Imperia Entertainment, Inc. hereby offers for sale up to 100 Units, consisting of a debenture, repaying principal plus 10% interest out of the first proceeds of the domestic theatrical release of “Say it in Russian.”  Each debenture is convertible to company common stock at the rate of 80 cents per share at the option of the holder, principal and accumulated interest payable from first proceeds of “Say it in Russian,” at the rate of 10% per annum, for the price of $1,000 per Unit, and a proportional share of 3% of the gross proceeds from the theatrical release of “Say it in Russian.”  Sales in California will be made pursuant to Corporations Code Section 25102(n) to qualified purchasers who, either individually or jointly with their spouse, have a minimum net worth of $250,000, exclusive of home, home furnishings and automobiles, and who had, during the immediately preceding tax year, gross income in excess of $100,000 and reasonably expects gross income in excess of $100,000 during the current tax year, or a minimum net worth of $500,000.  No money or other consideration is being solicited or will be accepted.  An indication of interest made by a prospective purchaser involves no obligation or commitment of any kind and no sales will be made or commitment to purchase accepted until five business days after delivery of a disclosure statement and subscription information to the prospective purchaser in accordance with the requirements of Corporations Code 25102(n).  For more complete information about Imperia Entertainment, Inc. and the debenture, send for additional information from Imperia Entertainment, Inc., 190 N. canon Drive suite 420, Beverly Hills, CA 90210, by sending this coupon or calling 310-275-3905.