What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2022-11-14 compared with 2022-08-03 · 263 added, 88 removed, 77 unchanged (82% of the section changed)

30 unchanged sentences

are not limited to, the following:

risks related to the impact

of the COVID-19 global pandemic, such as the scope and duration of the outbreak, government actions and restrictive measures implemented

in response, material delays and cancellations of projects, and other impacts to the business;

our ability to raise capital

when needed and on acceptable terms and conditions;

our ability to manage credit

and debt structures from debt holders;

our ability to generate

revenues and manage the growth of our business;

competitive pressures;

general economic conditions;

our ability to attract

and retain management, and to integrate and maintain technical information and management information systems.

compliance with laws and

regulations, including those relating to corporate governance matters and tax matters, as well as any future changes to such laws

and regulations.

related to the impact of the COVID-19 global pandemic, such as the scope and duration of the outbreak, government actions and restrictive

measures implemented in response, material delays and cancellations of projects, and other impacts to the business;

ability to raise capital when needed and on acceptable terms and conditions;

ability to manage credit and debt structures from debt holders;

ability to generate revenues and manage the growth of our business;

economic conditions;

ability to attract and retain management, and to integrate and maintain technical information and management information systems.

with laws and regulations, including those relating to corporate governance matters and tax matters, as well as any future changes

to such laws and regulations.

as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and

6 unchanged sentences

cannot guarantee future results or performance.

Media Corporation (“Thumzup” or “Company”, “we,”, “us,” or “our”) was incorporated

October 27, 2019, under the laws of the State of Nevada, and its headquarters are located in Carson City, Nevada.

The Company is a software

company, has recently begun to generate revenue and is dedicated to building an influencer community around its 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.

Thumzup App enables users to select a brand they want to post about on social media.

Once the Thumzup user selects the brand and takes

a photo (using the App), the App will post the photo and a caption to the user’s social media accounts.

For the advertiser, the

Thumzup system enables brands to get real people to promote their products to their friends, rather than displaying banner ads that people

are tuning out.

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.

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

Thumzup 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

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 Thumzup App enables users to select a

brand they want to post about on social media.

Once the Thumzup user selects the brand and takes a photo (using the App), the App will

post the photo and a caption to the user’s social media account(s).

As of the date of this filing, Instagram is the Company’s

initial social media platform that is being used, due to its wide acceptance and its great functionality using photographs.

expects to add other social media platforms in the future.

For the advertiser, the Thumzup system enables brands to get real people to

promote products to their friends, rather than displaying banner ads that consumers now mostly ignore, or contracting with expensive

professional influencers.

The Company has recorded nominal revenues during the first nine months of 2022 and continues with the development

of enhancements to its App and marketing efforts.

Thumzup App was launched in November 2021 in a limited capacity.

2 unchanged sentences

More than 1,145 posts have been made by our creators.

of July 31, 2022, the Company has sufficient funds to operate for the next twelve months.

of November 7, 2022, the Company has sufficient funds to operate for the next twelve months.

The Company anticipates raising additional

3 unchanged sentences

were formed in October 2020 and have not yet established profitable operations and have generated minimal revenue.

For the three and

six months ended June 30, 2022 and 2021, we incurred $499,510 and $233,763 in net losses due primarily to software research and development

For the nine months

ended September 30, 2022 and 2021, we incurred $792,445 and $529,758 in net losses due primarily to software research and development

expenses in both periods.

Products and Services

Company operates in a single business segment which is social media marketing.

The Thumzup® App works on both iPhone and Android

mobile operating systems and connects brands and people who use and love these brands.

For the Advertiser, Thumzup® incentivizes

real people to become content Creators and post authentic valuable posts on social media about the Advertiser and its products.

Company seeks to capitalize on industry-wide gig economy and business democratization trends.

Immense value and opportunity have been

created through the democratization of ride sharing, hospitality, finance and other industries.

The Thumzup® tools are designed to

facilitate this democratization trend for the consumer and the Advertiser within the online advertising space.

