What changed in this filing

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Item 1. Business

2023-03-31 compared with 2022-03-17 · 294 added, 311 removed, 30 unchanged (95% of the section changed)

5 unchanged sentences

media about the advertiser and its products.

Thumzup™ was incorporated

October 27, 2020, under the laws of the State of Nevada.

Its headquarters are located in Carson City, Nevada.

We have never been the subject

of any bankruptcy or receivership.

We have never engaged in any material reclassification, merger, or consolidation of the company.

have not acquired or disposed of any material amount of assets except in the normal course of business.

Thumzup™ 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.

Thumzup™ tools are designed to facilitate this democratization trend

for the consumer and the advertiser within the online advertising space.

has built the technology to support an influencer and “gig” economy community around its Thumzup™ mobile app.

Company was incorporated on October 27, 2020, under the laws of the State of Nevada.

Its headquarters are located in Los Angeles, CA.

The Company has never been the subject of any bankruptcy or receivership.

The Company has never engaged in any material reclassification,

merger, or consolidation of the Company.

The Company has not acquired or disposed of any material amount of assets except in the normal

course of business.

February 2022, the Company was admitted to the Over-The-Counter Venture Market quotation system (OTCQB) under the symbol TZUP.

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 is designed to generate scalable authentic product posts and recommendations for advertisers on social media.

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.

Social Media Marketing Software Technology

The Thumzup™ mobile

app enables users, also referred to as creators, to select from brands advertising on the app and get paid to post about the advertiser

on social media.

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

average American adult is estimated to spend 7.5 hours a day using digital media in 2020.

The amount of daily usage has increased every year since 2008 and we believe the recent rate of increase is accelerating.

empower businesses that want to interact with these creators.

We provide tools and data so they can increase consumer awareness and expand

their customer bases.

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

According to a Pixlee article, 64% of millennials recommend a product at least once a month, and according to a

2019 Morning Consult survey, 86% of Gen Z and millennials would post content for monetary compensation.

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 ,

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 new social

media platforms which present the right combination of experience and value, will attract creators who will invest significant amounts

of time on compelling new platforms.

https://www.statista.com/statistics/565628/time-spent-digital-traditional-media-usa/

https://www.bondcap.com/report/itr19/

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

We believe that acceptance of our app and revenue

growth can be driven by our empowering everyday people to make money by posting about what they find to be enjoyable or attractive on

social media.

Thumzup™ in our view, is a conduit for advertisers to connect directly with consumers and we will need to secure

enough advertisers to make our app an attractive platform for adoption, scalability and that the platform is interesting for the creators

to return to on a regular basis.

No assurance can be given that we will be able to achieve these results.

Industry—Influencer Marketing

sell our services into 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.

Brands are estimated to spend up to $5 billion on

influencer marketing by 2023 [3] .

Major brands recognize that having their happy customers

post on social media is valuable.

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.

Industry—Online Advertising

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 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 what they term as micro-influencers, people with 5,000 to 30,000 social media followers.

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

study “Global Trust In Advertising” found that 83% of respondents say they completely or somewhat trust the recommendations

of friends and family.

[4] Influencer marketing content delivers 11 times higher return

on investment than traditional forms of digital marketing, and approximately 66% of marketing firms now deploy influencer marketing.

In Mary Meeker’s 2019 Internet Trends report she highlighted that the primary reason people chose to make new e-commerce

purchases was that the product had been recommended by a friend.

with over a million followers currently can earn $10,000 to $15,000 for a single sponsored post (depending on its engagement).

The key finding

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

Those with less than 1,000 followers, also referred to as nano influencers, generally received likes on their posts 8% of the time.

Creators with over 10 million followers only received likes 1.6% of the time.

There thus appears in our view a clear downward correlation

between follower sizes and post likes.

of marketers now use influencers.

marketers plan to increase their influencer budgets.

to Chute, 64% of millennials recommend a product at least once a month through social media and one-third of millennials aspire to

be or currently act as influencers.

have 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.

We have designed 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.

