Datacentrex, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e)) (the “Exchange Act”). Based on the foregoing evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2024, our disclosure controls and procedures were effective. Disclosure controls and procedures are designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in its reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Management’s Report on Internal Control Over Financial Reporting Our management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 Framework). Based on this evaluation, our principal executive officer and principal financial officer have concluded that our internal control over financial reporting as of December 31, 2024 was effective. Changes in Internal Control Over Financial Reporting During the fourth fiscal quarter ended December 31, 2024, we hired both a Chief Financial Officer and full-time, qualified controller to expand our accounting staff and provide multiple levels of review on financial transactions. Further, we implemented written accounting policies on all material aspects of our financial systems and implemented effective controls on these accounts. 40 Inherent Limitations of the Effectiveness of Controls Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. A control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. Attestation Report of Registered Public Accounting Firm This Annual Report does not contain an attestation report of our independent registered public accounting firm related to internal control over financial reporting because the rules for smaller reporting companies with less than $100 million of revenue provide an exemption from the attestation requirement. ITEM 9B. OTHER INFORMATION. None . PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Information required by this item is incorporated by reference to our proxy statement for our 2025 Annual Meeting of Stockholders. ITEM 11. EXECUTIVE COMPENSATION. Information required by this item is incorporated by reference to our proxy statement for our 2025 Annual Meeting of Stockholders. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. Information required by this item is incorporated by reference to our proxy statement for our 2025 Annual Meeting of Stockholders. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Information required by this item is incorporated by reference to our proxy statement for our 2025 Annual Meeting of Stockholders. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Information required by this item is incorporated by reference to our proxy statement for our 2025 Annual Meeting of Stockholders. 41 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. (a) Documents filed as part of this Annual Report: (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, 2024 and 2023 F-2 Statements of Operations for the Years Ended December 31, 2024 and 2023 F-3 Statements of Stockholders’ Deficit for the Years Ended December 31, 2024 and 2023 F-4 Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 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 S-1 333-27982 3.3 June 20, 2024 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 10-K 333-255624 3.5 March 20, 2024 4.1 Form of Common Stock Certificate S-1/A 333-196735 4.1 June 23, 2021 4.2 Description of Registrant’s Securities 8-A 001-42388 October 28, 2024 10.1 Form of Securities Purchase Agreement 8-K 333-255624 10.1 September 27, 2022 10.2 Form of Escrow Agreement 1-A/A 024-12067 10.5 December 9, 2022 10.3 Form of Subscription Agreement 1-A/A 024-12067 4.1 December 9, 2022 10.4 Form of Securities Purchase Agreement 10-Q 333-255624 10.1 May 14, 2024 10.5 Form of Underwriting Agreement with Dawson James Securities, Inc. S-1/A 333-279828 1.1 July 11, 2024 10.6 Form of Representative Warrant issued to Dawson James Securities, Inc. S-1/A 333-279828 4.1 July 26, 2024 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-K 024-12067 10.8 March 19, 2024 10.9+ Executive Employment Agreement by and between the Company and Robert Steele dated May 13, 2024 S-1 333-279828 10.10 May 30, 2024 10.10+ Executive Employment Agreement by and between the Company and Isaac Dietrich, dated May 21, 2024 S-1 333-279828 10.11 May 30, 2024 10.11 Form of Promissory Note by and between the Company and Westside Strategic Partners, LLC dated December 4, 2023 10-K 024-12067 10.9 March 19, 2024 10.12 Form of Promissory Note by and between the Company and Westside Strategic Partners, LLC dated August 26, 2024 S-1/A 333-279828 10.14 August 26, 2024 42 10.13 Form of Promissory Note by and between the Company and Westside Strategic Partners, LLC dated September 24, 2024 S-1/A 333-279828 10.15 October 9, 2024 10.14* Form of Promissory Note by and between the Company and Westside Strategic Partners, LLC dated October 21, 2024 10.15* Form of Promissory Note by and between the Company and Westside Strategic Partners, LLC dated October 28, 2024 10.16+ 10.17+ 2024 Equity Incentive Plan Amendment No. 1 to 2024 Equity Incentive Plan S-1/A S-1/A 333-279828 333-279828 10.13 10.14 July 11, 2024 August 26, 2024 10.18 Code of Conduct And Ethics S-1/A 333-27982 14.1 May 30, 2024 10.19 Compensation Recovery Policy S-1/A 333-27982 99.4 May 30, 2024 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. ITEM 16. FORM 10-K Summary None. 43 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 11, 2025. Thumzup Media Corporation By: /s/ Robert Steele Robert Steele Chief Executive Officer (Principal Executive Officer) By: /s/ Isaac Dietrich Isaac Dietrich Chief Financial Officer (Principal Financial/Accounting Officer) In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/ Robert Steele Chief Executive Officer (Principal Executive Officer) and March 11, 2025 Robert Steele Chairman of the Board of Directors /s/ Isaac Dietrich Chief Financial Officer March 11, 2025 Isaac Dietrich (Principal Financial and Accounting Officer) /s/ Robert Haag Director March 11, 2025 Robert Haag /s/ Joanna Massey Director March 11, 2025 Joanna Massey /s/ Paul Dickman Director March 11, 2025 Paul Dickman 44 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Thumzup Media Corporation Opinion on the Financial Statements We have audited the accompanying balance sheets of Thumzup Media Corporation (the Company) as of December 31, 2024 and 2023, and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two year period ended December 31, 2024 and 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion /s/ Haynie & Company Salt Lake City, Utah March 11, 2025 PCAOB #0457 We have served as the Company’s auditor since 2021. F- 1 THUMZUP MEDIA CORPORATION BALANCE SHEETS 2024 2023 December 31, 2024 2023 ASSETS Current assets: Cash $ 4,680,840 $ 259,212 Receivables 17,037 - Prepaid expenses 141,300 6,321 Total current assets 4,839,177 265,533 Capitalized software costs, net 248,627 142,614 Property and equipment, net 14,660 7,040 Computers, net - Total assets $ 5,102,464 $ 415,187 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 233,255 $ 65,860 Accrued payroll and related 101,948 Total current liabilities 335,203 65,860 Total liabilities 335,203 65,860 Commitments and contingencies - Stockholders’ equity: Preferred stock - 25,000,000 shares authorized: Preferred stock - Series A, $ 0.001 par value, $ 45,000 stated value, 1,000,000 shares authorized; 153,411 and 142,769 shares issued and outstanding 153 143 Preferred stock - Series B, $ 0.001 par value, $ 50,000 stated value, 40,000 shares authorized; 16,100 and - shares issued and outstanding 16 - Preferred stock, value 16 - Common stock, $ 0.001 par value, 250,000,000 shares authorized; 9,400,535 and 7,656,488 shares issued and outstanding, respectively 9,401 7,656 Additional paid in capital 14,449,399 6,033,331 Accumulated deficit ( 9,691,708 ) ( 5,691,803 ) Total stockholders’ equity 4,767,261 349,327 Total liabilities and stockholders’ equity $ 5,102,464 $ 415,187 The accompanying notes are an integral part of these financial statements. F- 2 THUMZUP MEDIA CORPORATION STATEMENTS OF OPERATIONS 2024 2023 For the Years Ended December 31, 2024 2023 Revenues $ 741 $ 2,048 Operating Expenses: Cost of revenues - 144 Sales and marketing 1,395,962 855,270 Research and development 244,909 513,088 Professional and consulting 1,553,864 727,554 General and administrative 653,611 395,624 Depreciation and amortization 98,317 29,398 Total Operating Expenses 3,946,663 2,521,078 Loss From Operations ( 3,945,922 ) ( 2,519,030 ) Other Income (Expense): Interest income 16,461 - Expense for liquidated damages/Interest Income - ( 731,652 ) Interest expense ( 70,444 ) ( 73,498 ) Total Other Income (Expense) ( 53,983 ) ( 805,150 ) Net Loss Before Income Taxes ( 3,999,905 ) ( 3,324,180 ) Provision for Income Taxes (Benefit) - - Net Loss ( 3,999,905 ) ( 3,324,180 ) Dividends on preferred stock - Net Income (Loss) Available to Common Stockholders $ ( 3,999,905 ) $ ( 3,324,180 ) Net Income (Loss) Per Common Share: Basic $ ( 0.50 ) $ ( 0.47 ) Diluted $ ( 0.50 ) $ ( 0.47 ) Weighted Average Common Shares Outstanding: Basic 8,003,246 7,123,001 Diluted 8,003,246 7,123,001 The accompanying notes are an integral part of these financial statements. F- 3 THUMZUP MEDIA CORPORATION STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 Shares Amount Shares Amount Shares Amount In Capital Receivable Deficit Total Preferred Stock Preferred Stock Additional Series A Series B Common Stock Paid Subscription Accumulated Shares Amount Shares Amount Shares Amount In Capital Receivable Deficit Total Balance at December 31, 2022 125,865 $ 124.00 - $ - 7,108,333 $ 7,108 $ 3,179,913 $ ( 33,000 ) $ ( 2,367,623 ) $ 786,524 Preferred Series A issued for dividends 10,325 12 - - - - 10,313 - - 10,325 Preferred Series A issued for liquidated damages 6,579 7 - - - - 296,038 - - 296,045 Common Stock issued for services rendered - - - - 28,000 28 192,012 - - 192,040 Common Stock issued for Reg A + offering and cash - - - - 389,896 390 1,591,102 33,000 - 1,591,490 Common Stock offering costs - - - - - - ( 17,601 ) - - ( 17,601 ) Stock subscription receivable received - - - - - - - - 33,000 Common stock issued for liquidated damages and accrued interest - - - - 130,259 130 781,554 - - 781,684 Net loss - - - - - - - - ( 3,324,180 ) ( 3,324,180 ) Balance at December 31, 2023 142,769 $ 143 - $ - 7,656,488 $ 7,656 $ 6,033,331 $ - $ ( 5,691,803 ) $ 349,327 Balance 142,769 $ 143 - $ - 7,656,488 $ 7,656 $ 6,033,331 $ - $ ( 5,691,803 ) $ 349,327 Common Stock issued for investment, net - - - - 1,675,006 1,676 7,337,801 - - 7,339,477 Common Stock issued for services rendered and to be rendered - - - - 44,152 $ 44 225,466 - 225,510 Common Stock issued for Series A conversion ( 743 ) ( 1 ) - - 11,149 $ 11 ( 10 ) - - - Common Stock issued for Series B dividend 13,740 $ 14 61,453 61,467 Series B issued for investment - - 16,100 16 804,984 805,000 Preferred Series A issued for dividends 11,385 11 11,374 11,385 Issuance costs - Preferred Series B - - ( 25,000 ) ( 25,000 ) Net loss - - - - ( 3,999,905 ) ( 3,999,905 ) Balance at December 31, 2024 153,411 $ 153 16,100 $ 16 9,400,535 $ 9,401 $ 14,449,399 $ - $ ( 9,691,708 ) $ 4,767,261 Balance 153,411 $ 153 16,100 $ 16 9,400,535 $ 9,401 $ 14,449,399 $ - $ ( 9,691,708 ) $ 4,767,261 The accompanying notes are an integral part of these financial statements. F- 4 THUMZUP MEDIA CORPORATION STATEMENTS OF CASHFLOWS 2024 2023 For the Years Ended December 31, 2024 2023 Cash flows from operating activities: Net loss $ ( 3,999,905 ) $ ( 3,324,180 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 98,317 29,398 Stock issued for services 225,510 192,040 Preferred stock dividend paid with stock 61,467 10,325 Preferred stock issued for liquidated damages 11,385 296,043 Common stock issued for liquidated damages - 781,684 Changes in operating assets and liabilities: Prepaid expenses ( 134,979 ) ( 3,418 ) Receivables ( 17,037 ) Accounts payable and accrued expenses 269,343 ( 25,499 ) Liquidated damages and accrued interest - ( 282,916 ) Net cash used in operating activities ( 3,485,899 ) ( 2,326,523 ) Cash flows from investing activities: Purchases of property and equipment ( 11,120 ) ( 7,986 ) Capitalized software costs ( 200,830 ) ( 168,513 ) Net cash used in investing activities ( 211,950 ) ( 176,499 ) Cash flows from financing activities: Proceeds from sale of common stock 7,339,477 1,591,492 Subscription receivable - 33,000 Proceeds from loan - related party 210,000 - Repayment of loan principal - related party ( 210,000 ) - Costs incurred for equity sales ( 25,000 ) ( 17,601 ) Proceeds from sale of preferred stock 805,000 - Net cash provided by financing activities 8,119,477 1,606,891 Net (decrease) increase in cash 4,421,628 ( 896,131 ) Cash, beginning of year 259,212 1,155,343 Cash, end of year $ 4,680,840 $ 259,212 Supplemental disclosures of cash flow information: Cash paid during period for interest $ 70,444 $ - Cash paid during period for taxes $ - $ - Supplemental disclosure of non-cash investing and financing activities: $ - $ - $ - $ - The accompanying notes are an integral part of these financial statements. F- 5 Thumzup™ Media Corporation Notes to Financial Statements December 31, 2024 Note 1 - Business Organization and Nature of Operations Thumzup Media Corporation (“Thumzup” or “Company”) was incorporated on October 27, 2020, under the laws of the State of Nevada, and its headquarters is located in Los Angeles, California. The Company’s primary business is software as a service provider dedicated to connecting businesses with consumers and allowing the business to incentivize consumers to post about their experience on social media. Thumzup’s mission is to democratize social media marketing by connecting advertisers with non-professional people, who can be paid for their posts about products and services they