TV Channels Network Inc. Files S-1 Registration

TL;DR

TV Channels Network Inc. just filed an S-1, get ready for potential public offering!

AI Summary

TV Channels Network Inc. filed an S-1 registration statement on January 31, 2025, to register its securities under the Securities Act of 1933. The company, incorporated in Nevada with its principal executive offices at 7582 Las Vegas Blvd. South, Las Vegas, NV 89123, operates in the Communication Services sector. Darryl Payne is listed as the agent for service.

Why It Matters

This S-1 filing indicates TV Channels Network Inc. is preparing to offer its securities to the public, which could lead to increased trading activity and potential investment opportunities.

Risk Assessment

Risk Level: medium — S-1 filings are typically made by companies seeking to go public or raise capital, which inherently involves market and execution risks.

Key Numbers

• 333-284628 — SEC File Number (Identifies the specific SEC registration file for this offering.)
• 25578514 — Film Number (Internal SEC processing number for the filing.)

Key Players & Entities

• TV Channels Network Inc. (company) — Registrant
• 0001393905-25-000040 (other) — Accession Number
• 20250131 (date) — Filing Date
• Nevada (location) — State of Incorporation
• 7582 Las Vegas Blvd. South, Las Vegas, Nevada 89123 (address) — Principal Executive Offices
• Darryl Payne (person) — Agent for Service
• Thomas C. Cook (person) — Attorney for Service

FAQ

Key Financial Figures

• $5.00 — ck, assuming a public offering price of $5.00 per share (which is the midpoint of the
• $4.00 — e public offering price will be between $4.00 and $6.00 per share.. TV Channels Netw
• $6.00 — ffering price will be between $4.00 and $6.00 per share.. TV Channels Network Inc. i
• $200,000 — of-pocket expenses) to be approximately $200,000, exclusive of the above discounts. In a
• $0.001 — 0,000 shares of common stock, par value $0.001. Preferred Stock Outstanding . To date
• $1.0 billion — public reporting company with less than $1.0 billion in revenue during our last fiscal year,
• $700 million — lion in annual revenues, have more than $700 million in market value of our common stock hel
• $75 million — ty held by non-affiliates) of less than $75 million as of the last business day of our most
• $50 million — zero, have annual revenues of less than $50 million during our most recently completed fisc
• $374 — naudited) Total cash and equivalents $374 $244 Total current assets $374 $244
• $244 — ed) Total cash and equivalents $374 $244 Total current assets $374 $244 Tota
• $0 — assets $374 $244 Total other assets $0 $0 Total Assets $374 $244 Total cu
• $8,574 — $374 $244 Total current liabilities $8,574 $9,534 Total liabilities $8,574 $9,
• $9,534 — 244 Total current liabilities $8,574 $9,534 Total liabilities $8,574 $9,534 Inc

Filing Documents

• tvcn_s1.htm (S-1) — 1120KB
• tvcn_ex107.htm (EX-FILING FEES) — 22KB
• tvcn_ex31.htm (EX-3.1) — 1KB
• tvcn_ex32.htm (EX-3.2) — 77KB
• tvcn_ex51.htm (EX-5.1) — 11KB
• tvcn_ex231.htm (EX-23.1) — 4KB
• tvcnex31_1.jpg (GRAPHIC) — 117KB
• tvcnex31_2.jpg (GRAPHIC) — 105KB
• tvcns1_1.jpg (GRAPHIC) — 65KB
• tvcns1_2.jpg (GRAPHIC) — 784KB
• tvcns1_3.jpg (GRAPHIC) — 68KB
• tvcns1_4.jpg (GRAPHIC) — 88KB
• tvcns1_5.jpg (GRAPHIC) — 93KB
• 0001393905-25-000040.txt ( ) — 3052KB

Forward-Looking Statements

Forward-Looking Statements 1 Our Company 1 The Offering 3

Selected Financial Data

Selected Financial Data 4

RISK FACTORS

RISK FACTORS 7 SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS 18 CAPITALIZATION 19

USE OF PROCEEDS

USE OF PROCEEDS 20

DILUTION

DILUTION 21 DETERMINATION OF OFFERING PRICE 21

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 22 SHARES ELIGIBLE FOR FUTURE SALE 22 DESCRIPTION OF BUSINESS 23

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 31

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 31 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 32

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 32 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS AND CORPORATE GOVERNANCE 32

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 36

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 39 MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF OUR SECURITIES 40 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 43

UNDERWRITING

UNDERWRITING 43 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 47 LEGAL MATTERS 48 EXPERTS 48 WHERE YOU CAN FIND MORE INFORMATION 48 INDEX TO FINANCIAL STATEMENTS 49 vi PROSPECTUS SUMMARY The following summary highlights selected information contained in this Prospectus. This summary does not contain all the information that may be important to you. You should read the more detailed information contained in this prospectus, including but not limited to, the risk factors beginning on page 3. References to "we," "us," "our," "TV Channels Network Inc.," or the "Company" mean TV Channels Network Inc.

