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Correspondence 0001493152-24-027001 from Datacentrex, Inc. (DTCX)

Datacentrex, Inc.
Date: July 11, 2024 · CIK: 0001853825 · Accession: 0001493152-24-027001

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File numbers found in text: 333-279828

Referenced dates: July 2, 2024

Date
June 20, 2024
Author
By
Form
CORRESP
Company
Datacentrex, Inc.

Letter

Division of Corporation Finance Office of Technology Securities and Exchange Commission Registration Statement on Form S-1 Filed June 20, 2024 File No. 333-279828

Re: THUMZUP MEDIA CORPORATION

Dear Mr. Bassey:

This letter is being furnished in response to the comment(s) of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) that were contained in the Staff’s letter dated July 2, 2024 (the “Comment Letter”), to Thumzup Media Corporation (the “Company”) with respect to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 20, 2024 (the “S-1”).

This letter provides the Company’s response(s) to the Staff’s comment(s) contained in the Comment Letter. The text of the Staff’s comment(s) is set forth below, followed by the response(s) of the Company. The Company is also submitting a revised offering statement (the “Revised Offering Statement”) along with this response letter.

Amendment No. 1 to Form S-1

General

1. In response to prior comment 1, we note that you added Isaac Dietrich as a named executive officer. Please revise to include Isaac Dietrich as well as all director nominees in the beneficial ownership table. See Item 403 of Regulation S-K. Also, ensure that you include all related party disclosure regarding Isaac Dietrich. See Item 404 of Regulation S-K.

Response: In response to this comment, the Company advises the Staff that it has included Isaac Dietrich as well as all director nominees in the beneficial ownership table on page 46 of the S-1, per the Staff’s request. Additionally, we have added all related party disclosure regarding Isaac Dietrich on page 49 of the S-1.

If you need any additional information or have any follow up questions, please feel free to contact Jesse L. Blue, Esq. of Sichenzia Ross Ference Carmel LLP at (212) 930-9700.

Sincerely,
By:
/s/
Robert Steele

Show Raw Text
CORRESP
1
filename1.htm

July
11, 2024

Mr.
Uwem Bassey

Division
of Corporation Finance

Office
of Technology

Securities
and Exchange Commission

100
F Street, NE, Washington, D.C. 20549

Re:
THUMZUP MEDIA CORPORATION

Registration
Statement on Form S-1

Filed
June 20, 2024

File
No. 333-279828

Dear
Mr. Bassey:

This
letter is being furnished in response to the comment(s) of the staff (the “Staff”) of the Division of Corporation Finance
of the Securities and Exchange Commission (the “Commission”) that were contained in the Staff’s letter dated July 2,
2024 (the “Comment Letter”), to Thumzup Media Corporation (the “Company”) with respect to the Registration Statement
on Form S-1 filed with the Securities and Exchange Commission on June 20, 2024 (the “S-1”).

This
letter provides the Company’s response(s) to the Staff’s comment(s) contained in the Comment Letter. The text of the Staff’s
comment(s) is set forth below, followed by the response(s) of the Company. The Company is also submitting a revised offering statement
(the “Revised Offering Statement”) along with this response letter.

Amendment
No. 1 to Form S-1

General

1.
In response to prior comment 1, we note that you added Isaac Dietrich as a named executive officer. Please revise to include Isaac Dietrich
as well as all director nominees in the beneficial ownership table. See Item 403 of Regulation S-K. Also, ensure that you include all
related party disclosure regarding Isaac Dietrich. See Item 404 of Regulation S-K.

Response:
In response to this comment, the Company advises the Staff that it has included Isaac Dietrich as well as all director nominees in
the beneficial ownership table on page 46 of the S-1, per the Staff’s request. Additionally, we have added all related party disclosure
regarding Isaac Dietrich on page 49 of the S-1.

If
you need any additional information or have any follow up questions, please feel free to contact Jesse L. Blue, Esq. of Sichenzia Ross
Ference Carmel LLP at (212) 930-9700.

    Sincerely,

    By:
    /s/
    Robert Steele

    Name:

    Robert
    Steele

    Title:
    Chief
    Executive Officer

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