love through its technology which utilizes a proprietary mobile app (“App”). The App generates scalable word-of-mouth product posts and recommendations for advertisers on social media and is designed to connect advertisers with individuals who are willing to promote their products online. The Company is an “emerging growth company” as that term is used in the Jumpstart our Business Startups Act of 2012, and as such, has elected to comply with certain reduced public company reporting requirements. Note 2 - Summary of Significant Accounting Policies Basis of Presentation - The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-K. Use of Estimates The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America, which requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the reported amounts of expenses during the reported period. These assumptions and estimates could have a material effect on the financial statements. Actual results may differ materially from those estimates. The Company’s management periodically reviews estimates on an ongoing basis based on information currently available, and changes in facts and circumstances may cause the Company to revise these estimates. Significant estimates include estimates used in the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Cash and Cash Equivalents Cash and cash equivalents include all cash on hand, demand deposits and short-term investments with original maturities of three months or less when purchased. As of December 31, 2024 and 2023, the Company’s cash and cash equivalents consisted of $ 4,680,840 and $ 259,212 , respectively. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of the federally insured limit of $ 250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At December 31, 2024 and 2023, the uninsured balances amounted to $ 3,772,766 and $ 259,212 , respectively. There is a risk the Company may lose uninsured balances over the FDIC insurance limit. Prepaid Expenses As of December 31, 2024 and December 31, 2023, the Company had $ 141,300 and $ 6,321 in prepaid expenses, respectively. The Company’s prepaid expenses as of December 31, 2024, primarily consisted of premiums on insurance policies. Property and Equipment Property and equipment, which consists of computer equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives. Ordinary repair and maintenance costs are included in general and administrative expenses on our statement of operations. However, expenditures for additions or improvements that significantly extend the useful life of the asset are capitalized in the period incurred. At the time assets are sold or disposed of, the cost and accumulated depreciation are removed from their respective accounts and the related gains or losses are reflected in the statements of operations in gains from sales of property and equipment, net. The estimated useful life for computer equipment is three years . We evaluate the appropriateness of remaining depreciable lives assigned to computer equipment at the end of each fiscal year. Depreciation expense for the years ended December 31, 2024 and December 31, 2023 was $ 3,500 and $ 3,499 , respectively. F- 6 Alleviation of Going Concern The Company incurred losses of $ 3,999,905 , utilized $ 3,485,899 cash in operating activities, and did not generate substantial revenues during the year ended December 31, 2024. These indicators of a potential going concern were alleviated by cash balances of $ 4,680,840 and working capital of $ 4,503,974 at December 31, 2024, along with its successful Nasdaq listing. The Company believes it has sufficient cash to maintain operations for at least one year from the issuance of these financial statements. Revenue Recognition The Company recognizes revenue when services are realized. The Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”). The fees are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration. In accordance with ASC 606, the Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue in accordance with that core principle by applying the following: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligation in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue when (or as) the Company satisfies a performance obligation. We derive our revenue principally from service fees paid by the client for the use of our platform in connection with our advertising technology platform which incentivizes users to leave reviews of our clients. Our sole performance obligation in the transaction is to connect clients with end-users to facilitate the completion of a successful review on the user’s social media accounts. Judgment is required in evaluating the presentation of revenue on a gross versus net basis based on whether we control the service provided to the end-user and are the principal in the transaction (gross), or we arrange for other parties to provide the service to the end-user and are the agent in the transaction (net). We have concluded that we are the agent in our current transactions as we arrange for users to provide the service to the clients and the users post reviews on social media accounts controlled by the users. The assessment of whether we are considered the principal or the agent in a transaction could impact the accounting for these transactions and change the timing and amount of revenue recognized. The percentage fee the Company charges is not variable. Cost of Goods Sold The Company classifies its credit card transaction fees as cost of goods sold. Client Deposits Thumzup’s clients generally prepay to utilize the Company’s technology platform. All client deposits for services are recorded as a client deposit liability upon receipt. Upon a user leaving a qualified review for the client, as defined in Thumzup’s Mobile Terms and Conditions, the Company transfers the fee payable to the user to a user account balances liability account and realizes the fees payable to the Company as revenue. The Company holds all client deposits and user account balances in cash or cash-equivalents, including money market accounts. Capitalized Software Development Costs We capitalize certain costs related to the development and enhancement of the Thumzup platform. In accordance with authoritative guidance, including ASC 350-40, we began to capitalize these costs when the technological feasibility was established and preliminary development efforts were successfully completed, management has authorized and committed project funding, and it was probable that the project would be completed and the software would be used as intended. Such costs are amortized when placed in service, on a straight-line basis over the estimated useful life of the related asset, generally estimated to be three years. Costs incurred prior to meeting these criteria together with costs incurred for training and maintenance are expensed as incurred and recorded in product