SecProbe.io

CORRESP
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    Lawrence
                                            Venick

    Partner

    2206-19
    Jardine House

    1 Connaught Place Central

    Hong Kong, SAR

    Direct
    +852.3923.1188

    Main +852.3923.1111

    Fax +852.3923.1100

    lvenick@loeb.com

Via
EDGAR

January
16, 2025

Mr.
Nasreen Mohammed/Mr. Doug Jones/Ms. Rebekah Reed/Ms. Mara Ransom

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

Washington,
D.C. 20549

    Re:
    Thoughtful
    Media Group Inc. (the “Company”)

    Amendment
    No. 5 to Registration Statement on Form S-1

    Filed
    December 31, 2024

    File
    No. 333-281589

Ladies
and Gentlemen:

As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated January 15, 2025 from the Securities
and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented
on the above-referenced Registration Statement on Form S-1 (the “Form S-1”). We have filed an amendment No. 5 to the
Form S-1 (the “Amendment”) in response to the Staff’s comments.

For
the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the Company’s response set
out immediately underneath such comment.

Amendment
No. 5 to Registration Statement on Form S-1 filed November 1, 2024

Executive
Compensation, page 81

    1.
    Please
    update your executive compensation information for the fiscal year ended December 31, 2024. Refer to Item 11(l) of Form S-1 and Item
    402 of Regulation S-K.

Response:
The Company has amended page 81 of the Amendment in response to the Staff’s comments.

Exhibits
and Financial Statement Schedules, page II-2

    2.
    We
    note that the legal opinion filed as Exhibit 5.1 opines on the legality of the shares of common stock underlying the representative
    warrants granted to the underwriters, but does not opine on the legality of the warrants themselves. Please file a legal opinion
    that also opines that the warrants are binding obligations of the registrant under the law of the jurisdiction governing the warrant
    agreement. Refer to Section II.B.1.f of Staff Legal Bulletin No. 19.

Response:
The Company has a legal opinion in response to the Staff’s comments.

Please
contact the undersigned at (852) 3923-1188 if you have any questions with respect to the response contained in this letter.

Sincerely,

    /s/
    Lawrence S. Venick

    Lawrence
    Venick

    Partner

    cc:
    Kriangkrai
    Chaimongkol