[3] https://www.marketingcharts.com/charts/us-advertising-media-market-sizes-2019-vs-2023/attachment/pwc-us-ad-market-sizes-2019-2023-june2019

[4] https://www.nielsen.com/us/en/insights/report/2015/global-trust-in-advertising-2015/

[5] https://cdn2.hubspot.net/hubfs/1882019/TapInfluence/Resources/1009%20-%20Nielsen_Study_Case_Study.pdf

[6] https://www.scribd.com/document/413048704/Internet-Trends-2019#download&from_embed

[7] https://mediakix.com/blog/influencer-rates/

[8] https://www.marketingdive.com/news/social-nfluencer-marketing-evolution-2016/432185/

Our first product—Thumzup™ app

We operate in a single business

segment which is social media marketing.

Our mobile iPhone and Android applications called “Thumzup™” connects brands,

products and services to the people who use and love these brands, products and services.

For advertisers, Thumzup™ activates real

people to post real product reviews and testimonials on social media which may enhance brand awareness, reach targeted consumers more

directly and effectively while driving profitable traffic to their goods and services.

We are building an influencer

and gig economy community around our 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.

Our app and advertiser dashboard is designed to connect advertisers with individuals who are willing to promote their products online

Social Media Marketing Software Technology

The Thumzup™ mobile app

enables creators to select from brands advertising on the app and get paid to post about the advertiser on social media.

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.

With the Thumzup™ app we

are 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.

We believe that our management team has the sales relationships, legal and technology

expertise for our current level of development.

We will need to add additional staff to rapidly grow our business.

Intellectual Property

We own the copyrights to the source

code for the Thumzup™ applications on the iPhone iOS and Android operating mobile operating systems used on the majority of mobile

phone and tablet devices.

We also own the copyrighted source code for the “backend” system that administrates the Thumzup™

app, tracks payments and advertising campaigns.

On April 13, 2021, Thumzup™ Media Corporation

filed application 90642789 with the U.S.

Patent and Trademark Office to trademark "Thumzup™" and application 90642848

to trademark the Thumzup™ logo, with the latter published in the Trademark Official Gazette (TMOG) on March 1, 2022.

Business Model

Advertisers 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 $1000.00.

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.

Per Post Fee .

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 $12.00 each or $1,200,000.

The creators in this

illustration would receive a total of $1,000,000 and Thumzup™ would retain $200,000 for its services.

The Thumzup™ platform

would facilitate 100,000 posts for the advertiser from Thumzup™ creators sharing with their friends about their endorsed products

on social media.

FTC disclosure

Federal Trade Commission requires that paid posts are disclosed.

Thumzup™ includes a disclosure in every post to comply with these

FTC requirements.

The 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.

We envision 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™.

We believe that Thumzup™ can readily provide extra income for this existing pool of gig economy workers.

We believe these gig economy

workers will be able to provide quality Thumzup™ posts on social media for which advertisers will be willing to pay.

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 , and approximately 66% of marketing firms now deploy influencer marketing according to a 2018 Association

of National Advertisers survey.

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

sources of information about products.

According to Simplilearn, nano-influencers have an average engagement rate of 8%, more than 4

times that of accounts with more than 1,000,000 followers and further, as an account’s audience grows, its engagement rate tends

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.

According to a Pixlee article, 64% of millennials recommend a product

at least once a month , and according to a 2019 Morning Consult survey, 86% of Gen Z and millennials would post content for

monetary compensation.

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.

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,

5 unchanged sentences

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

We plan on implementing compliance controls to ensure proper disclosure of all material relationships and consideration for an influencer’s

endorsements.

do not believe our compliance with existing FTC regulations will have a material effect on capital expenditures, earnings and competitive

position of the company and its subsidiaries, for the current fiscal year and any other material future period

For direct-to-consumer (DTC) brands,

a customer might get a postcard in the box upon receiving a purchase in the mail.

A postcard would inform the customer

about the opportunity to get cashback by sharing a picture of the purchase with friends on social media.

If the creator

takes a picture of the postcard, a link to download the Thumzup™ app will appear on the customer’s phone.

The illustration

to the left and those below are intended as examples only and will not necessarily correlate to a final version or an amount.

wording and amounts will depend on agreements with advertisers, products or brands seeking recommendations and other

market factors as may be assessed by management.

physical stores and restaurants, we offer signage to make patrons aware that they can be paid to tell their friends about their positive

experience in the store or restaurant.

