What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2023-05-15 compared with 2022-11-14 · 100 added, 133 removed, 207 unchanged (53% of the section changed)

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cannot guarantee future results or performance.

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.

To date our clients have paid more than 104 creators between $3.00 and

$10.00 each to post about our initial advertisers.

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

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

The Company anticipates raising additional

capital to expand sales to new advertisers, expand acquiring new creators and to improve and further develop the technology.

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 media.

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 (“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 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.

The Company 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 three months of 2023

and continues with the development of enhancements to its App and marketing efforts.

Company is an “emerging growth company” as that term is used in the Jumpstart our Business Startups Act of 2012, and as such,

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

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.

For the three months

ended March 31, 2023 and 2022, we incurred $722,752 and $224,372 in net losses due primarily to software research and development expenses

along with general and administrative expenses in both periods.

Products and Services

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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.

real people to become content creators (“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.

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recent Nielsen report found more than 83% 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.

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 was 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

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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] .

Industry—Online Advertising

at a 16.5% compound annual growth rate, the online advertising market was set to grow from $208 billion in 2022 to $354.9 billion in

2026 according to a 2021 Reportlinker.com study.

The 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.

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.

We believe major

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

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.

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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

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 an analysis of Thumzup’s data, 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 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 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 .

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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

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

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.

At March 31, 2023 and December 31, 2022, the Company had a cash balance of $528,330 and $1,155,343, respectively, and the Company used

$607,725 and $222,969 to fund operating activities for the three months ended March 31, 2023 and 2022, respectively.

The Company has

an accumulated deficit at March 31, 2023 and December 31, 2022 of $2,807,459 and $2,084,707, respectively, and the Company may need to

raise additional funding in order to continue as a going concern.

OF 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 $1,632 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 $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 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

MONTHS ENDED MARCH 31, 2023 AND 2022

following table sets forth certain selected unaudited statement of operations data for the three months ended March 31, 2023 and 2022.

the Three Months ended

from Operations

Income (Expense)

Income (Loss) Available to Common Stockholders

Company generated revenues of $1,770 and $3,494 for the three months ended March 31, 2023 and 2022, respectively, a decrease of $1,724.

The Company updated its revenue recognition policy for the year ended December 31, 2022, resulting in the Company reporting net revenue,

which caused revenue to decrease despite a significant increase in advertiser activity during the three months ended March 31, 2023.

the three months ended March 31, 2023 and 2022, the Company incurred operating expenses of $722,075 and $223,423, respectively, an increase

The increase in operating expenses was caused by:

costs of revenues increasing by $116 from $0 during the three months ended

March 31, 2022 to $116 during the same period in 2023, marketing expenses increasing $253,856 from $14,861 during the three months ended

March 31, 2022 to $268,717 during the same period in 2023, general and administrative expenses increasing $262,978 from $61,976 during

the three months ended March 31, 2022 to $324,954 during the same period in 2023, depreciation and amortization expenses increasing $1,867

from $540 during the three months ended March 31, 2022 to $2,407 during the same period in 2023, offset by a decrease in software research

development expenses of $20,165 from $146,046 during the three months ended March 31, 2022 to $125,881 during the same period in 2023.

The decline in software research and development expenses is attributable to the Company capitalizing certain software development costs,

while the increases in the remaining operating expenses was caused by the Company expanding operations during the three months ended

March 31, 2023 to accelerate the platform’s growth.

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 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 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 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 $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.

Company realized a net loss from operations of $720,305 and $219,929 for the three months ended March 31, 2023 and 2022, respectively,

an increase of $500,376 for the reasons stated above.

the three months ended March 31, 2023 and 2022, the Company had $0 and $4,443 in interest expense, respectively, related to debt notes.

The debt notes and accrued interest were retired by converting to equity in September 2022.

Loss available to common shareholders

Company realized a net loss available to common shareholders of $722,752 and $224,372 for the three months ended March 31, 2023 and 2022,

respectively, an increase of $498,380 for the reasons stated above.

and capital resources

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.

of March 31, 2023 and December 31, 2022, the Company had cash in the amount of $528,330 and $1,155,343, respectively.

As of March 31,

2023 and December 31, 2022, the Company had stockholders’ equity of $514,135 and $1,069,799, respectively.

Company’s accumulated deficit was $2,807,459 and $2,084,707 as of March 31, 2023 and December 31, 2022, respectively.

Company used net cash in operations of $607,725 and $222,969 for the three months ended March 31, 2023 and 2022, respectively.

cash used in investing activities for three months ending March 31, 2023 and 2022 was $52,288 and $0 used for software development and

to purchase computer equipment, respectively.

cash provided by financing activities was $33,000 for the three months ended March 31, 2023, comprised of $33,000 from stock subscription

receivable related to the sale of common stock in a prior period.

Net cash provided by financing activities was $123,800 for the three

months ended March 31, 2022 from the sale of common stock.

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

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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