Forward-Looking Statements

Forward-Looking Statements This Prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend, and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the "Risk Factors" section and elsewhere in this Prospectus. Our Company TV Channels Network Inc. is a Nevada based music and entertainment technology company whose primary business is providing Streaming services to subscribers. We intend to offer 100 Live Linear Concert Channels, Video on Demand, and various Live TV Channels as an AVOD/TVOD Service. TV Channels Network Inc. is preparing to become the next major entertainment content provider. Our goal is to create a conglomerate in many facets. Being a diversified entertainment business with multiple sources of income should allow us to earn positive returns. Moreover, TVCN, having already secured quality live concert titles, has a solid base for future profits to the benefit of our partners and investors. TV Channels Network - TV Channels Network. Public Market TV Channels Network Inc. common shares are not currently traded on any recognized stock exchange or trading platform. We intend to list our common stock on NASDAQ. There is no assurance that our listing application will be approved by Nasdaq. The approval of our listing on Nasdaq is a condition of closing. If our application to Nasdaq is not approved or we otherwise determine that we will not be able to secure the listing of the common stock on Nasdaq, we will not complete the offering. Common Stock Outstanding . 37,880,000 shares of common stock, par value $0.001. Preferred Stock Outstanding . To date, there have been no issuances of the preferred stock of

Use of Proceeds

Use of Proceeds We expect to receive net proceeds of approximately $[ ] from this offering (or approximately $[ ] if the underwriters exercise their over-allotment option in full), assuming an initial public offering price of $[ ] per share (which is the midpoint of the estimated range of the initial public offering price shown on the cover page of this prospectus) and no exercise of the underwriters' over-allotment option, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds of this offering to purchase advertisement, develop our website, and purchase further equipment needed for operations, expenses associated with becoming a public company; and general corporate and working capital purposes. See " Use of Proceeds " section for more information on the use of proceeds. Lock-up We, all of our directors and officers, our majority shareholder, and other shareholders holding over 5% of our common stock, have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our common stock or securities convertible into or exercisable or exchangeable for our common stock for a period of twelve months after the closing of this offering. The underwriters have agreed to waive the lock-up requirement for shares of common stock being sold by the selling stockholders named in the Resale Prospectus. See "Underwriting" for more information. Proposed trading market and symbol We have applied to list our common stock on the Nasdaq Capital Market under the symbol "TVCN." We believe that upon the completion of this offering, we will meet the standards for listing on Nasdaq. The closing of this offering is contingent upon the successful listing of our common stock on the Nasdaq Capital Market. 3

Selected Financial Data

Selected Financial Data The following financial information summarizes the more complete historical financial information at the end of this Prospectus. The summary information below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the December 31, 2023 audited financial statements and notes and the unaudited September 30, 2024 financial statements and notes thereto included elsewhere in this Prospectus. Balance Sheet Data December 31, 2023 (audited) From Inception (August 12, 2022) to September 30, 2024 (unaudited) Total cash and equivalents $374 $244 Total current assets $374 $244 Total other assets $0 $0 Total Assets $374 $244 Total current liabilities $8,574 $9,534 Total liabilities $8,574 $9,534 Income Statement Data For the three months ended September 30, 2024 (unaudited) From Inception (August 12, 2022) to September 30, 2024 (unaudited) Revenues $- $- General & Administrative Expenses 1,090 1,036 Net loss from Operations $(1,090) $(1,036) Net income (loss) applicable to common shareholders $(1,090) $(1,036) SUMMARY OF RISK FACTORS An investment in our common stock involves a high degree of risk. You should carefully consider the risks summarized below. These risks are discussed more fully in the " Risk Factors " section immediately following this Prospectus Summary. These risks include, but are not limited to, the following: We have a limited operating history. We have limited revenue-producing operations and may need additional capital. The internet-based entertainment business is highly competitive, and many of our competitors have greater resources than we do. Significant expansion will be required to address potential growth in our customer base. Dependence on management and key personnel. Possible inability to find suitable employees. 4 It is likely that we will need to conduct further nonpublic sales of our

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View this S-1 filing on SEC EDGAR