When creators open the

Thumzup™ app on their phones, they will reach a welcome screen which establishes the idea that they can get paid to post about

brands, services and places they like with the app.

Main screen appears after a creator enters the unique code we sent.

The main screen enables

each creator to easily select brands, nearby restaurants, and stores that will pay the Thumzup™

creator to post to friends and other followers about products and places recommended by the

creator on social media.

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 and its subsidiaries, for the current fiscal year and any other material future period.

Thumzup™ App Workflow

direct-to-consumer (“DTC”) brands, a customer might get a postcard in the box upon receiving a purchase in the mail.

A postcard would inform the customer about the opportunity to get cashback by sharing a picture of the purchase with friends on social

If the Creator takes a picture of the postcard, a link to download the Thumzup® App will appear on the customer’s

The illustration to the left and those below are intended as examples only and will not necessarily correlate to a final version

or an amount.

Actual wording and amounts will depend on agreements with Advertisers, products or brands seeking recommendations and

other market factors as may be assessed by management.

physical stores and restaurants, the Company offers signage to make patrons aware that they can be paid to tell their friends about

their positive experience in the store or restaurant.

Creators open the Thumzup® App on their phones, they will reach a welcome screen which establishes the idea that they can get

paid to post about brands, services and places they like with the App.

main screen appears after a Creator enters the unique code the Company sent.

The main screen enables each Creator to easily select

brands, nearby restaurants, and stores that will pay the Thumzup Creator to post to friends and other followers about products and

places recommended by the Creator on social media.

main screen has seven main areas where the Creator can take action.

There is what we call a “hamburger” menu in the upper

left to access administrative functions and there is a balance due to the creator displayed on the upper right.

Next, going down

the screen there is a search bar, a map tool, a left to the right slider to select brands that will pay for posts, and an up and

down slider to select locations nearby that will pay to post.

The “hamburger” menu in the upper left gives the creator

access to change bank or payment information, to link to social media, and to invite friends.

The balance due to the creator number

in the upper right has the total of monies pending and monies due but not yet transferred to the creator.

There is a “hamburger” menu in the upper left to

access administrative functions and there is a balance due to the Creator displayed on the upper right.

Next, going down the screen

there is a search bar, a map tool, a left to the right slider to select brands that will pay for posts, and an up and down slider

to select locations nearby that will pay to post.

The “hamburger” menu in the upper left gives the Creator access to

change bank or payment information, to link to social media, and to invite friends.

The balance due to the Creator number in the

upper right has the total of monies pending and monies due but not yet transferred to the Creator.

Creators select a brand or location tile from the main menu, the App enables them to take pictures of their enjoying the product

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The App then enables them to customize the caption that will be posted to social media.

Once creators submit

the pictures and captions, they get uploaded and displayed on the social media account of those creators.

Once Creators submit the pictures

and captions, they get uploaded and displayed on the social media account of those Creators.

inserts the tag required to disclose that the post is a paid promotion.

If the advertiser,

in this case at left, a fictional brand called “Wearclick” has chosen to offer

a discount code to the Thumzup™ creator’s friends on social media, that discount

If the Advertiser, in this case at left, a fictional brand

called “Wearclick” has chosen to offer a discount code to the Thumzup Creator’s friends on social media, that discount

code gets embedded in the post along with the offer.

the creator makes a new post, the post is reviewed by Thumzup™ on behalf of the client to assure that it meets community standards,

does not include sexually explicit images or text, and that the post reflects the client in a commercially favorable light.

For instance,

if images are poorly lit or irrelevant to the brand, creators may be sent text messages to the creators giving them this feedback

and explaining that the post is not due for payment.

When creators want to receive the

money they have earned they tap on the PayMe!

the Creator makes a new post, the post is reviewed by Thumzup on behalf of the Advertiser to assure that it meets community standards,

does not include sexually explicit images or text, and that the post reflects the Advertiser in a commercially favorable light.

instance, if images are poorly lit or irrelevant to the brand, Creators may be sent text messages to the Creators giving them this

feedback and explaining that the post is not due for payment.

Creators want to receive the money they have earned they tap on the PayMe!

selection on the App menu.