development expenses on our statements of operations. Costs incurred for enhancements that were expected to result in additional features or functionality that would generate additional revenue are capitalized and expensed over the estimated useful life of the enhancements, generally three years. The Company does not capitalize any testing or maintenance costs. The accounting for these capitalized software costs requires us to make significant judgments, assumptions and estimates related to the timing and amount of recognized capitalized software development costs. For the years ended December 31, 2024 and 2023, we capitalized $ 200,830 and $ 168,513 of costs related to the development of software applications, respectively. Amortization of capitalized software costs was $ 94,817 and $ 25,899 for the for the years ended December 31, 2024 and 2023, respectively. The balance of capitalized software was $ 248,627 and $ 142,614 , net of accumulated amortization of $ 120,716 and $ 25,899 at December 31, 2024 and 2023, respectively. F- 7 The Company evaluates its capitalized software costs for impairment annually, at year-end. As of December 31, 2024, the Company determined no impairment of its capitalized software costs was warranted. Income Taxes The Company utilizes the asset and liability approach to measure deferred tax assets and liabilities based on temporary differences existing at each balance sheet date using currently enacted tax rates in accordance with ASC 740. ASC 740 considers the differences between financial statement treatment and tax treatment of certain transactions. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rate is recognized as income or expense in the period that includes the enactment date of that rate. The Company has no tax positions as of December 31, 2024 and 2023 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes any interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. For the years ending December 31, 2024 and 2023, the Company recognized no interest and penalties. Share-based Compensation The Company maintains the 2024 Equity Incentive Plan (as amended, the “2024 Equity Incentive Plan”), Under the 2024 Equity Incentive Plan, the Company’s employees, officers, directors, and other eligible participants may be and have been awarded various types of share-based compensation, including options to purchase shares of the Company’s common stock, restricted stock units, and other stock-based awards. Additionally, under the 2024 Equity Plan, awards may be and have been granted that are subject to the achievement of one or more performance measures established by the Company’s Board of Directors or a duly authorized committee thereof. For options and other stock-based awards, the share-based compensation expense is based on the fair value of the awards on the date of grant, as estimated using the Black-Scholes valuation model. For restricted stock units, the share-based compensation expense is based on the fair value of the Company’s common stock on the date of grant. The fair value of liability-classified awards (e.g., the other stock-based awards and cash-settled restricted stock units) is remeasured at each reporting date. The Company recognizes share-based compensation expense for service-conditioned awards granted under the 2024 Equity Incentive Plan on a straight-line basis over the requisite service period (generally, the vesting period for service-conditioned awards under the 2024 Equity Incentive Plan. See Note 6, Stock Options, to the Financial Statements for further information regarding the 2024 Equity Incentive Plan, related share-based compensation expense, and assumptions used in determining fair value. Net Earnings (Loss) Per Common Share The Company computes earnings (loss) per share under ASC subtopic 260-10, Earnings Per Share. Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. The computation of basic and diluted income (loss) per share, for the year ended December 31, 2024 and 2023 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: Schedule of Potentially Dilutive Securities Excluded From Computation of Basic and Diluted Net Loss Per Share December 31, December 31, 2024 2023 Common shares issuable upon conversion of preferred stock 2,462,165 2,141,535 Common shares issuable upon exercise of warrants 71,250 - Common shares issuable upon exercise of options 1,183,000 - Total potentially dilutive shares 3,716,415 2,141,535 F- 8 Recent Accounting Pronouncements Crypto Assets In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). ASU 2023-08 requires in-scope crypto assets (including the Company’s bitcoin holdings) to be measured at fair value in the statement of financial position, with gains and losses from changes in the fair value of such crypto assets recognized in net income each reporting period. ASU 2023-08 also requires certain interim and annual disclosures for crypto assets within the scope of the standard. The Company will adopt this guidance effective January 1, 2025 on a prospective basis. The Company expects the adoption of ASU 2023-08 will have a material impact on its balance sheets, statements of operations, statements of cash flows and disclosures. The Company will initially record its bitcoin purchases at cost, upon adopting ASU 2023-08, any subsequent increases or decreases in fair value will be recognized as incurred in the Company’s Statements of Operations, and the fair value of the Company’s bitcoin will be reflected within the Company’s Balance Sheets each reporting period-end. Additionally, the Company will provide quantitative and qualitative disclosures to meet the new requirements under ASU 2023-08, including a roll-forward of its bitcoin holdings during the reporting period and period-end cost basis, fair value, number of units held, and restrictions. The U.S. enacted the Inflation Reduction Act of 2022 (“IRA”) in August 2022. Among other things, unless an exemption by statute or regulation applies, a provision of the IRA imposes a 15% corporate alternative minimum tax (“CAMT”) on a corporation with respect to an initial tax year and subsequent tax years, if the average annual adjusted financial statement income for any consecutive three-tax-year period preceding the initial tax year exceeds $1 billion. On September 12, 2024, the Department of Treasury and the Internal Revenue Service issued proposed regulations with respect to the application of the CAMT. For purposes of calculating the adjusted financial statement income, the Company will be required to ratably allocate from 2025 through 2028 the increase to the Company’s retained earnings. When determining whether the Company is subject to CAMT and when calculating any related tax liability for an applicable tax year, the proposed regulations provide that, among other adjustments, the Company’s adjusted financial statement income must include this ratable amount