Form 1-A Issuer Information UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0286 FORM 1-A 1-A: Filer Information Issuer CIK Issuer CCC DOS File Number Offering File Number FORM 1-A REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 0001924902 *removed Estimated average burden hours per response: 608.0 Is this a LIVE or TEST Filing? LIVE TEST Would you like a Return Copy? Notify via Filing Website only? Since Last Filing? Submission Contact Information Name Phone E-Mail Address 3umph Studios 4708144738 biz@jeralclyde.com 1-A: Item 1. Issuer Information Issuer Infomation Exact name of issuer as specified in the issuers charter Jurisdiction of Incorporation / Organization Year of Incorporation CIK Primary Standard Industrial Classification Code I.R.S. Employer Identification Number Total number of full-time employees Total number of part-time employees Issuer Infomation Exact name of issuer as specified in the issuers charter Jurisdiction of Incorporation / Organization Year of Incorporation CIK Primary Standard Industrial Classification Code 3umph Studios LLC GEORGIA 2013 0001924902 MISCELLANEOUS PUBLISHING 46-2627161 2 2 GEORGIA 2013 MISCELLANEOUS PUBLISHING https://www.edgarfiling.sec.gov/submitRega1AForm.html?action=print 1/8 8/24/22, 10:05 AM https://www.edgarfiling.sec.gov /submitRega1AForm.html?action=print I.R.S. Employer Identification Number Total number of full-time employees Total number of part-time employees Contact Infomation Address of Principal Executive Offices Address 1 Address 2 City State/Country Mailing Zip/ Postal Code Phone 46-2627161 2 2 1700 Northside Drive A7 1224 Atlanta GEORGIA 30318 4708144738 Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre qualification review of the offering statement. Name Address 1 Address 2 City State/Country Mailing Zip/ Postal Code Phone 3umph Studios LLC 1700 Northside Drive A7 1224 Atlanta GEORGIA 30318 4708144738 Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active. Email Address Financial Statements biz@jeralclyde.com Use the financial statements for the most recent period contained in this offering statement to provide the following information about the issuer. The following table does not include all of the line items from the financial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To determine Total Revenues for all companies selecting "Other" for their industry group, refer to Article 5-03(b)(1) of Regulation S-X. For companies selecting Insurance, refer to Article 7-04 of Regulation S-X for calculation of Total Revenues and paragraphs 5 and 7 of Article 7-04 for Costs and Expenses Applicable to Revenues. Industry Group (select one) Banking Insurance Other Balance Sheet Information Cash and Cash Equivalents Investment Securities Total Investments Accounts and Notes Receivable Loans $ 2250500.00 $ 200000.00 $ $ 2250500.00 $ https://www.edgarfiling.sec.gov /submitRega1AForm.html?action=print 2/8 8/24/22, 10:05 AM https://www.edgarfiling.sec.gov /submitRega1AForm.html?action=print Property, Plant and Equipment (PP&E): Property and Equipment Total Assets Accounts Payable and Accrued Liabilities Policy Liabilities and Accruals Deposits Long Term Debt Total Liabilities Total Stockholders' Equity Total Liabilities and Equity $ 100000.00 $ $ 2250500.00 $ 640000.00 $ $ $ 0.00 $ 2250000.00 $ 2250500.00 $ 2250500.00 Statement of Comprehensive Income Information Total Revenues Total Interest Income Costs and Expenses Applicable to Revenues Total Interest Expenses Depreciation and Amortization Net Income Earnings Per Share - Basic Earnings Per Share - Diluted $ 2250500.00 $ $ 2250500.00 $ $ 300.00 $ 2250500.00 $ 10.00 $ 0.00 Name of Auditor (if any) Unaudited Outstanding Securities Common Equity Name of Class (if any) Common Equity Common Equity Units Outstanding Common Equity CUSIP (if any): Common Equity Units Name of Trading Center or Quotation Medium (if any) Preferred Equity Preferred Equity Name of Class (if any) Preferred Equity Units Outstanding Common Stock A 100000 000000000 SEC 0 https://www.edgarfiling.sec.gov/submitRega1AForm.html?action=print 3/8 8/24/22, 10:05 AM https://www.edgarfiling.sec.gov /submitRega1AForm.html?action=print Preferred Equity CUSIP (if any) Preferred Equity Name of Trading Center or Quotation Medium (if any) Debt Securities Debt Securities Name of Class (if any) Debt Securities Units Outstanding Debt Securities CUSIP (if any): Debt Securities Name of Trading Center or Quotation Medium (if any) 0 1-A: Item 2. Issuer Eligibility Issuer Eligibility Check this box to certify that all of the following statements are true for the issuer(s) Organized under the laws of the United States or Canada, or any State, Province, Territory or possession thereof, or the District of Columbia. Principal place of business is in the United States or Canada. Not a development stage company that either (a) has no specific business plan or purpose, or (b) has indicated that its business plan is to merge with an unidentified company or companies. Not an investment company registered or required to be registered under the Investment Company Act of 1940. Not issuing fractional undivided interests in oil or gas rights, or a similar interest in other mineral rights. Not issuing asset-backed securities as defined in Item 1101 (c) of Regulation AB. Not, and has not been, subject to any order of the Commission entered pursuant to Section 12(j) of the Exchange Act (15 U.S.C. 78l(j)) within five years before the filing of this offering statement. Has filed with the Commission all the reports it was required to file, if any, pursuant to Rule 257 during the two years immediately before the filing of the offering statement (or for such shorter period that the issuer was required to file such reports). 1-A: Item 3. Application of Rule 262 Application Rule 262 Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification. Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement. 1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings Summary Infomation Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering Check the appropriate box to indicate whether the financial statements have been audited Tier1 Tier2 Unaudited Audited Types of Securities Offered in this Offering Statement (select all that apply) Equity (common or preferred stock) Security to be acquired upon exercise of option, warrant or other right to acquire security Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)? Does the issuer intend this offering to last Yes No more than one year? Yes No Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)? Will the issuer be conducting a best Yes No efforts offering? Yes No https://www.edgarfiling.sec.gov/submitRega1AForm.html?action=print 4/8 8/24/22, 10:05 AM https://www.edgarfiling.sec.gov /submitRega1AForm.html?action=print Has the issuer used solicitation of interest communications in connection with the proposed offering? Does the proposed offering involve the resale of securities by affiliates of the issuer? Number of securities offered Number of securities of that class outstanding Yes No Yes No 100000 20000000 The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to Rule 251(a) for the definition of aggregate offering price or aggregate sales as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering. Price per security The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs) $ 10.0000 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 Anticipated fees in connection with this offering and names of service providers Underwriters - Name of Service Provider Underwriters - Fees $ Sales Commissions - Name of Service Provider Jeral Clyde Jr. Sales Commissions - Fee $ 250000.03 Finders' Fees - Name of Service Provider Finders' Fees - Fees $ Accounting or Audit - Name of Service Provider Accounting or Audit - Fees $ Legal - Name of Service Provider Legal - Fees $ Promoters - Name of Service Provider Promoters - Fees $ Blue Sky Compliance - Name of Service ProviderBlue Sky Compliance - Fees $ CRD Number of any broker or dealer listed: Estimated net proceeds to the issuer Clarification of responses (if necessary) $ 1-A: Item 5. Jurisdictions in Which Securities are to be Offered Jurisdictions in Which Securities are to be Offered Using the list below, select the jurisdictions in which the issuer intends to offer the securities Selected States and Jurisdictions ALABAMA ALASKA ARIZONA ARKANSAS https://www.edgarfiling.sec.gov/submitRega1AForm.html?action=print 5/8 8/24/22, 10:05 AM https://www.edgarfiling.sec.gov /submitRega1AForm.html?action=print CALIFORNIA COLORADO CONNECTICUT DELAWARE DISTRICT OF COLUMBIA FLORIDA GEORGIA HAWAII IDAHO ILLINOIS INDIANA IOWA KANSAS KENTUCKY LOUISIANA MAINE MARYLAND MASSACHUSETTS MICHIGAN MINNESOTA MISSISSIPPI MISSOURI MONTANA NEBRASKA NEVADA NEW HAMPSHIRE NEW JERSEY NEW MEXICO NEW YORK NORTH CAROLINA NORTH DAKOTA OHIO OKLAHOMA OREGON PENNSYLVANIA PUERTO RICO RHODE ISLAND SOUTH CAROLINA SOUTH DAKOTA TENNESSEE TEXAS UTAH VERMONT VIRGINIA WASHINGTON WEST VIRGINIA WISCONSIN WYOMING ALBERTA, CANADA BRITISH COLUMBIA, CANADA MANITOBA, CANADA NEW BRUNSWICK, CANADA NEWFOUNDLAND, CANADA NOVA SCOTIA, CANADA ONTARIO, CANADA PRINCE EDWARD ISLAND, CANADA QUEBEC, CANADA SASKATCHEWAN, CANADA YUKON, CANADA CANADA (FEDERAL LEVEL) Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box None Same as the jurisdictions in which the issuer intends to offer the securities https://www.edgarfiling.sec.gov/submitRega1AForm.html?action=print 6/8 8/24/22, 10:05 AM https://www.edgarfiling.sec.gov /submitRega1AForm.html?action=print Selected States and Jurisdictions ALABAMA ALASKA ARIZONA ARKANSAS CALIFORNIA COLORADO CONNECTICUT DELAWARE DISTRICT OF COLUMBIA FLORIDA GEORGIA HAWAII IDAHO ILLINOIS INDIANA IOWA KANSAS KENTUCKY LOUISIANA MAINE MARYLAND MASSACHUSETTS MICHIGAN MINNESOTA MISSISSIPPI MISSOURI MONTANA NEBRASKA NEVADA NEW HAMPSHIRE NEW JERSEY NEW MEXICO NEW YORK NORTH CAROLINA NORTH DAKOTA OHIO OKLAHOMA OREGON PENNSYLVANIA PUERTO RICO RHODE ISLAND SOUTH CAROLINA SOUTH DAKOTA TENNESSEE TEXAS UTAH VERMONT VIRGINIA WASHINGTON WEST VIRGINIA WISCONSIN WYOMING ALBERTA, CANADA BRITISH COLUMBIA, CANADA MANITOBA, CANADA NEW BRUNSWICK, CANADA NEWFOUNDLAND, CANADA NOVA SCOTIA, CANADA ONTARIO, CANADA PRINCE EDWARD ISLAND, CANADA QUEBEC, CANADA SASKATCHEWAN, CANADA YUKON, CANADA CANADA (FEDERAL LEVEL) 1-A: Item 6. Unregistered Securities Issued or Sold Within One Year https://www.edgarfiling.sec.gov/submitRega1AForm.html?action=print 7/8 8/24/22, 10:05 AM https://www.edgarfiling.sec.gov /submitRega1AForm.html?action=print Unregistered Securities Issued or Sold Within One Year None Unregistered Securities Act (d) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption https://www.edgarfiling.sec.gov/submitRega1AForm.html?action=print 8/8