The app then pays the creator via online payment systems,

such as Venmo or Paypal, the amount due from all screened posts made by that creator.

mobile app enables the creator to search for brands they like that will pay them to post.

This is useful so that Thumzup™ creators

can easily discover brands they like to post about.

The App then pays the Creator

via online payment systems, such as Venmo or PayPal, the amount due from all screened posts made by that Creator.

App enables the Creator to search for brands they like that will pay them to post.

This is useful so that Thumzup® Creators can

easily discover brands they like to post about.

The App pays Creators to post about brands.

opinion, paid posts from happy customers posting about brands and services they like offer attractive, compelling values to

advertisers and creators compared to traditional online advertising because those posts should yield higher response

To date our clients have paid more than 75 creators between $5.00 and $10.00 each to post about our initial

This post, for example, received about 40 “likes” from an Instagram creator who has about 900

That is a 4.4percent response rate which is about eight times the average response rate of Instagram ads.

[9] https://blog.adstage.io/instagram-ads-cpm-cpc-ctr-

benchmarks#:~:text=The%20average%20click%2Dthrough%20rate,all%20the%20major%20ad%20networks

system provides advertisers with quality control by enabling the advertiser to review posts to make sure that the posts meet community

standards and are commercially useful to the advertiser.

This helps reduce the number of people who may try to game the system to otherwise

not use it properly.

the Company’s opinion, paid posts from happy customers about how much they like an Advertiser’s goods or services offer

attractive, compelling values to both Advertisers and Creators compared to traditional online advertising because those posts should

yield higher response rates.

Thumzup® system provides Advertisers with quality control by enabling the Advertiser to review posts to make sure that the posts

meet community standards and are commercially useful to the Advertiser.

This helps reduce the number of people who may try to game the

system to otherwise not use it properly.

Thumzup® Creators can opt-in to receive text message from brands.

This opt-in opportunity is valuable to brands

because text messages have

higher visibility to potential customers than emails.

system enables “campaign spend” to be limited by a total dollar amount determined by the advertiser.

Once the posts that the

advertiser has paid for in a campaign have been posted and approved for payment, the campaign expires and the advertiser incurs no additional

cost until it chooses to

increase the amount.

It also enables the advertiser to limit the number of posts made by an individual creator by day, week and month.

We believe that this feature enables more efficient budgetary control while reducing unintended cost overruns.

This feature may

eliminate abuse or saturation by creators who post more than what may be commercially valuable to advertisers.

Financing Plan

November 2020, we raised an aggregate of $215,000 through sales of senior secured convertible promissory notes to four investors.

December 31, 2020 we have raised an additional $ $1,273,000 through the sale of our shares to accredited investors as that term is defined

under federal securities laws .

These funds have been used to build and beta test the Thumzup™ app and to cover operating costs including and other administrative

costs and expenses.

During the year 2021 the company was pre-revenue

and transitioned into beta testing.

The Thumzup commercial launch is planned in 2022.

Top 10 Influencer Marketing Platforms

Market Research firm G2 ranks

the top ten influencer marketing software companies as GRIN, #paid, CreatorIQ, Mavrck, Popular Pays, Tribe Dynamics, AspireIQ, Influenster,

Traackr ,and Hivency.

[11] This influencer marketing software space is focused on influencers who see themselves as professional

None of these companies is building a platform designed to turn social media creators into micro-influencers in the manner

that we seek to accomplish.

is also an app that connects brands with influencers who are interesting in promoting brands.

It is different from Thumzup because it

is targeting people who consider themselves an influencer .

We do not currently know of a

company that is seeking to build a community of everyday people and empowering them to post about brands that they love.

Nevertheless, the influencer marketing

industry segments are rapidly evolving and competitive and we expect competition to intensify in the future with the emergence of new

technologies and market entrants.

Our competitors may enjoy competitive advantages, such as greater name recognition, longer operating

histories, substantially greater market share, established marketing relationships with, and access to, large existing advertisers and

user bases, and substantially greater financial, technical and other resources.

These companies may use these advantages to offer apps

or other products similar to ours at a lower price, develop different products to compete with our current solutions and respond more

quickly and effectively than we do to new or changing opportunities, technologies, standards or client requirements particularly across

different cities and geographical regions.