Company has built the technology to support an influencer and “gig” economy community around its Thumzup® App.

This technology

and community are designed to generate scalable authentic product posts and recommendations for Advertisers on social media.

It is designed

to connect Advertisers with individuals who are willing to tell their friends about the Advertisers’ products online and offline.

Media Marketing Software Technology

Thumzup® mobile App enables Creators, to select from brands advertising on the App and get paid to post about the Advertiser on social

Once the Thumzup® Creator selects the brand and takes a photo using the Thumzup® App, the Thumzup® App posts the photo

and a caption to the Creator’s social media accounts.

The Advertiser then reviews and approves the post for payment and the Creator

can cash out whenever they choose through popular digital payment systems.

For the Advertiser, the Thumzup® system enables brands

to get real people to promote their products to their friends, rather than displaying banner ads that people are tuning out.

recent Nielsen report found more than 80% of consumers believe friends and family are the most reliable sources of information about

products [1] .

According to a Pixlee article, 64% of millennials recommend a product at least once a month [2] ,

and according to a 2019 Morning Consult survey, 86% of Gen Z and millennials would post content for monetary compensation [3] .

average American adult is expected to spend 8 hours and 11 minutes per day using digital media in 2022 according to Insider Intelligence

The amount of daily usage has increased significantly over the past several years, again according to Insider Intelligence

[4] , and the Company believes such usage will continue to accelerate.

The Company empowers businesses that want to interact

with these Creators and provides tools and data so they can increase consumer awareness and expand their customer bases.

the past decade, social media platforms like Instagram, Facebook, Twitter, Pinterest, and TikTok have achieved mass worldwide consumer

acceptance and created hundreds of billions of dollars in shareholder value.

This worldwide viral growth demonstrates that compelling

new social media platforms which present the right combination of experience and value, will attract Creators who will invest significant

amounts of time on the platforms.

Company is an early-stage entity building a new real-time platform to support the gig economy.

The Company believes that acceptance of

its App and revenue growth can be driven by empowering everyday people to make money by posting about what they find to be enjoyable

or attractive on social media.

The Company believes that the Thumzup® App is a conduit for Advertisers to connect directly with consumers.

The Company will need to secure enough Advertisers to make the App an attractive platform for adoption and scalability, and to ensure

that the platform is interesting enough for the Creators to return to on a regular basis.

No assurance can be given that the Company

will be able to achieve these results.

https://www.insiderintelligence.com/insights/us-time-spent-with-media/

https://venturebeat.com/business/masse-seeks-to-improve-product-recommendations-by-building-a-friends-network/

https://www.pixlee.com/blog/the-50-user-generated-content-stats-you-need-to-know

https://www.cnbc.com/2019/11/08/study-young-people-want-to-be-paid-influencers.html

Industry—Influencer Marketing

Company believes that it is developing a new form of social media marketing that does not currently exist, therefore existing descriptions

of market size and penetration are not directly applicable.

As Thumzup® matures, the Company believes there will be other competitors

in this new market of paying non-professional advocates to tell their friends about products they love on social media at the point-of-sale.

The closest existing market that is similar to Thumzup’s market is the rapidly growing subset of online advertising called “influencer

marketing.” As social media influencers become more plentiful and proven, advertising spending has increased in this space.

are estimated to spend up to $4.62 billion on influencer marketing in 2023 according to a 2021 Insider Intelligence forecast [7] .

We believe major.

Major brands recognize that having their happy customers post on social media is valuable.

existing paid influencer marketing platforms were designed for professional and semi-professional online personalities.

Some of these

platforms have expanded to accommodate “micro-influencers” – people with 5,000 to 30,000 social media followers.

the Company’s opinion, none of these influencer platforms has entered the public consciousness and found mass adoption.

research conducted by TapInfluence has found that influencer marketing content delivers 11 times higher return on investment than traditional

forms of digital marketing [5] , and approximately 66% of marketing firms now deploy influencer marketing according

to a 2018 Association of National Advertisers survey [6] .

