Thumzup Media Corp 2024年度报告

OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number:001-42388 (Address of principal executive offices)(800)403-6150 (Registrant’s telephone number, including area code) Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒ Emerging growth company☒ complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D- Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No As of March 10, 2025, there were9,426,502shares of the registrant’s common stock outstanding. INDEX forward-looking statements include, among others, statements we make regarding: ●future financial position;●business strategy; ●budgets, projected costs, and plans; ●future industry growth;●financing sources;●the impact of litigation, government inquiries and investigations; and available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that couldcause 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 thesection 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 reflectevents or circumstances after the date of such statements. 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 annualreport, and you should review that information in order to understand the nature of any investment by you in our common shares. 3 The Company is a recently formed company with an unproven business plan, has not yet established profitable operations and has The Company was formed in October 2020 and has not yet established profitable operations and has generated nominal revenue. Security breaches and other disruptions could compromise the Company’s information and expose it to liability, which would cause its business and reputation to suffer. The Company is dependent on key personnel. The Company may not be able to successfully execute the business plan. The Company is a new company with a brief operating history, no revenue and an untested business plan which may not be acceptedin the markets in which it intends to operate. The Company has not yet established brand identity and customer loyalty.The Company cannot assure investors that the Thumzup® App will be accepted. A better financed competitor may enter the marketplace, cause the Company’s market share or acceptance rates to plummet and adversely affect its ability to sustain viable operations. Although the Company may own various intellectual property rights, these rights may not provide it with any competitive advantage.The Company’s future financial results are uncertain and its operating results may fluctuate, due to, among other things, consumer trends, the impact of COVID on advertising budgets and App user activity, competition, and changing social media behaviors. The Company’s ability to succeed will depend on the ability of its management to control costs. Key personnel of the Company do not devote full time to the affairs of the Company and could allocate their time and attention toother business ventures which may not benefit the Company. The Company’s Officers, Directors, and employees are entitled to receive compensation, payments and reimbursements, regardless ofwhether it operates at a profit or a loss. 4 We rely on third-party internal and outsourced software to run our critical development and information systems. As a result, anysudden loss, disruption or unexpected costs to maintain these systems could significantly increase our operational expense and disrupt Cyber security breaches of our systems and information technology could adversely impact our ability to operate. Failures or security breaches of our networks or information technology systems could have an adverse effect on our business. Risks Related to o