.3M–$2.55M
EBITDA Range $4.7M–$8.2M
EBITDA Margin 36–60%
Scale to 80–120 builds/week with automation
Expand team to 20–30 people with department leads
Launch marketplace and reseller network

Revenue Trajectory

Q1 2026
$240K
Q2 2026
$360K
Q3 2026
$480K
Q4 2026
$540K
Q1–Q4 2027
$9.0M–$13.5M (Scale Phase)

Modern Tokenized Equity Structure

A compliant, transparent, blockchain-based equity system combining regulatory compliance with modern liquidity infrastructure — designed for both retail and accredited investors.

Dual‑Token Architecture

ERC‑1155 Lockup Certificates

Compliance Layer

Tradable after lockup NFT certificates issued at investment. Acts as the regulatory and compliance container for each share issuance.

Encodes share count, FMV at issuance, investor ID
KYC/AML verification flag embedded on‑chain
6‑month lockup for registered investors; 12 months for retail investors
Can be transferred — and burned to unlock ERC‑20

ERC‑20 Penny Shares

Equity Token

Fungible equity tokens representing actual corporate shares. Tradable only between whitelisted, KYC‑verified wallets after lockup expiry.

1.6B authorized shares mapped 1:1 to legal cap table
Transfer restrictions enforced via smart contract whitelist
All on‑chain transfers auto‑sync to off‑chain cap table
Secondary trading enabled post‑lockup on approved platforms

How It Works: From Investment to Liquidity

1
Invest

Complete KYC/AML and invest at current FMV

2
Receive

Get ERC‑1155 lockup certificate + ERC‑20 shares

3
Wait

6‑month lockup enforced on‑chain

4
Unlock

Burn ERC‑1155 to enable ERC‑20 transfers

5
Trade

Transfer ERC‑20 to whitelisted, KYC'd counterparties

Transparency

Real‑time on‑chain verification of share balances, lockup status, and FMV via investor dashboard

Liquidity Path

Post‑lockup secondary trading on approved platforms between KYC‑verified investors — no need to wait for IPO or acquisition

SEC Compliance

Offered under Regulation D, Rule 506(c) and Regulation Crowdfunding (Reg CF) with mandatory KYC/AML, transfer restrictions, and dual‑ledger governance

Why 3Sixty6 Media Will Win

Seven strategic moats that create sustainable competitive advantages in a fragmented, underserved market.

1

Proprietary IP

MODERN™ and DREAMS™ frameworks compress months of work into 5 days. These are not templates — they're production systems that standardize every touchpoint from strategy to launch.

2

Speed to Market

Traditional agencies take 6–12 weeks. We deliver in 5 days. Clients are booking jobs by Day 5. Speed creates urgency, reduces churn, and enables volume.

3

Ownership Model

Clients own everything: domain, files, CRM, data, automations. No lock‑in. No subscriptions. This creates evangelists, not prisoners — driving referrals and long‑term LTV.

4

Built‑In CRM & Automation

We don't just deliver a website — we install a complete lead‑generation engine with CRM, workflows, and analytics. Most competitors deliver design. We deliver revenue infrastructure.

5

Accessibility

Fixed pricing at $1,499–$2,999. Klarna Pay‑in‑4 from $375 today. Agencies charge $10K+. DIY platforms overwhelm. We hit the sweet spot: professional results at accessible prices.

6

Automation‑First Architecture

From onboarding to delivery to post‑launch — automation reduces labor costs, improves margins, and enables national scale without linear headcount growth.

7

Tokenized Equity Advantage

The most modern capital structure in the digital services space. ERC‑1155 + ERC‑20 architecture provides transparency, liquidity path, and investor confidence — attracting capital more efficiently than traditional fundraising.

Tokenized Equity & Capital Structure

ERC‑1155 Lockup Certificates

Investors receive tradable after lockup ERC‑1155 certificates at issuance. Each certificate encodes share count, FMV at issuance, KYC/AML status, and lockup period (6 months for registered investors; 12 months for retail).

  • Acts as the compliance and restriction layer
  • Can be transferred after lockup, or burned anytime post-lockup
  • Burn event unlocks ERC‑20 share mobility

ERC‑20 Penny Shares

The company’s equity is represented by a fungible ERC‑20 token mapped 1:1 to corporate shares on the legal cap table and tradable only between whitelisted wallets after lockup.

