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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
31, 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.6 to Registration Statement on Form S-1

    Filed
    January 16, 2025

    CIK
    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 24, 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. 7 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. 6 to Registration Statement on Form S-1 filed January 16, 2025

Capitalization,
page 34

1. The
                                            second and third bullets state they reflect the issuance of additional 8,000,000 shares of
                                            common stock on July 12, 2024. It appears these shares are reflected in the actual column
                                            which is as of September 30, 2024. Please revise or clarify for us why your current presentation
                                            is appropriate.

Response:

The
Company has amended page 34 of the Amendment in response to the comments

Los
Angeles     New York     Chicago     Nashville     Washington, DC     San
Francisco     Beijing     Hong Kong      www.loeb.com

For
the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability
partnership.

  Securities and Exchange Commission

                                            Page 2

2. The
                                            second bullet states pro forma reflects the issuance and sale of the 2,000,000 shares of
                                            common stock at an assumed initial public offering price of $4.50 offered in the filing.
                                            It appears pro forma cash and each of pro forma short term liabilities and total liabilities
                                            also reflect the issuance of the $2,700,000 Convertible Notes. If so, please reflect the
                                            issuance of the Convertible Notes in the pro forma as adjusted column so that the pro forma
                                            column isolates the effect of the offering. This appears to correlate with footnote (1) to
                                            the table regarding what the pro forma column represents. Otherwise, clarify for us why your
                                            current presentation is appropriate.

Response:
The Company has amended page 34 of the Amendment in response to the comments.

3. Pro
                                            forma as adjusted cash and shareholders’ equity appear to reflect an additional $2,700,000
                                            from the conversion of the $2,700,000 convertible notes into 1,800,000 common shares at a
                                            conversion price of $1.50. Per the terms of the notes disclosed in the filing and as contained
                                            in the applicable exhibits to the filing, it appears the $1.50 conversion price is the basis
                                            that determines the number of common shares into which the notes are converted, and not additional
                                            cash to be paid by holders of the notes to convert the notes into common shares. Accordingly,
                                            upon conversion of the notes, it appears pro forma as adjusted cash, short term liabilities
                                            and total liabilities should be less by $2,700,000 from that currently presented. Please
                                            revise your presentation, including footnote (2) to the table, as appropriate, or clarify
                                            for us why your current presentation is appropriate.

Response:
The Company has amended page 34 of the Amendment in response to the comments.

4. To
                                            accurately reflect your intended transactions, the pro forma column should solely reflect
                                            the effects of the offering, and either present a column “pro forma as adjusted”
                                            that solely reflects the issuance of the $2.7 million in convertible notes and another column
                                            “pro forma as further adjusted” that reflects the conversion of the convertible
                                            notes. Alternatively, you may want to include the net effect of the issuance and conversion
                                            of the convertible notes in the “pro forma as adjusted column.” Revise the bullet
                                            points and footnotes to the table as appropriate that correlates to the presentation made
                                            and that clearly state what is represented in each column. Please advise.

Response:
The Company has amended page 34 of the Amendment in response to the comments.

  Securities and Exchange Commission

                                            Page 3

Dilution,
page 35

5. It
                                            appears the line item for dilution per share to new investors in this offering of $4.08 (based
                                            on $7,578,777 net tangible book value divided by 18,000,000 shares of common stock) should
                                            immediately follow the line for pro forma net tangible book value as of September 30, 2024.
                                            It appears the line described as increase in pro forma as adjusted net tangible book value
                                            attributable to investors participating in this offering represents the effect of the conversion
                                            of the convertible notes and should be described as such. Further, it appears net tangible
                                            book value after conversion of the convertible notes into 1,800,000 common shares is $0.52
                                            per share (based on $10,278,777 net tangible book value divided by 19,800,000 shares of common
                                            stock), with a corresponding diluted effect of $3.98. Please revise your presentation accordingly
                                            and to correlate with the capitalization table as may be revised. Otherwise, clarify for
                                            us why your current presentation is appropriate.

Response:
The Company has amended page 35 of the Amendment in response to the comments.

Executive
Compensation, page 81

6. Please
                                            revise your summary compensation table to conform to the tabular format prescribed in Item
                                            402(n) of Regulation S-K, and provide all supplementary disclosure required by such item
                                            and related Item 402(o) of Regulation S-K, as applicable. For example, we note that you disclose
                                            “equity awards” rather than distinguishing between stock and option awards and
                                            do not include a footnote disclosing all assumptions made in the valuation of such equity
                                            awards. Please ensure that your revisions provide sufficient context for the nature of these
                                            equity awards, as it is unclear how they are consistent with your statement at page 81 that
                                            there were “no outstanding equity awards” at December 31, 2024 and 2023, and
                                            the beneficial ownership table at page 83, which shows no common stock ownership by your
                                            named executive officers as of the date of the prospectus.

Response:
The Company has amended page 81 of the Amendment in response to the 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