THUMZUP MEDIA Corp
For the period ended Dec 31, 2023. Filed Mar 20, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 20, 2024
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Index to Financial Statements
(1) Financial Statements.
The following documents are included on pages F-1 through F-6 attached hereto and are filed as part of this Annual Report on Form 10-K.
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 457) | F-1 |
|---|---|
| Balance Sheets as of December 31, 2023 and 2022 | F-2 |
| Statements of Operations for the Years Ended December 31, 2023 and 2022 | F-3 |
| Statements of Stockholders’ Deficit for the Years Ended December 31, 2023 and 2022 | F-4 |
| Statements of Cash Flows for the Years Ended December 31, 2023 and 2022 | F-5 |
| Notes to Financial Statements | F-6 |
(2) Financial Statement Schedules.
No financial statement schedules have been submitted because they are not required or are not applicable or because the information required is included in the financial statements or the notes thereto.
(3) Exhibits.
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| No. | Description | Form | File No. | Exhibit | Filing Date |
| 3.1 | Articles of Incorporation | S-1/A | 333-255624 | 3.1 | June 23, 2021 |
| 3.2 | Certificate of Amendment to the Articles of Incorporation filed November 4, 2022 | 1-A/A | 024-12067 | 3.2 | December 9, 2022 |
| 3.3 | Amended and Restated Bylaws | 1-A/A | 024-12067 | 3.3 | December 9, 2022 |
| 3.4 | Form of Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Preferred Convertible Voting Stock | 8-K | 333-255624 | 3.1 | September 27, 2022 |
| 3.5 | Form of Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series B Preferred Convertible Voting Stock | ||||
| 4.1 | Form of Common Stock Certificate | S-1/A | 333-196735 | 4.1 | June 23, 2021 |
| 10.1 | Form of Stock Purchase Agreement | 10-K | 333-255624 | 10.1 | March 17, 2022 |
| 10.2 | Form of Common Stock Financing Term Sheet | 10-K | 333-255624 | 10.2 | March 17, 2022 |
| 10.3 | Form of Registration Rights Agreement | 10-K | 333-255624 | 10.3 | March 17, 2022 |
| 10.4 | Form of Securities Purchase Agreement | 8-K | 333-255624 | 10.1 | September 27, 2022 |
| 10.5 | Form of Escrow Agreement | 1-A/A | 024-12067 | 10.5 | December 9, 2022 |
| 10.6 | Form of Subscription Agreement | 1-A/A | 024-12067 | 4.1 | December 9, 2022 |
| 10.7+ | Employment Agreement by and between the Company and Robert Steele dated October 18, 2022 | 1-A/A | 024-12067 | 10.6 | December 9, 2022 |
| 10.8+* | First Amendment to Employment Agreement by and between the Company and Robert Steele dated June 1, 2023 | ||||
| 10.9* | Form of Promissory Note by and between the Company and Westside Strategic Partners, LLC dated December 4, 2023 | ||||
| 31.1* | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 31.2* | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.1* | Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.2* | Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 101.INS | Inline XBRL Instance Document | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
| * | filed herewith. |
|---|---|
| + | Denotes a management contract or compensatory plan. |
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