  • Lockup enforced on‑chain per address
  • Transfers restricted to KYC‑verified, whitelisted counterparties
  • On‑chain events auto‑sync to the off‑chain cap table

Risk Factors & Mitigation

Every investment carries risk. Here's how we identify and address the primary challenges facing 3Sixty6 Media.

Market Risk

Economic downturn could reduce SMB spending on digital services.

Mitigation:

Positioned as essential infrastructure (lead‑gen) not discretionary branding. Recessions increase urgency for revenue‑driving tools. Low price point + Klarna makes us counter‑cyclical.

Competitive Risk

Well‑funded competitors or new entrants could replicate our model.

Mitigation:

Proprietary IP (MODERN™ + DREAMS™) creates 18–24 month replication timeline. Network effects from client referrals compound. First‑mover advantage in tokenized equity for digital services.

Execution Risk

Rapid scaling could compromise quality or strain operational capacity.

Mitigation:

Automation‑first architecture keeps quality consistent at scale. Monthly capacity monitoring prevents overselling. Phased hiring tied to revenue milestones ensures we grow sustainably.

Regulatory Risk

SEC or state regulators could challenge tokenized equity structure.

Mitigation:

Offered under Reg D 506(c) and Reg CF with mandatory KYC/AML and transfer restrictions. Dual‑ledger (blockchain + traditional cap table) ensures compliance. Securities counsel review all investor communications.

Investment Disclosure

This investment involves significant risk and is suitable only for investors who can afford to lose their entire investment. Past performance does not guarantee future results. Projections are forward‑looking statements based on assumptions that may not materialize. Review all offering materials before investing.

Investment Pathways

Whether you're new to startup investing or a seasoned accredited investor, we've structured investment options to fit your profile.

Retail Investors

Accessible entry point with built‑in protections

Minimum Investment: $10

Think of it like Klarna for equity — entry threshold designed for working professionals, not just high‑net‑worth individuals.

Annual Cap: $2,200

Per SEC regulations, non‑accredited investors are limited to protect against overexposure. Invest what you can afford to lose.

Same Equity, Same Rights

All investors receive ERC‑20 penny shares with identical economic rights — retail vs. accredited is only a compliance distinction, not a class difference.

Investor Dashboard Access

Track FMV updates, lockup countdown, share balance, and company metrics in real‑time via personalized investor portal.

Accredited Investors

Institutional‑grade access with higher allocation limits

Minimum Investment: $500

Higher threshold reflects accredited investor profile and enables meaningful equity positions in early‑stage rounds.

No Annual Cap

Under Reg D 506(c), accredited investors can invest unlimited amounts. Subject to available allocation and anti‑dilution policies.

Priority Access to Future Rounds

Accredited investors from Seed round receive pro‑rata rights in Series A and beyond, protecting against dilution.

Quarterly Investor Calls

Exclusive quarterly briefings with founder on financials, strategic updates, and market conditions — accredited investors only.

Unsure if you qualify as accredited? Per SEC guidelines, you're accredited if you meet any of the following:

  • Income over $200K (individual) or $300K (joint) in each of the last 2 years
  • Net worth over $1M (excluding primary residence)
  • Hold Series 7, 65, or 82 license in good standing

Use of Proceeds

Sales & Marketing

~40%

Google/Meta/YouTube campaigns, outbound AI agents, and partner channels to reach 720+ builds in Year 1 and 4,000–6,000 in Year 2.

Product & Engineering

~30%

Automation, internal tooling, investor dashboard, and smart contract governance for ERC‑1155 / ERC‑20 equity.

Operations & Support

~20%

SOP development, production pods, QA, and client success to support national volume.

Working Capital & Runway

~10%

Working capital, compliance, and reserves for opportunistic hiring or marketing experiments.

Use of Proceeds

Rolling Raise capital is deployed systematically across five strategic pillars designed to maximize growth velocity and operational efficiency.

Sales & Marketing

40%

Paid acquisition (Meta, Google Ads), content creation, partnership development, and brand positioning to drive pipeline volume.

• Meta/Google Ad spend: $40–60K/mo at scale
• Content & SEO infrastructure
• Affiliate/referral program launch

Talent Acquisition

30%

Hiring designers, developers, CRM specialists, and account managers to scale delivery capacity from 60 to 500 builds/month.

