THUMZUP MEDIA Corp Files 10-K for Fiscal Year Ended December 31, 2023

TL;DR

<b>THUMZUP MEDIA Corp has filed its annual 10-K report detailing financial performance and structure for the fiscal years 2021-2023.</b>

AI Summary

THUMZUP MEDIA Corp (DTCX) filed a Annual Report (10-K) with the SEC on March 20, 2024. THUMZUP MEDIA Corp filed its 10-K report for the fiscal year ending December 31, 2023. The company is incorporated in Nevada and operates in the Services-Computer Processing & Data Preparation sector (SIC 7374). The filing includes financial data for the fiscal years 2021, 2022, and 2023. Key financial statement items such as Series A Preferred Stock, Common Stock, Additional Paid-In Capital, Subscription Receivable, and Retained Earnings are detailed for these periods. The report also references convertible debt securities and senior notes.

Why It Matters

For investors and stakeholders tracking THUMZUP MEDIA Corp, this filing contains several important signals. This 10-K filing provides a comprehensive overview of THUMZUP MEDIA Corp's financial health and operational structure for the past three fiscal years, crucial for investors assessing the company's stability and growth potential. The detailed breakdown of equity, debt, and financial statement components offers insights into the company's capital structure and any adjustments made due to prior period error corrections.

Risk Assessment

Risk Level: medium — THUMZUP MEDIA Corp shows moderate risk based on this filing. The filing is a 10-K, which is a standard annual report, but the limited specific financial data provided in the header suggests a need for deeper analysis of the full document to assess the company's financial health and risks.

Analyst Insight

Investors should review the full 10-K filing to understand THUMZUP MEDIA Corp's financial performance, debt structure, and any disclosed risks.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed Period of Report)
• 2024-03-20 — Filing Date (Filed As Of Date)
• 2021, 2022, 2023 — Fiscal Years Reported (Financial Data Periods)
• 7374 — SIC Code (Services-Computer Processing & Data Preparation)

Key Players & Entities

• THUMZUP MEDIA Corp (company) — Filer of the 10-K report
• 2023-12-31 (date) — Conformed period of report
• 2024-03-20 (date) — Filed as of date
• 7374 (industry_code) — Standard Industrial Classification
• NV (state) — State of Incorporation
• LOS ANGELES (location) — Business Address City
• CA (state) — Business Address State
• 310-237-2887 (phone_number) — Business Phone

FAQ

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K filing.
• 2024-03-20: Filing Date — Date the 10-K report was officially submitted to the SEC.

Glossary

10-K

An annual report required by the U.S. Securities and Exchange Commission (SEC), which gives a comprehensive summary of a company's financial performance. (This filing provides the primary source of detailed financial information for THUMZUP MEDIA Corp for the fiscal year.)

Series A Preferred Stock

A class of preferred stock with specific rights and privileges, often senior to common stock. (Indicates a component of the company's capital structure and potential shareholder rights.)

Additional Paid-In Capital

The amount of money an entity receives from the issuance of stock that exceeds its par value. (Reflects capital raised through stock issuance beyond the nominal value.)

Key Financial Figures

• $0.001 — : Title of each class Common Stock, $0.001 per share Securities registered pursu
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• $1,000,000 — s illustration would receive a total of $1,000,000 and Thumzup would retain $300,000 as it
• $300,000 — of $1,000,000 and Thumzup would retain $300,000 as its service fee. The Thumzup platfor

Filing Documents

• form10-k.htm (10-K) — 1178KB
• ex3-5.htm (EX-3.5) — 108KB
• ex10-8.htm (EX-10.8) — 16KB
• ex10-9.htm (EX-10.9) — 32KB
• ex31-1.htm (EX-31.1) — 18KB
• ex31-2.htm (EX-31.2) — 18KB
• ex32-1.htm (EX-32.1) — 5KB
• ex32-2.htm (EX-32.2) — 5KB
• form10-k_001.jpg (GRAPHIC) — 2KB
• ex3-5_001.jpg (GRAPHIC) — 4KB
• form10-k_002.jpg (GRAPHIC) — 33KB
• form10-k_2.jpg (GRAPHIC) — 43KB
• 0001493152-24-010691.txt (&nbsp;) — 5347KB
• tzup-20231231.xsd (EX-101.SCH) — 26KB
• tzup-20231231_cal.xml (EX-101.CAL) — 53KB
• tzup-20231231_def.xml (EX-101.DEF) — 159KB
• tzup-20231231_lab.xml (EX-101.LAB) — 243KB
• tzup-20231231_pre.xml (EX-101.PRE) — 229KB
• form10-k_htm.xml (XML) — 634KB

Business

Business 6 Item 1A.