A recent Nielsen report found more than 80% of consumers believe

friends and family are the most reliable sources of information about products [5] .

According to an analysis of Thumzup’s

data, as an influencer’s follower total rises, the rate of engagement (likes and comments) with followers decreases.

less than 1,000 followers, also referred to as “nano-influencers,” generally received likes on their posts 8% of the time

according to an analysis of Thumzup’s data.

There thus appears to be, in the Company’s view, a clear downward correlation

between follower sizes and post likes.

Around 66% of marketers now use influencers and nearly half of U.S.

marketers plan to increase

their influencer budgets according to a according to a 2018 Association of National Advertisers survey [6] .

According to a

Pixlee article, 64% of millennials recommend a product at least once a month [3] , and according to a 2019 Morning

Consult survey, 86% of Gen Z and millennials would post content for monetary compensation [4] .

Company has designed Thumzup® “from the ground up” to make it easy for brands and service providers to activate people

who are not professional influencers but who are passionate about the products, services, or establishments they enjoy or frequent and

then are willing to relate those experiences to their friends and other social media followers.

The Company has designed the Thumzup

App and Advertiser dashboard with Apple-style simplicity and intuitive features to make participation by all individuals seamless with

their existing use of social media.

Company’s first product—Thumzup® App

Company operates in a single business segment, which is social media marketing.

The Company’s mobile iPhone and Android applications

called “Thumzup®” connects brands, products, and services to the people who use and love these brands, products, and

For Advertisers, Thumzup® activates real people to post real product reviews and testimonials on social media with the

intention of enhancing brand awareness and reaching targeted consumers more directly and effectively while driving profitable traffic

to the Advertisers’ products and services.

https://www.inc.com/bill-carmody/influencer-marketing-delivers-11x-roi-over-all-other-forms-of-digital-media.html

https://www.chiefmarketer.com/majority-marketers-use-influencers-survey/

[7]https://www.insiderintelligence.com/content/analyst-note-new-forecast-us-influencer-marketing-now-3-billion-plus-industry

Company is building an influencer and gig economy community around the Thumzup® mobile App that will generate scalable authentic

product posts and recommendations for Advertisers on social media and create a technology platform making person-to-person advertising

easy, cost-effective, and scalable.

The App and Advertiser dashboard are designed to connect Advertisers with individuals who are willing

to promote their products and services online and offline.

Media Marketing Software Technology

Company’s Services

Thumzup® mobile App enables Creators to select from brands advertising on the App and get paid to post about the Advertiser on social

Once the Thumzup® Creator selects the brand and takes a photo using the Thumzup® App, the Thumzup® App posts the photo

and a caption to the Creator’s social media accounts.

The Advertiser then reviews and approves the post for payment and the Creator

can cash out whenever they choose through popular digital payment systems.

For the Advertiser, the Thumzup® system enables brands

to get real people to promote their products and services to their friends, rather than displaying banner ads that social media users

are tuning out.

the Thumzup® App, the Company is targeting and seeking to sign up everyday people and gig economy workers who like specific brands

and present them with opportunities to be paid for posting about the brands on social media.

The Company believes that its management

team has the sales relationships, legal, and technology expertise for its current level of development.

The Company will need to add

additional staff to rapidly grow the business.

All source code, development work, and intellectual property performed under independent

development or employment contracts paid for by the Company are assigned to and owned by Thumzup®.

Company owns the copyrights to the source code for the Thumzup® App on the iPhone iOS and Android operating mobile operating systems

as used on the majority of mobile phone and tablet devices.

The Company also owns the copyrighted source code for the “backend”

system that administrates the Thumzup® App, tracks payments and advertising campaigns.

Thumzup® thumb logo is a registered trademark owned by Thumzup® Media Corporation, Reg.

6,842,424, registered Sep.

On April 13, 2021, the Company filed a trademark application ser.

90642789 with the U.S.

