What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2023-08-21 compared with 2023-05-15 · 91 added, 50 removed, 257 unchanged (35% of the section changed)

65 unchanged sentences

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.

The Company has recorded nominal revenues during the first six 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,

2 unchanged sentences

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

ended June 30, 2023 and 2022, we incurred $924,430 and $275,138 in net losses due primarily to software research and development expenses

along with general and administrative expenses in both periods.

For the six months ended June 30, 2023 and 2022, we incurred $1,835,667

and $499,510 in net losses due primarily to software research and development expenses along with general and administrative expenses

in both periods.

Products and Services

48 unchanged sentences

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

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

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.

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 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.

122 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 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.

At June 30, 2023 and December 31, 2022, the Company had a cash balance of $393,143 and $1,155,343, respectively, and the Company used

$1,352,253 and $474,889 to fund operating activities for the six months ended June 30, 2023 and 2022, respectively.

The Company has an

accumulated deficit at June 30, 2023 and December 31, 2022 of $4,203,292 and $2,367,623 respectively, and the Company may need to raise

additional funding in order to continue as a going concern.

OF OPERATIONS

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.

MONTHS ENDED JUNE 30, 2023 AND 2022

following table sets forth certain selected unaudited statement of operations data for the three months ended June 30, 2023 and 2022.

For the Three Months ended

Operating Expenses

Loss from Operations

Other Income (Expense)

Net Income (Loss) Available to Common Stockholders

Company generated revenues of $508 and $1,398 for the three months ended June 30, 2023 and 2022, respectively, a decrease of $818.

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 June 30, 2023.

the three months ended June 30, 2023 and 2022, the Company incurred operating expenses of $708,853 and $272,093, respectively, an increase

The increase in operating expenses was caused by:

marketing expenses increasing $202,459 from $50,498 during the three months

ended June 30, 2022 to $252,957 during the same period in 2023, general and administrative expenses increasing $176,998 from $81,103

during the three months ended June 30, 2022 to $258,101 during the same period in 2023, depreciation and amortization expenses increasing

$5,150 from $540 during the three months ended June 30, 2022 to $5,690 during the same period in 2023, software research development

expenses increasing $52,153 from $139,952 during the three months ended June 30, 2022 to $192,105 during the same period in 2023.

increases in operating expenses were caused by the Company expanding operations during the three months ended June 30, 2023 to accelerate

the platform’s growth.

Loss from operations

Company realized a net loss from operations of $708,273 and $270,695 for the three months ended June 30, 2023 and 2022, respectively,

an increase of $437,578 for the reasons stated above.

the three months ended June 30, 2023 and 2022, the Company had $190,806 and $0 in expenses for liquidated damages related to the Company’s

equity offerings, respectively.

For the three months ended June 30, 2023 and 2022, the Company had $22,856 and $4,443 in interest expense,

respectively, related to liquidated damages and debt notes, respectively.

The debt notes were retired by converting and exchanging to

equity in September 2022.

Loss available to common shareholders

Company realized a net loss available to common shareholders of $924,430 and $275,138 for the three months ended June 30, 2023 and 2022,

respectively, an increase of $649,292 for the reasons stated above.

MONTHS ENDED JUNE 30, 2023 AND 2022

following table sets forth certain selected unaudited statement of operations data for the six months ended June 30, 2023 and 2022.

For the Six Months ended

Operating Expenses

Loss from Operations

Other Income (Expense)

Net Income (Loss) Available to Common Stockholders

$ (1,835,667 )

$ (1,336,157 )

Company generated revenues of $2,350 and $4,892 for the six months ended June 30, 2023 and 2022, respectively, a decrease of $2,542.

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

which caused revenue to decrease despite a significant increase in advertiser activity during the six months ended June 30, 2023.

the six months ended June 30, 2023 and 2022, the Company incurred operating expenses of $1,430,928 and $495,516, 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.

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

June 30, 2022 to $116 during the same period in 2023, marketing expenses increasing $456,315 from $65,359 during the six months ended

June 30, 2022 to $521,674 during the same period in 2023, general and administrative expenses increasing $439,976 from $143,079 during

the six months ended June 30, 2022 to $583,055 during the same period in 2023, depreciation and amortization expenses increasing $7,017

from $1,080 during the six months ended June 30, 2022 to $8,097 during the same period in 2023, an software research development expenses

of $31,988 from $285,998 during the six months ended June 30, 2022 to $317,986 during the same period in 2023.

The increases in the operating

expenses were caused by the Company expanding operations during the six months ended June 30, 2023 to accelerate the platform’s

Loss from operations

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

Company realized a net loss from operations of $1,428,578 and $490,624 for the six months ended June 30, 2023 and 2022, respectively,

an increase of $937,954 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.

the six months ended June 30, 2023 and 2022, the Company had $366,923 and $0 in expenses for liquidated damages for certain of the Company’s

equity offerings, respectively.

For the six months ended June 30, 2023 and 2022, the Company had $35,224 and $8,886 in interest expense,

respectively, related to liquidated damages and debt notes, respectively.

The debt notes were retired by converting and exchanging 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,

Company realized a net loss available to common shareholders of $1,835,667 and $499,510 for the six months ended June 30, 2023 and 2022,

respectively, an increase of $1,336,157 for the reasons stated above.

and capital resources

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.

of June 30, 2023 and December 31, 2022, the Company had cash in the amount of $393,143 and $1,155,343, respectively.

As of June 30, 2023

and December 31, 2022, the Company had stockholders’ equity (deficit) of $(229,829) and $786,524, respectively.

Company’s accumulated deficit was $4,203,202 and $2,367,623 as of June 30, 2023 and December 31, 2022, respectively.

Company used net cash in operations of $1,352,253 and $474,889 for the six months ended June 30, 2023 and 2022, respectively.

cash used in investing activities for six months ending June 30, 2023 and 2022 was $78,243 and $0, respectively.

During the six months

ended June 30, 2023, there were $73,138 in capitalized development costs and $5,105 used for the purchase of equipment.

cash provided by financing activities was $668,296 for the six months ended June 30, 2023, comprised of $674,713 from the sale of common

stock related to the sale of common stock in a prior period and the Company’s offering under Regulation A+, with offering costs

Net cash provided by financing activities was $704,300 for the six months ended June 30, 2022, with $704,300 generated from

the sale of common stock and $300 in loan proceeds.

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