in addition to any unrealized gains or losses reported in the applicable tax year. Accordingly, as a result of the enactment of the IRA and the Company’s adoption of ASU 2023-08 on January 1, 2025, unless the IRA is amended or the proposed regulations, when finalized, are revised to provide relief (or other interim relief is granted), the Company could become subject to CAMT in the tax years 2026 and beyond. If the Company becomes subject to the CAMT, it could result in a material tax obligation that the Company would need to satisfy in cash, which could materially affect its financial results, including its earnings and cash flow, and its financial condition. Income Taxes In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information. In particular, on an annual basis, companies will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Companies will also be required to disclose, on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions above a quantitative threshold. The standard is effective for the Company for annual periods beginning January 1, 2025 on a prospective basis, with retrospective application permitted for all prior periods presented. The Company will adopt ASU 2023-09 for the annual period ending December 31, 2025 and is currently evaluating the impact of this guidance on its disclosures. Segment Reporting In November 2023, the FASB issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires enhanced disclosures surrounding reportable segments, particularly (i) significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included in the reported measure(s) of a segment’s profit and loss and (ii) other segment items that reconcile segment revenue and significant expenses to the reported measure(s) of a segment’s profit and loss, both on an annual and interim basis. Companies are also required to provide all annual disclosures currently required under Topic 280 in interim periods, in addition to disclosing the title and position of the CODM and how the CODM uses the reported measure(s) of segment profit and loss in assessing segment performance and allocating resources. The Company will adopt ASU 2023-07 for interim periods beginning January 1, 2025. F- 9 Disaggregation of Income Statement Expenses In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires specified information about certain costs and expenses be disclosed in the notes to the financial statements, including the expense caption on the face of the income statement in which they are disclosed, in addition to a qualitative description of remaining amounts not separately disaggregated. Entities will also be required to disclose their definition of “selling expenses” and the total amount in each annual period. The standard is effective for the Company for annual periods beginning January 1, 2027 and for interim periods beginning January 1, 2028, with updates applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its disclosures. There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. Note 3 – Non-Convertible Notes On December 4, 2023, Westside entered into a Promissory Note with the Company for $ 30,000 (“First Westside Note”). The First Westside Note carried an interest rate of 0 % and matured on December 8, 2023 . The Company repaid the First Westside Note in full on December 5, 2023 for $ 30,000 . The First Westside Note is retired. On August 26, 2024, Westside entered into a Promissory Note with the Company for $ 60,000 (“Second Westside Note”). The Second Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) October 25, 2024, (ii) receipt of $1,000,000 or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq . There is a default interest rate of 15 % and the note can be prepaid without penalty. During the year ended December 31, 2024, $ 1,068 in interest accrued on the Second Westside Note. On October 30, 2024, the Company repaid principal of $ 60,000 together with accrued interest of $ 1,068 . The Second Westside Note is retired. On September 24, 2024, Westside entered into a Promissory Note with the Company for $ 80,000 (“Third Westside Note”). The Third Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) October 25, 2024, (ii) receipt of $1,000,000 or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq . There is a default interest rate of 15 % and the note can be prepaid without penalty. During the year ended December 31, 2024 , $ 789 in interest accrued on the Third Westside Note. On October 30, 2024, the Company repaid principal of $ 80,000 together with accrued interest of $ 789 . The Third Westside Note is retired. On October 21, 2024, Westside entered into a Promissory Note with the Company for $ 50,000 (“Fourth Westside Note”). The Fourth Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) November 25, 2024, (ii) receipt of $1,000,000 or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq . There is a default interest rate of 15 % and the note can be prepaid without penalty. During the year ended December 31, 2024 , $ 123 in interest accrued on the Fourth Westside Note. On October 30, 2024, the Company repaid principal of $ 50,000 together with accrued interest of $ 123 . The Fourth Westside Note is retired. On October 28, 2024, Westside entered into a Promissory Note with the Company for $ 20,000 (“Fifth Westside Note”). The Fifth Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) November 25, 2024, (ii) receipt of $1,000,000 or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq . There is a default interest rate of 15 % and the note can be prepaid without penalty. During the year ended December 31, 2024 , $ 11 in interest accrued on the Fifth Westside Note. On October 30, 2024, the Company repaid principal of $ 20,000 together with accrued interest of $ 11 . The Fifth Westside Note is retired. F- 10 Note 4 – Contingencies Russia-Ukraine conflict The Russian-Ukraine conflict is a global concern. The Company does not have any direct exposure to Russia or Ukraine through its operations, employee base, investments or sanctions. However, if the conflict escalates, it is unknown whether its direct or indirect effects may impact our business. Note 5 - Shareholders’ Equity Preferred Stock The Company is authorized to issue 25,000,000 shares of preferred stock, par value $ 0.001 per share. Series A Preferred On September 26, 2022, the Company submitted a Certificate of Designation to the Secretary of State of Nevada designating 1,000,000 shares of preferred stock as Series A Preferred (“Series A Preferred”). Each shareholder shall have the right, at any time and from time to time, at the shareholder’s option to convert any or all of such holder’s shares of Series A Preferred into the number of shares of Common Stock. Each share of Series A Preferred initially converts into 15 shares of Common Stock at a reference rate of $ 3.00 per share of Common Stock subject to adjustments. The holders of