Patent and Trademark Office (“USPTO”)

for the word mark THUMZUP, which was granted registration on June 21, 2022, resulting in reg.

Also on April 13, 2021, the

Company filed a trademark application ser.

90642848 for the Thumzup® logo, featuring a stylized hand with an upwardly extended

Meta Platforms, Inc.

(which owns and operates Facebook and Instagram) initially filed opposition to the logo on June 30, 2022.

Thumzup® agreed to not use the logo as a reaction to a post and Meta Platforms, Inc.

subsequently withdrew their opposition on August

5, 2022 and it was dismissed without prejudice.

purchase a campaign on the Thumzup® website.

Once the Advertiser approves a post for payment, the platform facilitates the payment

to Creators a monetary amount per screened post which may range from $1.00 to $1,000.00.

The Thumzup® platform enables the Advertiser

to screen posts so that the Advertiser only pays for posts that are commercially valuable and rewards Creators for posts that have images

and text that represent the Advertiser in a positive manner.

Thumzup® Advertisers are charged a “Per Post Fee.” By way of illustration, an Advertiser that buys 100,000

posts from Thumzup®, to pay out $10 per post to Thumzup® Creators, would purchase the posts for $13.00 each or $1,300,000.

Creators in this illustration would receive a total of $1,000,000 and Thumzup® would retain $300,000 for its services.

platform would facilitate 100,000 posts for the Advertiser from Thumzup® Creators sharing with their friends about their endorsed

products on social media.

Thumzup® App is designed to generate scalable social media authentic social media content for Advertisers.

It is designed to connect

Advertisers with 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®.

Imagine a gig economy driver waiting for their next fare

who takes a moment to post about the good experience they had at their lunch spot where they are waiting.

Imagine a gig economy worker

on a laptop at a coffee shop doing a graphic design project from a gig economy site who takes a moment to post about the coffee shop

where they are working on Thumzup®.

The Company believes that Thumzup® can readily provide extra income for this existing pool

of gig economy workers.

The Company believes these gig economy workers will be able to provide quality Thumzup® posts on social media

for which Advertisers will be willing to pay.

Federal Trade Commission regulates and requires certain disclosures by social media influencers, specifying when disclosure is required,

and how the disclosure should be presented.

These rules are codified in the Code of Federal Regulations, 16 CFR Part 255.

Specifically,

the FTC requires that influencers disclose any financial, employment, personal, or family relationship with a brand.

Influencers must

disclose financial relationships and consideration paid including any money, discounted products or other benefits paid to the influencer.

Creators on the Thumzup platform are being paid to post about Thumzup advertisers.

Thumzup puts #ad in each post made on its platform

to disclose that the creator has been paid to make the post.

Company does not believe its compliance with existing FTC regulations will have a material effect on capital expenditures, earnings and

competitive position of the Company for the current fiscal year and any other material future period.

accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States

11 unchanged sentences

Company is a beginning revenue, software and services company that has relied on short-term debt and equity funding for its operations.

At June 30, 2022 and December 31, 2021, the Company had a cash balance of $653,856 and $424,445, respectively, and the Company used $474,889

to fund operating activities for the six months ended June 30, 2022.

The Company may need to raise additional funding and manage expenses

in order to continue as a going concern.

At September 30, 2022 and December 31, 2021, the Company had a cash balance of $1,099,761 and $424,445, respectively, and the Company

used $851,984 to fund operating activities for the nine months ended September 30, 2022.

The has an accumulated deficit at September

30, 2022 of $1,655,388, and the Company may need to raise additional funding and manage expenses in order to continue as a going concern.

OF OPERATIONS

MONTHS ENDED JUNE 30, 2022 AND 2021

following table set forth certain selected unaudited statement of operations data for the three months ended June 30, 2022 and 2021.

from operations

from continuing operations

MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

following table set forth certain selected unaudited statement of operations data for the three months ended September 30, 2022 and 2021.

