Thoughtful Media Group Inc. Files S-1/A for IPO

TL;DR

Thoughtful Media Group Inc. filed an S-1/A for its IPO. Public offering details to follow.

AI Summary

Thoughtful Media Group Inc. filed an S-1/A amendment on January 16, 2025, for its initial public offering. The company, incorporated in Nevada, is seeking to register an unspecified number of shares. The filing indicates a principal business address in Carson City, NV, and lists Vcorp Services, LLC as its agent for service. Legal counsel includes Loeb & Loeb LLP.

Why It Matters

This S-1/A filing is a step in Thoughtful Media Group Inc.'s process to become a publicly traded company, which could impact its access to capital and future growth strategies.

Risk Assessment

Risk Level: medium — As an S-1/A filing, it represents a company seeking to go public, which inherently carries risks associated with market volatility and business execution.

Key Numbers

• 333-281589 — SEC File Number (Identifies the specific registration statement)
• 25534635 — Film Number (Internal SEC processing number)

Key Players & Entities

• Thoughtful Media Group Inc. (company) — Registrant
• January 16, 2025 (date) — Filing Date
• Nevada (jurisdiction) — State of Incorporation
• VCORP SERVICES, LLC (company) — Agent for Service
• 701 S. CARSON STREET, SUITE 200, Carson City, NV, 89701 (address) — Business and Mail Address
• Loeb & Loeb LLP (company) — Legal Counsel
• Lawrence Venick (person) — Legal Counsel
• Lawrence Metelitsa (person) — Legal Counsel
• Steven A. (person) — Legal Counsel

FAQ

Key Financial Figures

• $0.0001 — o 2,000,000 shares of the Common Stock, $0.0001 par value per share (“Common Stoc
• $4 — ffering price per share will be between $4 to $5. Currently, no public market exis
• $5 — g price per share will be between $4 to $5. Currently, no public market exists for
• $2,700,000 — ;Convertible Notes” refers to the $2,700,000 principal amount of convertible notes p
• $1.50 — Common Stock at the conversion price of $1.50 per share upon the effectiveness of thi
• $1 — PHP: US$- 0.017831, respectively, to US$1.00, the noon buying rate in effect as o
• $6,159,033 — nded December 31, 2022, our revenue was $6,159,033 and our net profit was $749,157. For th
• $749,157 — e was $6,159,033 and our net profit was $749,157. For the year ended December 31, 2023,
• $6,835,504 — nded December 31, 2023, our revenue was $6,835,504 and our net profit was $330,172. For th
• $330,172 — e was $6,835,504 and our net profit was $330,172. For the nine months ended September 30

Filing Documents

• forms-1a.htm (S-1/A) — 2446KB
• ex5-2.htm (EX-5.2) — 18KB
• ex23-1.htm (EX-23.1) — 9KB
• logo_001.jpg (GRAPHIC) — 4KB
• chart_001.jpg (GRAPHIC) — 185KB
• chart_002.jpg (GRAPHIC) — 184KB
• forms-1_001.jpg (GRAPHIC) — 102KB
• forms-1_015.jpg (GRAPHIC) — 113KB
• forms-1_003.jpg (GRAPHIC) — 55KB
• forms-1_004.jpg (GRAPHIC) — 131KB
• forms-1_005.jpg (GRAPHIC) — 52KB
• forms-1_006.jpg (GRAPHIC) — 114KB
• forms-1_007.jpg (GRAPHIC) — 78KB
• forms-1_008.jpg (GRAPHIC) — 129KB
• forms-1_009.jpg (GRAPHIC) — 207KB
• forms-1_010.jpg (GRAPHIC) — 131KB
• forms-1_011.jpg (GRAPHIC) — 95KB
• forms-1_012.jpg (GRAPHIC) — 79KB
• forms-1_013.jpg (GRAPHIC) — 59KB
• forms-1_014.jpg (GRAPHIC) — 64KB
• ex5-2_001.jpg (GRAPHIC) — 12KB
• ex5-2_002.jpg (GRAPHIC) — 6KB
• ex23-1_001.jpg (GRAPHIC) — 5KB
• ex23-1_002.jpg (GRAPHIC) — 7KB
• 0001493152-25-002504.txt ( ) — 4973KB

USE OF PROCEEDS

USE OF PROCEEDS 32 DIVIDEND POLICY 33 CAPITALIZATION 34

DILUTION

DILUTION 35 CORPORATE HISTORY AND STRUCTURE 36 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 37 MANAGEMENT 76

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 81 PRINCIPAL STOCKHOLDERS 83 CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS 84

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 86 SHARES ELIGIBLE FOR FUTURE SALE 90 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS 91

UNDERWRITING

UNDERWRITING 95 LEGAL MATTERS 99 EXPERTS 99 WHERE YOU CAN FIND ADDITIONAL INFORMATION 99 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of our common Stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our Common Stock. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities and the distribution of this prospectus outside of the United States. Copies of some of the documents referred to herein have been filed as exhibits to the registration statement of which this prospectus forms a part, and you may obtain copies of those documents as described in this prospectus under the heading “ Where You Can Find More Information .” Unless the context indicates otherwise, as used in this prospectus, “we,” “us,” “our,” “the Company,” “Thoughtful Media Group,” means Thoughtful Media Group, Inc., a Nevada corporation. i Conventions That Apply to This Pros

View Full Filing

View this S-1/A filing on SEC EDGAR