Series A Preferred shall be entitled to receive dividends, in cash or in-kind at the Company’s election, in an amount equal to $ 0.875 per share per quarter. If paid in kind, the dividend shall be in shares of Series A Preferred (the “Dividend Shares”) valued at the $ 45.00 per share of Series A Preferred (the “Purchase Price”) unless the closing price of the Common Stock on the Trading Day prior to the issuance of the dividend is below the Reference Rate, in which case the Dividend Shares shall be valued at the Purchase Price adjusted pursuant to the formula set forth in Section 3 of the Certificate of Designations. On March 15, 2023, the Company issued 2,447 Series A Preferred shares as dividends. On June 15, 2023, the Company issued 2,495 Series A Preferred shares as dividends. From September 1 to September 14, 2023, the Company entered into waiver agreements pursuant to which the Company issued 6,579 Series A Preferred shares for the settlement of certain liquidated damages. On September 15, 2023, the Company issued 2,671 Series A Preferred shares as dividends. On December 15, 2023, the Company issued 2,712 Series A Preferred shares as dividends. On January 18, 2024, a holder converted 556 shares of Series A preferred into 8,340 shares of common stock. On March 15, 2024, the Company issued 2,765 Series A shares as a dividend. On June 15, 2024, the Company issued 2,819 Series A shares as a dividend. On September 15, 2024, the Company issued 2,874 Series A shares as a dividend. On September 20, 2024, a holder converted 187 Series A shares into 2,809 shares of common stock. On December 15, 2024, the Company issued 2,926 Series A shares as a dividend. As December 31, 2024 and 2023, the Company had 153,411 and 142,769 Series A Preferred shares issued and outstanding, respectively. F- 11 Series B Preferred On March 5, 2024, the Company submitted a Certificate of Designation to the Secretary of State of Nevada designating 40,000 shares of preferred stock as Series B Preferred (“Series B Preferred”). Each shareholder has the right, at any time and from time to time, at the shareholder’s option to convert any or all of such holder’s shares of Series B Preferred into the number of shares of Common Stock. Each share of Series B Preferred initially converted into 10 shares of Common Stock at a reference rate of $ 5.00 per share of Common Stock subject to adjustments. Upon the company up-listing to Nasdaq, the Series B Preferred became convertible at $ 4.00 per share and the downside price protections were eliminated. There is a call provision that goes into effect on March 29, 2025, that if the common stock trades at a 100% premium to the conversion price for 10 days or more, the Company can force the conversion of the Series B Preferred into common stock. The Company has agreed to pay the costs of Rule 144 legal opinions for the holders of the Series B Preferred. The holders of Series B Preferred are entitled to receive dividends, in cash or in-kind at the Company’s election, in an amount equal to $ 1.25 per share per quarter. If paid in kind, the number of common shares issued for the dividend shall be equal to the quotient of the dividend payable divided by the volume weighted average price on the dividend date. During the year ended December 31, 2024, the Company issued 16,100 Series B shares for cash proceeds of $ 805,000 , less issuance costs of $ 25,000 On June 15, 2024, issued 4,647 common shares with a value of $ 18,588 as a dividend for the Series B. On September 15, 2024, issued 3,802 common shares with a value of $ 20,531 as a dividend for the Series B. On December 15, 2024, issued 5,921 common shares with a value of $ 21,217 as a dividend for the Series B. At December 31, 2024 and 2023, the Company had 16,100 and 0 Series B preferred shares issued and outstanding, respectively. Common Stock The Company is authorized to issue 250,000,000 million shares of common stock, par value $ 0.001 per share. As of December 31, 2024 and 2023, the Company had 9,400,535 and 7,656,488 shares issued and outstanding, respectively. During the year ended December 31, 2023, the Company issued 28,000 shares of common stock valued at $ 192,040 for services rendered. During the year ended December 31, 2023, the Company issued 389,896 shares of common stock for proceeds of $ 1,573,891 , net offering costs of $ 17,601 . During the year ended December 31, 2023, the Company issued 130,259 shares of common stock valued at $ 781,684 pursuant to waive agreements for the settlement of certain liquidated damages. During the year ended December 31 , 2024, the Company issued 44,152 shares of common stock with a fair market value of $ 225,510 for services rendered and to be rendered to the Company. During the year ended December 31 , 2024, the Company issued 1,675,006 shares of common stock for proceeds of $ 7,339,477 . During the year ended December 31 , 2024 , the Company issued 11,149 shares of common stock for the conversion of 743 shares of Series A preferred. During the year ended December 31 , 2024 , the Company issued 13,740 common shares with a value of $ 61,467 as a dividend for the Series B. F- 12 During the year ended December 31, 2024 and 2023, the Company realized losses of $ 0 and $ 392,660 , respectively, for liquidated damages contained in the Registration Rights Agreements in certain of the Company’s equity offerings for failing to file and maintain a Registration Statement covering the shares sold in those offerings. From September 1 to 14, 2023, the Company entered into Waiver Agreements with certain investors pursuant to which the Investors waived certain liquidated damages owed to the Investors by the Company in exchange for the issuance to the Investors by the Company of 130,259 and 6,579 shares of common and Series A preferred stock, par value $ 0.001 and $ 0.001 per share, respectively. During the years ended December 31, 2024 and 2023, the Company realized a losses of $ 0 and $ 266,654 , respectively, on the settlement of the liquidated damages. As of December 31, 2024 and 2023, the accrued liquidated damages and accrued interest is $ 0 and $ 0 , respectively. Note 6 – Stock Options Our Stockholders approved our 2024 Equity Incentive Plan (the “Plan”) in May 2024. In July 2024, our Stockholders amended the Plan to increase the number of shares issuable thereunder to 2,000,000 . The Plan provide for the grant of incentive stock options to our employees and our subsidiaries’ employees, and for the grant of stock options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation to our employees, including officers, consultants and directors. The Plan also provide that the grant of performance stock awards may be paid out in cash as determined by the committee administering the Plan. Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option pricing model with a volatility figure derived from historical data. The Company accounts for the expected life of options based on the contractual life of the options. On October 29, 2024, the Company issued 1,028,000 options with a $ 5.00 exercise price with a fair value of $ 5,048,928 . The Company estimated the fair value of the options using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0 %, (2) expected volatility of 148.38 – 154.71 %, (3) risk-free interest rate of 4.11 %, and (4) expected life of 10 years. On October 30, 2024, the Company issued 155,000 options with a $ 5.47 exercise price with a fair value of $ 798,658 . The Company estimated the fair value of the options using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0 %, (2) expected volatility of 147.04 %, (3) risk-free interest rate of 4.14 %, and (4) expected life of 10 years. There were no options exercised during the years ended December 31, 2024 and 2023. A summary of the stock option activity for the years ended December 31, 2024 and 2023 as follows: Schedule of Stock Option Activity Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2023 - $ - - $ - Granted - - Exercised - - Cancelled/Exchanged - - Outstanding at December 31, 2023 - $ - - $ - Granted 1,183,000 5.06 Exercised - - Cancelled/Exchanged - - Outstanding at December 31, 2024 1,183,000 $ 5.06 9.83 $ - Exercisable at December 31, 2024 378,000 $ 5.00 9.83 $ - F- 13 A summary of the stock options outstanding at December 31, 2024 as follows: Schedule of Exercise Price of Stock Options Exercise Price Options Outstanding Weighted Avg. Remaining Life Options Exercisable $ 5.00 1,028,000 9.83 378,000 5.47 155,000 9.83 - 1,183,000 9.83 378,000 The aggregate intrinsic value of outstanding stock options was $ 0 , based on options with an exercise price less than the Company’s stock price of $ 3.43 as of December 31, 2024, which would have been received by the option holders had those option holders exercised their options as of that date. The fair value of all options that vested during the year ended December 31, 2024 and 2023 was $ 2,840,675 and $ 0 , respectively. Unrecognized compensation expense was $ 3,006,910 as of December 31, 2024. Note 7 – Stock Warrants On October 28, 2024, the Company issued 71,250 warrants with a $ 6.25 exercise price with a fair value of $ 415,050 to its financial advisor. The Company estimated the fair value of the warrants using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0 %, (2) expected volatility of 154.62 %, (3) risk-free interest rate of 4.11 %, and (4) expected life of 5 years. A summary of the warrant activity for the year ended December 31, 2024 is as follows: Schedule of Warrant Activity Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2023 - $ - - $ - Granted - - Exercised - - - - Cancelled/Exchanged - - Outstanding at December 31, 2023 - $ - - $ - Granted 71,250 6.25 5.00 Exercised - - Cancelled/Exchanged - - Outstanding at December 31, 2024 71,250 $ 6.25 5.00 $ - Exercisable at December 31, 2024 - $ - - $ - A summary of the warrants outstanding at December 31, 2024 as follows: Schedule of Exercise Price of Warrants Exercise Price Warrants Outstanding Weighted Avg. Remaining Life Warrants Exercisable $ 6.25 71,250 5.00 - 71,250 5.00 - The aggregate intrinsic value of outstanding stock warrants was $ 0 based on warrants with an exercise price less than the Company’s stock price of $ 3.43 as of December 31, 2024 which would have been received by the warrant holders had those holders exercised the warrants as of that date. F- 14 Note 8 – Related Party Transactions We have not been a party to any transaction or arrangement in which the amount involved in the transaction exceeded 1% of the average of our total assets at December 31, 2024 and 2023 and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of any class of our voting securities or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest. On November 18, 2022, the Company entered into a Media Relations Services Agreement (the “Media Relations Services Agreement”) with Elev8 New Media, LLC (“Elev8”), of which one of our directors, Robert Haag, is a member. Under the terms of the agreement, the Company will pay Elev8 $ 6,500 per month for six months and the Media Relations Services Agreement will automatically renew into consecutive monthly periods unless either party provides 30 days written notice of cancellation. This price is a discounted rate off Elev8’s normal monthly price of $ 9,500 per month. In addition to the monthly fee, through November 30, 2023, the Company has paid Elev8 an aggregate of $ 25,000 for a social media marketing campaign and an aggregate of $ 15,000 for marketing aimed at garnering more advertisers and users for its AdTech platform and mobile app, with an additional objective to increase the number of followers for the Company’s social media accounts. The vast majority of the funds paid to Elev8 for the social media campaign and marketing plan were spent with Meta, Google and other social media companies. Thumzup suspended the Media Relations Agreement with Elev8 on October 31, 2023. On January 18, 2023, Isaac Dietrich subscribed to purchase 223 shares of common stock at $ 4.50 per share for a subscription amount of $ 1,003.50 under the Company’s qualified offering under Regulation A+. On February 22, 2023, Daniel Lupinelli, a 10%+ shareholder of the Company, subscribed to purchase 223 shares of common stock at $ 4.50 per share for a subscription amount of $ 1,003.50 under the Company’s qualified offering under Regulation A+. The subscription is currently in escrow. On February 28, 2023, Westside Strategic Partners, LLC, of which one of our Directors, Robert Haag, is the Managing Member and sole owner, subscribed to purchase 11,150 shares of common stock at $ 4.50 per share for a subscription amount of $ 50,175 under the Company’s qualified offering under Regulation A+. Westside Strategic Partners, LLC receivd 1,115 shares of common stock as bonus shares under the terms of the qualified offering under Regulation A+. On June 27, 2023, Westside subscribed to purchase 11,140 shares of common stock at $ 4.50 per share for a subscription amount of $ 50,130 under the Company’s qualified offering under Regulation A+. Westside Strategic Partners, LLC received 1,114 shares of common stock as bonus shares under the terms of the qualified offering under Regulation A+. The subscription closed on June 29, 2023. On September 2, 2023, Westside entered into certain Waiver Agreements with the Company pursuant to which Westside was issued an aggregate of 11,510 and 871 shares of common and Series A Preferred stock, respectively, for the waiver of liquidated damages due under Registration Rights Agreements for failing to file and maintain a registration statement covering the shares. On December 4, 2023, Westside entered into a Promissory Note with the Company for $ 30,000 (“First Westside Note”). The First Westside Note