Risk Factors

Risk Factors 10 Item 1B. Unresolved Staff Comments 21 Item 1C. Cybersecurity 21 Item 2.

Properties

Properties 21 Item 3.

Legal Proceedings

Legal Proceedings 21 Item 4. Mine Safety Disclosure 21 PART II Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 21 Item 6. [RESERVED] 22 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 2 2 Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 25 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 25 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 25 Item 9A.

Controls and Procedures

Controls and Procedures 26 Item 9B. Other Information 26 PART III Item 10. Directors, Executive Officers and Corporate Governance 27 Item 11.

Executive Compensation

Executive Compensation 27 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 28 Item 13. Certain Relationships and Related Transactions, and Director Independence 30 Item 14. Principal Accountant Fees and Services 32 PART IV Item 15. Exhibits, Financial Statement Schedules 32 Index to Financial Statements 32 Item 16. Form 10K Summary 33

Signatures

Signatures 34 2 PART I In this Annual Report on Form 10-K, "we," "our," "us," "Thumzup," and "the Company" refer to Thumzup Media Corporation, unless the context requires otherwise. Forward-Looking and Cautionary Statements This Annual Report contains forward-looking statements that involve risks, uncertainties and assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 2IE of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements are often identified by the use of words such as, but not limited to, "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "project," "seek," "should," "target, would" and similar expressions or variations intended to identify forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding: future financial position;

business

business strategy; budgets, projected costs, and plans; future industry growth; financing sources; the impact of litigation, government inquiries and investigations; and all other statements regarding our intent, plans, beliefs, or expectations or those of our directors or officers. These management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled "Risk Factors" included under Part I, Item 1A below. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. Incorporation by Reference The Commission allows us to incorporate by reference the information we file with it. This means that we can disclose information to you by referring you to those documents. The documents that have been incorporated by reference are an important part of this annual report, and you should review that information in order to understand the nature of any investment by you in our common shares. 3 RISK FACTOR SUMMARY Our business operations are subject to numerous risks and uncertainties, including the risks described in the section titled "Risk Factors" included under Part I, Item 1A of this Annual Report on Form 10-K, that could cause our business, financial condition or operating results to be harmed, including risks regarding the following: Risks Relating to Our Business The Company is a recently formed co

Business

Business Model Advertisers purchase a campaign on the Thumzup website. Once the advertiser approves a post for payment, the platform facilitates the payment to the Creator, with monetary amounts that range from $1.00 to $1,000.00 per approved post. The Thumzup platform enables the advertiser to screen and filter posts so that the advertiser only pays for posts that are commercially valuable, ensuring Creators are rewarded for posts that have images and text that represent the advertiser in a positive manner. Per Post Fee Structure: Thumzup advertisers are charged a Per Post Fee' model. By way of illustration, if an advertiser purchases 100,000 posts at a rate of $10 per post to Thumzup Creators, the total cost would be $13.00 per post or $1,300,000. From this, Creators in this illustration would receive a total of $1,000,000 and Thumzup would retain $300,000 as its service fee. The Thumzup platform would then facilitate 100,000 endorsed posts for the advertiser from Thumzup Creators sharing with their followers about their endorsed products on social media. Value Proposition The Thumzup App is designed to generate scalable, genuine social media content for advertisers, bridging the gap between advertisers and individuals who are willing to authentically promote their products online. The Company envisions that many gig economy workers will be ideal candidates to become Creators posting on Thumzup. Envision a gig economy driver endorsing a diner they've just visited or a gig economy freelance designer at a cafe doing a graphic design project from a gig economy site who takes a moment to post about the coffee shop – all via Thumzup. The Company believes that Thumzup not only can readily provide supplemental income for this existing pool of gig economy workers, but also ensures advertisers receive quality content worthy of their ad spend. Regulatory Compliance The Federal Trade Commission regulates and requires certain disclosures by social media influencer

View Full Filing

View this 10-K filing on SEC EDGAR