Thoughtful Media Group Inc. Amends S-1 Registration

TL;DR

TMGI filed another S-1/A, still working on going public. Keep an eye on updates.

AI Summary

Thoughtful Media Group Inc. filed an S-1/A amendment on August 19, 2025, for its registration statement. The company, incorporated in Nevada, is in the advertising services sector and has its principal executive offices in Carson City, NV. This filing is an amendment to a previous registration, indicating ongoing efforts to go public or adjust its public offering details.

Why It Matters

This S-1/A filing is a crucial step for Thoughtful Media Group Inc. as it progresses towards a public offering, providing updated information to potential investors.

Risk Assessment

Risk Level: medium — S-1/A filings indicate a company is in the process of going public, which inherently carries higher risks than established public companies.

Key Numbers

• 333-281589 — SEC File Number (Registration number for the filing)
• 251231650 — Film Number (SEC film number)

Key Players & Entities

• Thoughtful Media Group Inc. (company) — Registrant
• August 19, 2025 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation
• 7310 (sic_code) — Standard Industrial Classification
• VCORP SERVICES, LLC (company) — Agent for service
• Carson City, NV (location) — Principal executive offices and agent address
• +66 80 305 8475 (phone_number) — Agent for service phone number
• Lawrence Venick, Esq. (person) — Legal counsel
• Loeb & Loeb LLP (company) — Legal counsel
• +852-3923-1111 (phone_number) — Legal counsel phone number

FAQ

Key Financial Figures

• $0.0001 — o 3,750,000 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 in June 2025. “E-spor
• $1 — PHP: US$- 0.017695, respectively, to US$1.00, the noon buying rate in effect as o
• $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 year ended December 31, 2024,
• $6,673,297 — nded December 31, 2024, our revenue was $6,673,297 and our net loss was $911,946. For the
• $911,946 — nue was $6,673,297 and our net loss was $911,946. For the six months ended June 30, 2025
• $2,545,433 — hs ended June 30, 2025, our revenue was $2,545,433 and our net loss was $334,440. See &ldq
• $334,440 — nue was $2,545,433 and our net loss was $334,440. See “Management’s Discussi

Filing Documents

• forms-1a.htm (S-1/A) — 3130KB
• ex23-1.htm (EX-23.1) — 8KB
• logo_001.jpg (GRAPHIC) — 4KB
• forms-1a_01.jpg (GRAPHIC) — 10KB
• forms-1a_02.jpg (GRAPHIC) — 18KB
• chart_001.jpg (GRAPHIC) — 164KB
• chart_002.jpg (GRAPHIC) — 148KB
• 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
• ex23-1_001.jpg (GRAPHIC) — 19KB
• ex23-1_002.jpg (GRAPHIC) — 10KB
• 0001641172-25-024819.txt ( ) — 5597KB

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 75

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 80 PRINCIPAL STOCKHOLDERS 84 CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS 85

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 Prosp

View Full Filing

View this S-1/A filing on SEC EDGAR