carried an interest rate of 0 % and matured on December 8, 2023 . The Company repaid the First Westside Note in full on December 5, 2023 for $ 30,000 . The First Westside Note is retired. On March 14, 2024, Westside acquired 1,000 shares of our Series B Preferred Stock at $ 50 per share for a subscription in the amount of $ 50,000 . On March 20, 2024, Joanna Massey acquired 800 shares of our Series B Preferred Stock at $ 50 per share for a subscription in the amount of $ 40,000 . F- 15 On August 26, 2024, Westside entered into a Promissory Note with the Company for $ 60,000 (“Second Westside Note”). The Second Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) October 25, 2024, (ii) receipt of $1,000,000 or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq . There is a default interest rate of 15 % and the note can be prepaid without penalty. During the year ended December 31, 2024, $ 1,068 in interest accrued on the Second Westside Note. On October 30, 2024, the Company repaid principal of $ 60,000 together with accrued interest of $ 1,068 . The Second Westside Note is retired. On September 24, 2024, Westside entered into a Promissory Note with the Company for $ 80,000 (“Third Westside Note”). The Third Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) October 25, 2024, (ii) receipt of $1,000,000 or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq . There is a default interest rate of 15 % and the note can be prepaid without penalty. During the year ended December 31, 2024 , $ 789 in interest accrued on the Third Westside Note. On October 30, 2024, the Company repaid principal of $ 80,000 together with accrued interest of $ 789 . The Third Westside Note is retired. On October 21, 2024, Westside entered into a Promissory Note with the Company for $ 50,000 (“Fourth Westside Note”). The Fourth Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) November 25, 2024, (ii) receipt of $1,000,000 or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq . There is a default interest rate of 15 % and the note can be prepaid without penalty. During the year ended December 31, 2024 , $ 123 in interest accrued on the Fourth Westside Note. On October 30, 2024, the Company repaid principal of $ 50,000 together with accrued interest of $ 123 . The Fourth Westside Note is retired. On October 28, 2024, Westside entered into a Promissory Note with the Company for $ 20,000 (“Fifth Westside Note”). The Fifth Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) November 25, 2024, (ii) receipt of $1,000,000 or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq . There is a default interest rate of 15 % and the note can be prepaid without penalty. During the year ended December 31, 2024 , $ 11 in interest accrued on the Fifth Westside Note. On October 30, 2024, the Company repaid principal of $ 20,000 together with accrued interest of $ 11 . The Fifth Westside Note is retired. During the year ended December 31, 2024, Joanna Massey received 683 common shares as dividends due under the Series B Preferred’ Certificate of Designation. During the year ended December 31, 2024, Westside received 854 common shares as dividends due under the Series B Preferred’ Certificate of Designation. During the years ended December 31, 2024 and 2023, Westside received 2,389 and 2,179 shares of Series A Preferred, respectively, as dividends due under the Series A Preferred’ Certificate of Designation. During the years ended December 31, 2024 and 2023, Joanna Massey received and 117 and 100 shares of Series A Preferred, respectively, as dividends due under the Series A Preferred’ Certificate of Designation. During the years ended December 31, 2024 and 2023, Isaac Dietrich received 59 and 50 shares of Series A Preferred, respectively, as dividends due under the Series A Preferred’ Certificate of Designation. Note 9 - Segment Information The Company has one reportable operating segment, the “Software Business,” which is engaged in the design, development, marketing, and sales of the Company’s software platform. The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer. The CODM uses the number of advertisers and users to assess the growth of the business on a monthly basis. In doing so, he focuses on “controllable costs” across main functions of the Software Business and will allocate personnel and budget accordingly to maximize growth and revenues. Note 10 - Income Taxes As of December 31, 2024, the Company has net operating loss carryforwards (“NOL”) of approximately $ 9,455,000 , which is available to reduce future taxable income, for federal and state income taxes, respectively. At the current federal tax rate of 21 % and including book to tax differences result in the current NOL of $ 9,455,000 at December 31, 2024. The Company has no income tax effect due to the recognition of a full valuation allowance on the expected tax benefits of future loss carry forwards based on uncertainty surrounding realization of such assets. During the year ended December 31, 2024, the Company has increased the valuation allowance from $ 724,000 to $ 1,986,000 . F- 16 The tax effect of the carry forwards that give rise to deferred tax assets at December 31, 2024 consists of the following: Schedule of Deferred Tax Assets 2024 2023 Deferred tax assets: Net operating loss $ 1,986,000 $ 724,000 Total deferred tax assets 1,986,000 $ 724,000 Valuation allowance ( 1,986,000 ) ( 724,000 ) Deferred tax asset, net of allowance $ - $ - A reconciliation of the statutory income tax rate and the Company’s effective tax rate is as follows: Schedule of Effective Income Tax Rate Reconciliation 2024 2023 Statutory U.S. federal rate 21.0 % 21.0 % Book to tax differences ( 1.0 )% ( 9.0 )% Prior period estimate revision 12.0 % - Valuation allowance ( 32.0 )% ( 12.0 )% Effective tax rate 0.0 % 0.0 % Note 11 - Subsequent Events The Company has evaluated subsequent events from the balance sheet date through the date which the financial statements were issued. From January 6 to 21, 2025, the Company purchased 19.11 Bitcoin for $ 2.00 million. On February 19, 2025, the Company issued 5,000 common shares for the conversion of 400 Series B Preferred Shares. From January 5 to February 25, 2025, the Company issued 20,967 common shares for services rendered and to be rendered to the Company. On March 7, 2025, the Board of Directors approved a share repurchase program authorizing the Company to purchase up to an aggregate of $ 1 million of the Company’s common stock. The share repurchase program is in accordance with Rule 10b-18 of the Exchange Act. Subject to applicable rules and regulations, the shares may be purchased from time to time in the open market or in privately negotiated transactions. Such purchases will be at times and in amounts as the Company deems appropriate, based on factors such as market conditions, legal requirements and other business considerations. F- 17