Operating expenses

Loss from operations

Net loss from continuing operations

Net loss per common share

Company recognized $1,398 and $0 of revenue during the three months ended June 30, 2022 and 2021, respectively due to the release of

its App during the fourth quarter of 2021, thus, no revenues were recognized in the comparable period of 2021.

the three months ended June 30, 2022, the Company recognized a total of $272,093 in operating expenses.

The operating expenses were comprised

of $139,952 in software research and development expenses, $50,498 in marketing expenses, $81,103 in general and administrative expenses

and $540 in depreciation expense.

the three months ended June 30, 2021, the Company recognized a total of $129,601 in operating expenses.

The operating expenses were comprised

of $116,742 in software research and development expenses, $1,150 in marketing expenses, $11,349 in general and administrative expenses

and $360 in depreciation expense.

the three months ended June 30, 2022 the Company had $4,443 in interest expense related to the senior secured convertible promissory

For the same period in 2021 the Company recorded interest expense of $2,914 related to the senior secured convertible promissory

Company recognized $1,632 and $0 of revenue during the three months ended September 30, 2022 and 2021, respectively due to the release

of its App during the fourth quarter of 2021, thus, no revenues were recognized in the comparable period of 2021.

the three months ended September 30, 2022, the Company recognized a total of $294,567 in operating expenses.

The operating expenses were

comprised of $126,479 in software research and development expenses, $64,748 in marketing expenses, $100,900 in general and administrative

expenses and $540 in depreciation expense.

the three months ended September 30, 2021, the Company recognized a total of $290,165 in operating expenses.

The operating expenses were

comprised of $268,115 in software research and development expenses, $1,882 in marketing expenses, $19,448 in general and administrative

expenses and $720 in depreciation expense.

Company recorded interest expense of $0 and $5,829 related to the senior secured convertible promissory for the three months ended September

30, 2022 and 2021, respectively.

Loss and net loss from operations

Company realized a net loss from operations of $270,695 and $129,601 for the three months ended June 30, 2022 and 2021, respectively.

Company realized a net loss from operations of $292,935 and $290,165 for the three months ended September 30, 2022 and 2021, respectively.

The net loss for the same periods was $292,935 and $295,994, respectively due to minimal revenues recognized and increased operating

expenses in 2022 compared to startup operating costs in 2021.

MONTHS ENDED JUNE 30, 2022 AND 2021

following table set forth certain selected unaudited statement of operations data for the six months ended June 30, 2022 and 2021.

from operations

loss from continuing operations

loss per common share

Company recognized $4,892 and $0 of revenue during the six months ended June 30, 2022 and 2021, respectively due to the release of its

App during the fourth quarter of 2021, thus, no revenues were recognized in the comparable period of 2021.

the six months ended June 30, 2022, the Company recognized a total of $495,516 in operating expenses.

The operating expenses were comprised

of $285,998 in software research and development expenses, $65,359 in marketing expenses, $143,079 in general and administrative expenses

and $1,080 in depreciation expense.

MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

following table set forth certain selected unaudited statement of operations data for the nine months ended September 30, 2022 and 2021.

Operating expenses

Loss from operations

Net loss from continuing operations

Net loss per common share

Company recognized $6,524 and $0 of revenue during the nine months ended September 30, 2022 and 2021, respectively due to the release

of its App during the fourth quarter of 2021, thus, no revenues were recognized in the comparable period of 2021.

the nine months ended September 30, 2022, the Company recognized a total of $790,083 in operating expenses.

The operating expenses were

comprised of $412,477 in software research and development expenses, $130,107 in marketing expenses, $243,979 in general and administrative

expenses and $1,620 in depreciation expense.