Certain competitors could also use strong or dominant positions in one or more markets to gain

competitive advantage against us in markets in which we operate in the future.

We believe our ability to compete successfully for users,

content, and advertising and other customers depends upon many factors both within and beyond our control, including:

●the popularity, usefulness,

ease of use, performance and reliability of our apps and services

compared to those of our competitors;

●our ability, in and of

itself as well as in comparison to the ability of our competitors, to develop

new apps, other products and services

and enhancements to then existing apps, products and

●our ad targeting and measurement

capabilities, and those of our competitors;

●the size, composition and

level of engagement of our app user communities relative to those

of our competitors;

●our marketing and selling

efforts, and those of our competitors;

●the pricing of our apps

and services relative to those of our competitors;

●the actual or perceived

return our customers receive from the deployment of our apps within

our user communities relative

to returns from our competitors;

●our reputation and brand

strength relative to our competitors.

in the market that we solve

March 2019, JetBlue Airways did a promotion where it offered free travel to people in exchange for posting about JetBlue on social media.

The promotion was deemed not to be a success because many of the people reportedly deleted the posts after claiming the reward.

had no platform for tracking the influencers and holding them accountable.

Thumzup™ platform can sample the creator’s Instagram feed to assure that the post is up before the payment is due.

[10] https://www.mediapost.com/publications/article/339343/study-texting-is-more-efficient-than-email.html

[11] https://www.g2.com/categories/influencer-marketing-platforms

[12] https://mediakix.com/blog/influencer-marketing-fails/

have one full-time employee and have retained an outsourced management consultant, who on a part-time basis performs accounting and financial

reporting services on our behalf.

We also utilize the services of approximately eight to ten part-time software developers.

time to time, we may become involved in litigation or other legal proceedings.

We are not currently a party to any litigation or legal

Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of

management resources and other factors.

Thumzup™ is located at 711

Carson Street Suite 4 Carson City, Nevada 89701.

Our telephone number is

(310) 237-2887 and our Internet website address is

www.Thumzupmedia.com.

We file or furnish electronically with the U.S.

and Exchange Commission ("SEC") annual reports on Form 10-K, quarterly reports on Form 10- Q, current reports on Form 8-K and

amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.

We make copies of these reports

available free of charge through our investor relations website as soon as reasonably practicable after we file or furnish them with the

This opt-in opportunity

is valuable to Advertiser brands because text messages have higher visibility to potential customers than emails.

Thumzup® system enables “campaign spend” to be limited by a total dollar amount as determined by the Advertiser.

the posts that the Advertiser has paid for have been posted and approved for payment, the campaign expires and the Advertiser incurs

no additional cost until it chooses to increase the amount.

It also enables the Advertiser to limit the number of posts made by an individual

Creator by day, week, and month.

The Company believes that this feature enables more efficient budgetary control while reducing unintended

cost overruns.

This feature may eliminate abuse or saturation by Creators who post more than what may be commercially valuable to Advertisers.

November 2020, the Company raised an aggregate of $215,000 through issuance of senior secured convertible promissory notes to four holders,

which have since been converted and exchanged

into shares of Common and Preferred Stock, respectively, and are now retired.

1, 2021 through December 31, 2022, the Company has raised an additional $1,880,412 and $1,260,000 through the sale of its Common and

Preferred Stock, respectively, to Accredited Investors in private placements pursuant to section 4(a)(2) of the Securities Act of 1933.

These funds have been used to build and beta test the Thumzup® App and to cover operating costs, including other administrative costs

and expenses.

the year 2021 the Company was pre-revenue and transitioned into beta testing.

The Company has generated minimal revenue in 2022 from

a limited soft launch in Santa Monica and Venice, CA.

The Thumzup® App commercial launch began in late 2022 in a geographic region

around the West Side of Los Angeles with expansion into other geographic regions planned for 2023 and beyond.

Company is currently conducting an offering under Regulation A+, pursuant

to an Offering Statement on Form 1-A/A filed on December 23, 2022 and qualified on January 9, 2023, through which the Company is offering

up to 2 million shares of common stock at a purchase price of $4.50 per share.

The Company currently has subscriptions for 64,894 shares

for an aggregate subscription amount of $292,023 in escrow as fully described in the Company’s Form 1-A/A filed on December 23,

Company has competitors in influencer marketing software companies as GRIN, #paid, CreatorIQ, Mavrck, Popular Pays, Tribe Dynamics, AspireIQ,

Influenster, Traackr, and Hivency.

All of the above-named competitor influencer marketing software is focused on influencers who see

themselves as professional influencers.

To the best of the Company’s knowledge, these competitors are not building platforms designed

to turn social media creators into micro-influencers in the manner that the Company seeks to accomplish.

Rep is also an app that connects

brands with influencers who are interesting in promoting brands.

Rep’s app is different from Thumzup® because it is targeting

people who consider themselves influencers.

Company does not currently know of another business that is seeking to build a community of everyday people and empowering them to post

about brands that they love.

Nevertheless,

the influencer marketing industry segments are rapidly evolving and competitive and the Company expects competition to intensify in the

future with the emergence of new technologies and market entrants.

The Company’s competitors may enjoy competitive advantages,

such as greater name recognition, longer operating histories, substantially greater market share, established marketing relationships

with, and access to, large existing advertisers and user bases, and substantially greater financial, technical and other resources.

competitors may use these advantages to offer apps or other products similar to the Company’s at a lower price, develop different

products to compete with the Company’s current solutions and respond more quickly and effectively than the Company does to new

or changing opportunities, technologies, standards or client requirements particularly across different cities and geographical regions.

Certain competitors could also use strong or dominant positions in one or more markets to gain competitive advantage against the Company

in markets in which it operates in the future.

The Company believes its ability to compete successfully for users, content, and advertising

and other customers depends upon many factors both within and beyond the Company’s control, including:

popularity, usefulness, ease of use, performance and reliability of the Thumzup® App and services compared to those of competitors;

ability, in and of itself as well as in comparison to the ability of competitors, to develop new apps, other products and services

and enhancements to then existing apps, products and services;

Company’s ad targeting and measurement capabilities, and those of its competitors;

size, composition and level of engagement of the Thumzup® App user communities relative to those of the Company’s competitors;

Company’s marketing and selling efforts, and those of its competitors;

pricing of the Thumzup® Apps and services relative to those of its competitors;

actual or perceived return the Company’s customers receive from the deployment of the Thumzup® Apps within the user communities

relative to returns from the Company’s competitors;

Company’s reputation and brand strength relative to its competitors.

in the market that Thumzup® solves

Magazine, in 2019, JetBlue Airways did a promotion where it offered free travel to people in exchange for posting about JetBlue

on social media.

The promotion was deemed not to be a success because many of the people reportedly deleted the posts after claiming

JetBlue had no platform for tracking the influencers and holding them accountable.

The Thumzup® Platform allows Advertisers

to limit and or cap their advertising spend, as well as allowing the Advertiser to approve individual posts prior to the Creator being

of December 31, 2022, The Company has four (4) full-time employees, as well as sixteen (16) marketing, sales, and finance

independent contractors.

The Company also utilizes the services of approximately seven (7) part-time software developers.

these software developers are third-party contractors and are located outside the United States.

time to time, the Company may become involved in litigation or other legal proceedings.

The Company is not currently a party to any litigation

or legal proceedings.

Regardless of outcome, litigation can have an adverse impact on the Company because of defense and settlement costs,

diversion of management resources and other factors.

is located at 11845 W.

Olympic Blvd, Ste 1100W #13, Los Angeles, CA 90064.

Our telephone number is (800) 403-6150 and our Internet website

address is www.ThumzupMedia.com.

file or furnish electronically with the U.S.

Securities and Exchange Commission (“SEC”) annual reports on Form 10-K, quarterly

reports on Form 10- Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d)

of the Exchange Act.

We make copies of these reports available free of charge through our investor relations website as soon as reasonably

practicable after we file or furnish them with the SEC.

These reports are also accessible through the SEC website at www.sec.gov.

Information contained on or accessible through our website

www.thumzupmedia.com is not incorporated into, and does not form a part of, this Annual Report or any other report or document we file

with the SEC, and any references to our websites are intended to be inactive textual references only.

contained on or accessible through our website www.thumzupmedia.com is not incorporated into, and does not form a part of, this Annual

Report or any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references

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-K

Item 1. Business