• 3 senior designers by Month 6
• 2 full‑stack developers by Month 9
• Account management team (Month 12)

Technology & Automation

15%

Platform development, automation tooling, CRM integrations, and infrastructure to reduce manual touchpoints.

• Client portal & project management system
• Template automation (design-to-code)
• Smart contract infrastructure for tokenized equity

Legal & Compliance

10%

Securities counsel, IP protection (trademark/copyright for MODERN™ + DREAMS™), and regulatory compliance.

• Ongoing securities law compliance
• Framework trademark registration
• KYC/AML provider integration

Working Capital & Reserves

5%

Cash reserves for operational buffer, unforeseen expenses, and strategic opportunistic hires or acquisitions.

• 3-month operating expense buffer
• Emergency talent acquisition fund
• Strategic partnership/M&A opportunities

Milestone-Based Deployment

Proceeds are deployed in tranches tied to revenue milestones (e.g., hitting 120 builds/month triggers next hiring phase). This ensures capital efficiency and aligns spending with validated growth.

Investor FAQ

Common questions about the Rolling Raise and tokenized equity structure.

What is a "Rolling Raise" and how does it differ from traditional fundraising?

A Rolling Raise allows investors to participate continuously at the current Fair Market Value (FMV), rather than waiting for discrete funding rounds. FMV increases quarterly based on revenue performance and trailing EBITDA multiples. Early investors benefit from lower entry prices, while later investors pay higher FMV but reduce execution risk. This model provides ongoing liquidity for the company without the disruption of traditional fundraising cycles.

How are ERC-1155 lockup certificates different from ERC-20 penny shares?

ERC-1155 Lockup Certificate: Tradable after lockup NFT issued at investment. Contains compliance metadata (KYC status, FMV at issuance, lockup expiry date). Can be transferred after lockup — or burned after lockup to unlock ERC-20 shares.

ERC-20 Penny Shares: Fungible equity tokens representing actual corporate shares. Tradable between KYC-verified, whitelisted wallets after lockup. All transfers sync to legal cap table automatically.

Think of the ERC-1155 as the "regulatory wrapper" and the ERC-20 as the "equity token" inside.

When can I sell my shares? What does "secondary trading" mean?

After your 6-month lockup expires, you can burn your ERC-1155 certificate to unlock your ERC-20 shares for trading. "Secondary trading" means selling to other KYC-verified investors on approved platforms (e.g., tZERO, INX, or private OTC markets). You do NOT need to wait for an IPO or acquisition to access liquidity — though those remain exit options.

Important: Only transfers between whitelisted wallets are allowed. Transfers to non-KYC wallets will be rejected by the smart contract.

How is Fair Market Value (FMV) determined, and how often does it update?

FMV is calculated quarterly using a revenue-multiple model (e.g., 3–5x trailing twelve-month EBITDA, benchmarked against comparable SaaS + service companies). An independent third-party valuation firm reviews and certifies FMV every 6 months. Quarterly internal updates use the same formula between formal appraisals.

Early investors lock in lower FMV; later investors pay higher FMV but invest in a more de-risked business.

What happens if 3Sixty6 Media gets acquired or goes public?

Acquisition: Your ERC-20 shares convert to cash or acquiring company equity at the negotiated price per share. All lockup restrictions are typically waived in M&A scenarios.

IPO: Your ERC-20 shares convert to publicly tradable stock at the IPO valuation. You may be subject to post-IPO lockup (typically 180 days) depending on underwriter agreements.

In both cases, tokenized equity holders receive the same economic treatment as traditional shareholders.

Do I get voting rights? What about dividends?

Voting Rights: ERC-20 penny shares carry non-voting common equity. Major decisions (board elections, liquidation preferences) are reserved for preferred shareholders. However, you participate in all economic upside pro-rata.

Dividends: Not expected in early growth phase. All cash is reinvested to scale operations. If/when dividends are declared, tokenized equity holders receive proportional distributions.

Is this investment SEC-compliant? What regulation covers it?

Yes. This offering is conducted under Regulation D, Rule 506(c) (for accredited investors) and Regulation Crowdfunding (Reg CF) (for retail investors). All investors must complete KYC/AML verification before receiving shares. Transfer restrictions are enforced via smart contract to comply with securities law.

We maintain a dual-ledger system (blockchain + traditional cap table) to ensure legal compliance and transparency.

What are the tax implications of owning tokenized equity?

Tokenized equity is treated as traditional corporate equity for tax purposes. You do not recognize taxable gains until you sell shares. Capital gains tax applies upon sale, with rates depending on holding period (short-term vs. long-term).

Important: Burning your ERC-1155 certificate to unlock ERC-20 shares is NOT a taxable event — it's a conversion, not a sale.

Consult your tax advisor for personalized guidance.

Key Metrics & Projections

$186B
Total Addressable Market
6.6M
Conservative annual TAM (US)
65–70%
Gross Margin
$2.25K
Avg. Package Price

24‑Month Revenue Projection

Year 1 (720 DREAMS™ builds) $1.62M revenue at ~$2,250 ARPC
Year 2 (4,000 builds) $9.0M revenue at scale
Year 2 (6,000 builds – Upside) $13.5M revenue at scale
EBITDA Profile 36–60% EBITDA margin range

Why Investors Choose 3Sixty6 Media

Hear from early investors, employees, and partners about their experience with our Rolling Raise™

AR
Alex R.
Austin, TX • Early Investor
"I invested in 3Sixty6 Media's Rolling Raise™ because I believe in their vision to democratize startup investing. For the first time, I could own equity in a high-growth company at an accessible entry point. The lockup period doesn't bother me because I'm in this for the long term. When the lockup ends, I'll finally have access to my shares, and I'm confident the FMV will have grown significantly by then."
*Illustrative testimonial. Past performance is not indicative of future results.
PS
Priya S.
Miami, FL • EOP Participant
"Working at 3Sixty6 Media is already rewarding, but owning equity through the Employee Ownership Program makes it even more meaningful. I've seen firsthand how our platform is transforming digital ownership, and I'm thrilled to be a shareholder. The 1-year lockup is a small price to pay for the potential upside—I'm not just an employee, I'm an owner with skin in the game."
*Illustrative testimonial. Investing involves risk, including loss of principal.
ML
Michael L.
New York, NY • Institutional Investor
"3Sixty6 Media's tokenized equity model is a game-changer for startup investing. We participated in their Reg D raise because of their clear traction ($1.2M ARR) and innovative approach to liquidity. The 6-month lockup is standard for early-stage investments, and we're confident the secondary market will provide ample liquidity post-lockup."
*Illustrative testimonial. All investments carry risk.
JT
Jamal T.
Chicago, IL • Community Investor
"I've never been able to invest in a startup before—until 3Sixty6 Media's Rolling Raise™. For a reasonable investment, I own a real stake in a company I believe in. The lockup period is fine by me because I'm investing in the long-term vision. I can't wait to see how my shares grow over time."
*Illustrative testimonial. Review all offering materials before investing.
SK
Sophia K.
San Francisco, CA • Strategic Partner
"As a partner of 3Sixty6 Media, we've seen their platform's potential to revolutionize digital ownership. Their tokenized equity model aligns perfectly with our goals, and we're excited to support their growth. We're confident that their FMV will reflect the true value of their innovation."
*Illustrative testimonial. Forward-looking statements may not materialize.
LM
Lisa M.
Seattle, WA • First-Time Crypto Investor
"I'd been curious about crypto and tokenized assets but never found the right opportunity. 3Sixty6 Media's NFT Equity Units made it simple to understand—it's just equity, but better. The investor dashboard shows me exactly what I own and when my lockup ends. This is the future of startup investing."
*Illustrative testimonial. Not investment advice.

Disclaimer: Testimonials are illustrative and based on fictional examples. Past performance is not indicative of future results. Investing involves risk, including loss of principal.

Limited Time Opportunity

Current FMV: $0.01/share

FMV adjusts quarterly based on revenue performance and EBITDA multiples. Early investors benefit from lower entry prices and maximum upside potential.

Ready to Invest in the Rolling Raise™?

Detailed financial model, tokenomics whitepaper, subscription agreement, and term sheet are available for accredited investors.

SEC Reg D & Reg CF Compliant
Tokenized on Polygon
Dual-Ledger Cap Table

For investor inquiries:

invest@3sixty6media.com | +1 (305) 910-6528

This investment opportunity is offered under SEC Regulation D, Rule 506(c) (accredited investors) and Regulation Crowdfunding (Reg CF) (retail investors).
All investors must complete KYC/AML verification. Investing involves risk, including loss of principal.