Company is expanding its advertising and marketing efforts to drive revenues and increased expenses in this area by approximately $126,000

for the six months ending June 30, 2022 compared to the six months ending June 30, 2021.

for the nine months ending September 30, 2022 compared to the nine months ending September 30, 2021.

and administrative expenses increased over the prior year period by approximately $207,000 due to increased legal and accounting of approximately

$97,000, increased consulting expenses of approximately $21,000, increased travel costs in capital raise efforts of approximately $32,000,

increased transfer agent fees due to active trading for the full six months of 2022 of approximately $9,000, increased administrative

increased transfer agent fees due to active trading for the full nine months of 2022 of approximately $11,000, increased administrative

contract services to a full-time basis of approximately $31,000 and increased office supplies and software subscriptions of approximately

the six months ended June 30, 2021, the Company recognized a total of $226,550 in operating expenses.

The operating expenses were comprised

of $206,330 in software research and development expenses, $2,121 in marketing expenses, $17,623 in general and administrative expenses

and $476 in depreciation expense.

the six months ended June 30, 2022 the Company had $8,886 in interest expense related to the senior secured convertible promissory notes.

For the same period in 2021 the Company recorded interest expense of $7,214 related to the senior secured convertible promissory notes.

the nine months ended September 30, 2021, the Company recognized a total of $516,715 in operating expenses.

The operating expenses were

comprised of $474,445 in software research and development expenses, $4,003 in marketing expenses, $37,071 in general and administrative

expenses and $1,196 in depreciation expense.

the nine months ended September 30, 2022 the Company had $8,886 in interest expense related to the senior secured convertible promissory

For the same period in 2021 the Company recorded interest expense of $13,043 related to the senior secured convertible promissory

Loss and net loss from operations

Company realized a net loss from operations of $490,624 and $226,550 for the six months ended June 30, 2022 and 2021, respectively.

net loss for the same periods was $499,510 and $233,764, respectively.

Company realized a net loss from operations of $783,559 and $516,715 for the nine months ended September 30, 2022 and 2021, respectively.

The net loss for the same periods was $792,445 and $529,758, respectively.

and capital resources

of June 30, 2022, the Company had cash of $653,856 compared to cash of $424,445 as of December 31, 2021.

of June 30, 2022 and December 31, 2021, the Company had an accumulated deficit of $1,362,452 and $862,942, respectively.

the six months ending June 30, 2022 and 2021, the Company’s operations resulted in net cash used of $474,889 and $263,490, respectively.

cash used in in investing activities for the six months ended June 30, 2022 and 2021 was $0 and $8,547 used to purchase computer equipment

and to acquire intangible assets, Trademark.

cash provided by financing activities was $704,300 and $724,500 for the six months ended June 30, 2022 and 2021, respectively, due mainly

to capital raised from accredited investors in both periods.

the six months ended June 30, 2022, the average monthly cash requirement was $79,148.

Cash on hand on June 30, 2022 of $653,856 divided

by $79,148 results in roughly eight and a quarter months of cash to operate the Company.

If costs stay the same, the Company will have

to generate sufficient cashflow from revenues or will need to raise additional capital to operate beyond approximately February 28, 2023.

The Company will look to begin ramping revenues in 2022.

The Company will also look to conduct an additional offering of securities to

provide adequate capital to stay operational and continue to develop revenues toward profitability and sustainability from revenues.

of September 30, 2022, the Company had cash of $1,099,761 compared to cash of $424,445 as of December 31, 2021.

of September 30, 2022 and December 31, 2021, the Company had an accumulated deficit of $1,655,388 and $862,942, respectively.

the nine months ending September 30, 2022 and 2021, the Company’s operations resulted in net cash used of $851,984 and $573,356,

respectively.

cash used in in investing activities for the nine months ended September 30, 2022 and 2021 was $0 and $6,449 used to purchase computer

equipment and to acquire intangible assets, Trademark, of $2,098.

cash provided by financing activities was $1,527,300 and $724,500 for the nine months ended September 30, 2022 and 2021, respectively,

due mainly to capital raised from accredited investors in both periods.

The Company continues its capital raise efforts and believes

it has sufficient cash on hand to fund its operations for the next twelve months.

Company’s results of operations have not been affected by inflation and management cannot predict the impact, if any, inflation

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis