Invest in Sircles
❤️ The Social Recommendations App Designed To Destroy Yelp!
Investment Terms
You will be investing in Sircles through an SPV. This means that when you invest, you will be signing the SPV Subscription Agreement, not the direct investment contract. For more information on SPVs, see here.
- SPV Subscription Agreement - Early Bird
- Early Bird SAFE (Simple Agreement for Future Equity)
- SPV Subscription Agreement
- SAFE (Simple Agreement for Future Equity)
Financials
We have financial statements ending December 31, 2024. Our cash in hand is $351,740, as of April 2025. Over the three months prior, revenues averaged $9,444/month, cost of goods sold has averaged $5,163/month, and operational expenses have averaged $136,021/month.
At a Glance
Jan 1 – Dec 31, 2024




You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this offering. Some of the information contained in this discussion and analysis, including information regarding the strategy and plans for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Overview
The Social Recommendations App Designed To Destroy Yelp! Sircles is a social media company which operates a mobile networking application.
Milestones
Sircles Media, Inc. (the “Company") is a corporation organized on February 12, 2018 under the laws of Delaware. The Company was originally formed under the name Social Circle LLC as a Delaware limited liability company. On December 15, 2019, the Company converted from a Delaware limited liability company to a Delaware corporation and changed its name from Social Circle LLC to Sircles Media, Inc.Since then, we have:
- Raised over $6M in rapid succession.
- Amazon AWS Activate, $100,000 recipient from Nvidia Inception accelerator.
- Over $100k in revenue in 2024
- Over 30,000 unique small businesses have been Favorited on Sircles
- 75,000 + Check in's on Sircles
- #1 Trending App on Kickstarter on launch day.
- March 2024' Kingscrowd staff pick
- Revenues & Gross Margin. For the period ended December 31, 2024, the Company had revenues of $106,513 compared to the year ended December 31, 2023, when the Company had revenues of $0. Our gross margin was 49.59% in fiscal year 2024
- Assets. As of December 31, 2024, the Company had total assets of $867,828, including $760,102 in cash. As of December 31, 2023, the Company had $599,405 in total assets, including $472,547 in cash.
- Net Loss. The Company has had net losses of $2,144,615 and net losses of $1,292,781 for the fiscal years ended December 31, 2024 and December 31, 2023, respectively.
- Liabilities. The Company's liabilities totaled $6,815,924 for the fiscal year ended December 31, 2024 and $4,481,770 for the fiscal year ended December 31, 2023. The Company's total liabilities includes SAFEs which account for $6,667,139 of the liabilities for 2024 and $4,362,375 for 2023.
To-date, the company has been financed with $75,000 in debt, $318,000 in equity, $327,000 in convertibles, and $6,667,139 in SAFEs.
After the conclusion of this Offering, should we hit our minimum funding target, our projected runway is 3 months before we need to raise further capital.
We plan to use the proceeds as set forth in this Form C under "Use of Funds". We don’t have any other sources of capital in the immediate future.
We will likely require additional financing in excess of the proceeds from the Offering in order to perform operations over the lifetime of the Company. We plan to raise capital in 1 months. Except as otherwise described in this Form C, we do not have additional sources of capital other than the proceeds from the offering. Because of the complexities and uncertainties in establishing a new business strategy, it is not possible to adequately project whether the proceeds of this offering will be sufficient to enable us to implement our strategy. This complexity and uncertainty will be increased if less than the maximum amount of securities offered in this offering is sold. The Company intends to raise additional capital in the future from investors. Although capital may be available for early-stage companies, there is no guarantee that the Company will receive any investments from investors.
Runway & Short/Mid Term Expenses
Sircles Media Inc. cash in hand is $351,740, as of April 2025. Over the last three months, revenues have averaged $9,444/month, cost of goods sold has averaged $5,163/month, and operational expenses have averaged $136,021/month, for an average burn rate of $131,740 per month.
Since the date our financials cover, the Company increased the shares for issuance under its 2021 Stock Incentive plan to an aggregate of 6,000,000 Class B common shares. The Company granted a total of 250,000 stock options to purchase shares of its Class B Common Stock under the 2021 Stock Incentive Plan in connection with services performed for the Company. All 250,000 stock options were fully vested in January 2025.
We expect revenues to average $9,000-$11,000 in the next 3-6 months. Expenses are expected to be $140,000-$180,000 per month for the next six months.
At this early stage we are prioritizing user growth, retention, and engagement as the most important metrics to build value. As we focus on our prioritized metrics, we expect spending to outpace revenue for the foreseeable future. We anticipate this strategy leading to the Company getting acquired by another company, or going public before achieving profitability. Other companies in the social media space have adopted this strategy, such as Snapchat, which didn’t turn their first profit until 2017 well after going public. Such is the nature of our industry, among others where early stage growth of new product offerings precede profitability. We have implemented a monetization strategy through the sale of business subscriptions and merchandise, though we are focused on growth and not pursuing profitability at this time. Our best guess is that with $10-20M in funding we might choose to pursue profitability in 36-48 months, but that is just an estimate and is likely to change.
We anticipate continuing to raise capital through additional equity crowdfunding rounds, private equity, or venture capital funding, particularly if Sircles demonstrates significant exit potential. Short-term burn during the campaign will be covered by existing cash reserves and revenue.
All projections in the above narrative are forward-looking and not guaranteed.
Risks
Management’s judgment regarding use of proceeds: Sircles Media’s management, including the Board of Directors, will have broad discretion over the use of the net proceeds from the crowdfunding. Management has made only preliminary determinations as to the amount of net proceeds to be used based on its current expectations regarding Sircles Media’s financial performance and business needs over the foreseeable future. These expectations may prove to be inaccurate, as actual financial performance may differ from management’s current expectations, or Sircles Media’s business needs may change as its business and its industry evolve. As a result, the proceeds received by Sircles Media in crowdfunding may be used in a manner significantly different from its current plans. The Company may never receive a future equity financing or elect to convert the Securities upon such future financing. In addition, the Company may never undergo a liquidity event such as a sale of the Company or an IPO. If neither the conversion of the Securities nor a liquidity event occurs, the Purchasers could be left holding the Securities in perpetuity. The Securities have numerous transfer restrictions and will likely be highly illiquid, with no secondary market on which to sell them. The Securities are not equity interests, have no ownership rights, have no rights to the Company’s assets or profits and have no voting rights or ability to direct the Company or its actions.
Other Disclosures
The Board of Directors
Director | Occupation | Joined |
---|---|---|
Michael Nashick | Controller @ Tech 2U | 2018 |
John Worthington | CEO @ Sircles Media Inc | 2018 |
Danny Hinkle | COO @ Sircles Media Inc | 2018 |
Todd Fiore | President & CIO @ Sircles Media Inc | 2018 |
Ian Reeder | General Manager @ Tech 2U | 2018 |
Jordan Baldwin | Founder/Owner @ Ridgeline Engineering | 2021 |
Rob Williams | Founder/Owner @ Williams Broadcasting | 2021 |
Officers
Officer | Title | Joined |
---|---|---|
Ian Reeder | Secretary | 2018 |
Todd Fiore | CIO | 2018 |
Michael Nashick | CFO | 2018 |
John Worthington | CEO | 2018 |
Danny Hinkle | COO | 2018 |
Voting Power
Holder | Securities Held | Power |
---|---|---|
John Worthington | 8,600,000 Class A Common | 88.2% |
Past Fundraises
Date | Security | Amount |
---|---|---|
Current | SAFE | $497,639 |
4/2024 | SAFE | $2,334,664 |
4/2024 | SAFE | $1,820,655 |
4/2022 | SAFE | $3,037,440 |
12/2020 | SAFE | $225,035 |
11/2020 | Loan | $10,000 |
11/2020 | SAFE | $1,070,000 |
2/2020 | Priced Round | $167,000 |
11/2019 | Priced Round | $151,000 |
1/2019 | Loan | $30,000 |
1/2019 | Convertible Note | $327,000 |
9/2018 | Loan | $35,000 |
Outstanding Debts
Issued | Lender | Outstanding | Maturity |
---|
Related Party Transactions
Tech 2U
Tech2U and Sircles Media are under common ownership and control. John Worthington and Todd Fiore collectively own and control 100% of Tech 2U. They both also founded Sircles and own a majority of Sircles voting power. Tech 2U has, and will for the foreseeable future, provide technical and promotional services to Sircles Media as further described. Hence, we characterize Tech 2U as a related party for disclosure purposes.
In 2022, the Company entered into a development and hosting agreement to develop and support business admin panel and the Sircles Rewards Store, with Tech 2U a related party under common control, for a total consideration of $50,000. The Company paid the full amount in 2022. As of December 31, 2023, $7,917 of the consideration was recognized as prepaid expense. The Company incurred expenses on this agreement of $7,917 and $22,083 for the years ended December 31, 2024 and 2023, respectively.
In 2023, the Company engaged Tech 2U to provide ongoing technical support and promotional services on a month-to-month contract at a rate of $5,000 per month. The Company recognized $45,000 of operating expense for the year ended December 31, 2023 under this agreement. As of December 31, 2023, the outstanding amount is $5,000, which is included in accounts payable on the balance sheet. An additional $10,000 was recognized to expenses under this agreement in the year ended December 31, 2024.
In 2024, the Company engaged Tech 2U to provide project work, ongoing technical support, promotional services, and inventory management/order fulfillment services with the following terms: The Company will pay Tech 2U $40,000 for all project planning and implementation described in the agreement (expansion of functionality and features of Sircles Webstore). For ongoing support services, beginning March 1, 2024, the Company will pay Tech 2U $7,000 per month on a month-to-month contract in place of the $5,000 per month contract previously agreed upon. The Company recognized $110,000 of operating expense for the year ended December 31, 2024 under these agreements.
Williams Broadcasting
In January of 2024, the Company entered into two agreements with Williams Broadcasting, owned and operated by Rob Williams who is a member of the Company’s board of directors. The Company entered into a six-month agreement for $50,000 to promote the Sircles app, encourage downloads and app usage, and promote its crowdfunding campaign, with all $50,000 recognized to 2024 operating expenses. Additionally, the Company entered into a profit-sharing agreement to share 50% of the net profits from the sales of the Happiest Hour wellness beverage through the Sircles store. Under this agreement, the Company has incurred obligations to pay Williams Broadcasting a total of $20,070 for 2024 sales. $1,335 of this amount (relating to December sales) was payable as of December 31, 2024 and recorded as due to related party liabilities on the balance sheet.
Use of Funds
$100,000 | 30% towards product development, maintenance, and improvement of app. 60% towards user acquisition via influencer, grassroots and social media marketing, and other promotional vehicles. 4% on legal and other administrative costs. 6% Wefunder fees. |
---|---|
$3,923,089 | 25% towards product development, maintenance, and improvement of app. 68% towards user acquisition via influencer, grassroots and social media marketing, and other promotional vehicles. 1% on legal and other administrative costs. 6% Wefunder fees.Raising our maximum target allows us to more widely scale our marketing efforts, and to continue to invest heavily in user acquisition. |
Capital Structure
Class of Security | Securities (or Amount) Authorized | Securities (or Amount) Outstanding | Voting Rights |
---|---|---|---|
Class A Common | 9,000,000 | 8,600,000 | Yes |
Series Seed Preferred | 10,000,000 | 2,637,010 | Yes |
Class B Common | 21,000,000 | 8,881,903 | Yes |
The Funding Portal
Sircles is conducting a Regulation Crowdfunding offering via Wefunder Portal LLC. CRD Number: #283503.Form C Filing on EDGAR
The Securities and Exchange Commission hosts the official Form C on their EDGAR web site.