What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2023-11-13 compared with 2023-08-21 · 185 added, 198 removed, 150 unchanged (72% of the section changed)

65 unchanged sentences

contracting with expensive professional influencers.

The Company has recorded nominal revenues during the first six months of 2023 and

The Company has recorded nominal revenues during the first nine months of 2023 and

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

3 unchanged sentences

For the three months

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.

ended September 30, 2023 and 2022, we incurred $1,067,974 and $292,935 in net losses due primarily to software research and development

expenses along with general and administrative expenses in both periods.

For the nine months ended September 30, 2023 and 2022, we incurred

$2,903,643 and $792,445 in net losses due primarily to software research and development expenses along with general and administrative

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 (“Creators”) and post authentic valuable posts on social media about the advertiser

and its products.

Company specializes in the domain of social media marketing.

Thumzup’s flagship product, the Thumzup® App, available on both

iPhone and Android operating systems, serves as a symbiotic bridge between brands and their enthusiasts.

For advertisers, Thumzup®

incentivizes real people, referred to as content creators (“Creators”), to generate 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.

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

suite of tools are designed to facilitate and expedite this democratization trend for consumers and advertisers within the online advertising

advanced technology, the Company has built a community around its Thumzup® App that resonates with the ethos of the influencer and

This technology and community are designed to generate scalable authentic product posts, endorsements, and recommendations

for advertisers on social media.

It is designed to connect advertisers with individuals who are willing to tell their friends and family

about the advertisers’ products both on 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.

By selecting the brand and capturing an image using the Thumzup® App, Thumzup® Creators can automatically share the content,

complete with captions, to their social channels.

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 receive

genuine user-generated promotions, moving beyond the often-ignored traditional banner ads.

recent Nielsen report found more than 83% of consumers believe friends and family are the most reliable sources of information about

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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

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.

This worldwide viral growth demonstrates the potential of

innovative social media platforms like Thumzup®, furnished with the right blend of user experience and value, to captivate Creators

and command significant time investments.

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.

The guiding philosophy is simple:

individuals to monetize their authentic social media engagements.

The Thumzup® App is envisioned as a nexus where advertisers can

foster direct consumer connections.

However, the platform’s success hinges on securing a critical mass of advertisers to ensure

its viability and scalability, and to perpetuate Creator engagement.

It’s pertinent to note that while the Company is dedicated

to this mission, there’s no definitive guarantee of achieving the envisioned outcomes.

No assurance can be given that the Company

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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.

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.

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

at a 16.5% compound annual growth rate (CAGR), the online advertising market is 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 present descriptions of market size and penetration are indirectly applicable.

matures, the Company anticipates other competitors will emerge in this new market, capitalizing on the payment model to non-professional

advocates to tell their friends about products they love on social media at the point-of-sale.

Currently, “influencer marketing”

stands as the most analogous segment to Thumzup®’s niche, witnessing substantial growth with the rise of social media influencers.

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 authentically post on social media is valuable.

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

Some of these platforms

have expanded to accommodate “micro-influencers,” those boasting 5,000 to 30,000 social media followers.

In the Company’s

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

findings from TapInfluence highlighted 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

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sources of information about products.

According to an analysis of Thumzup’s data, as an influencer’s follower total rises,

Thumzup®’s own data indicates that as an influencer’s total follower count 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.

The data showed that those with less than 1,000 followers, also

referred to as “nano-influencers,” generally received likes on their posts 8% of the time.

There 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

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 .

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.

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 those

who may not be professional influencers but are genuinely enthusiastic about the products and services.

With a design philosophy echoing

Apple’s quintessential simplicity, both the Thumzup® App and its advertiser dashboard seamlessly integrate into existing social

media usage patterns, ensuring nearly effortless use.

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 specializes in the domain of social media marketing, primarily through its mobile iPhone and Android application called “Thumzup®.”

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

For advertisers,

Thumzup® catalyzes authentic user-generated content, from real product reviews and testimonials, by amplifying brand visibility and

facilitating a direct, efficient connection with target consumers, ultimately boosting promotions and traffic to their offerings.

Company is building an influencer and gig economy community around the Thumzup® App.

This initiative aims to foster authentic product

posts and recommendations on social media.

The App and advertiser dashboard are designed to connect advertisers with individuals who

are willing to promote their products and services online and offline.

At its core, the Thumzup® App aims to simplify and elevate

person-to-person advertising, ensuring it’s not only effective, but highly scalable and economic for Thumzup® advertisers.

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.

Additionally, the Company owns the copyrighted and proprietary source code

for the Thumzup® App’s backend system, responsible for administrating the Thumzup® App, tracking payments and monitoring

advertising campaigns.

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

6,842,424, registered

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

Patent and Trademark Office

(“USPTO”) for the word mark THUMZUP, which was granted registration on June 21, 2022, resulting in reg.

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

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

an upwardly extended thumb.

Meta Platforms, Inc.

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

(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.

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.

to the Creator, with monetary amounts that range from $1.00 to $1,000.00 per approved post.

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.

to screen and filter posts so that the advertiser only pays for posts that are commercially valuable, ensuring Creators are rewarded

for posts that have images and text that represent the advertiser in a positive manner.

Post Fee Structure:

Thumzup® advertisers are charged a ‘Per Post Fee’ model.

By way of illustration, if an advertiser

purchases 100,000 posts at a rate of $10 per post to Thumzup® Creators, the total cost would be $13.00 per post or $1,300,000.

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

Thumzup® platform would then facilitate 100,000 endorsed posts for the advertiser from Thumzup® Creators sharing with their followers

about their endorsed products on social media.

Thumzup® App is designed to generate scalable, genuine social media content for advertisers, bridging the gap between advertisers

and 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®.

Envision a gig economy driver endorsing a diner they’ve just visited

or a gig economy freelance designer at a cafe doing a graphic design project from a gig economy site who takes a moment to post about

the coffee shop – all via Thumzup®.

The Company believes that Thumzup® not only can readily provide supplemental income

for this existing pool of gig economy workers, but also ensures advertisers receive quality content worthy of their ad spend.

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

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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.

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

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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 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.

At September 30, 2023 and December 31, 2022, the Company had a cash balance of $146,240 and $1,155,343, respectively, and the Company

used $1,911,767 and $573,356 to fund operating activities for the nine months ended September 30, 2023 and 2022, respectively.

has an accumulated deficit at September 30, 2023 and December 31, 2022 of $5,317,073 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 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.

MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

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

For the Three Months ended

Sept 30, 2023

Sept 30, 2022

Operating Expenses

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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

$ (1,111110 )

Company generated revenues of $72 and $1,632 for the three months ended September 30, 2023 and 2022, respectively, a decrease of $1,560.

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 platform activity during the three months ended September 30, 2023.

the three months ended September 30, 2023 and 2022, the Company incurred operating expenses of $718,517 and $294,567, respectively, an

increase of $423,950.

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.

marketing expenses increasing $163,937 from $64,748 during the

three months ended September 30, 2022 to $228,685 during the same period in 2023, general and administrative expenses increasing $220,452

from $100,900 during the three months ended September 30, 2022 to $321,352 during the same period in 2023, depreciation and amortization

expenses increasing $8,020 from $540 during the three months ended September 30, 2022 to $8,560 during the same period in 2023, software

research development expenses increasing $33,441 from $126,479 during the three months ended September 30, 2022 to $159,920 during the

same period in 2023, and cost of revenues decreasing $1,900 from $1,900 during the three months ended September 30, 2022 to $0 during

the same period in 2023.

The increases in operating expenses were caused by the Company expanding operations during the three months

ended September 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,

Company realized a net loss from operations of $718,445 and $292,935 for the three months ended September 30, 2023 and 2022, respectively,

an increase of $425,510 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.

the three months ended September 30, 2023 and 2022, the Company had $364,729 and $0 in expenses for liquidated damages related to the

Company’s equity offerings, respectively.

For the three months ended September 30, 2023 and 2022, the Company had $27,937 and $0

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

Company realized a net loss available to common shareholders of $1,111,110 and $292,935 for the three months ended September 30, 2023

and 2022, respectively, an increase of $818,175 for the reasons stated above.

MONTHS ENDED SEPTMEBER 30, 2023 AND 2022

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

For the Nine Months ended

Sept 30, 2023

Sept 30, 2022

Operating Expenses

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$ (2,149,391 )

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.

Company generated revenues of $2,422 and $6,524 for the nine months ended September 30, 2023 and 2022, respectively, a decrease of $4,102.

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 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

which caused revenue to decrease despite a significant increase in platform activity during the nine months ended September 30, 2023.

the nine months ended September 30, 2023 and 2022, the Company incurred operating expenses of $2,149,445 and $790,083, respectively,

an increase of $1,359,362.

The increase in operating expenses was caused by:

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

costs of revenues decreasing by $1,784 from $1,900 during

the nine months ended September 30, 2022 to $116 during the same period in 2023, marketing expenses increasing $620,252 from $130,107

during the nine months ended September 30, 2022 to $750,359 during the same period in 2023, general and administrative expenses increasing

$660,427 from $243,979 during the nine months ended September 30, 2022 to $904,406 during the same period in 2023, depreciation and amortization

expenses increasing $15,037 from $1,620 during the nine months ended September 30, 2022 to $16,657 during the same period in 2023, and

software research development expenses of $65,429 from $412,477 during the nine months ended September 30, 2022 to $477,906 during the

same period in 2023.

The increases in the operating expenses were caused by the Company expanding operations during the nine months ended

September 30, 2023 to accelerate the platform’s growth.

Loss from operations

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,

Company realized a net loss from operations of $2,147,023 and $783,559 for the nine months ended September 30, 2023 and 2022, respectively,

an increase of $1,363,464 for the reasons stated above.

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.

the nine months ended September 30, 2023 and 2022, the Company had $794,811 and $0 in expenses for liquidated damages for certain of

the Company’s equity offerings, respectively.

For the nine months ended September 30, 2023 and 2022, the Company had $63,161 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 $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.

Company realized a net loss available to common shareholders of $2,941,836 and $792,445 for the nine months ended September 30, 2023

and 2022, respectively, an increase of $2,149,391 for the reasons stated above.

and capital resources

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.

of September 30, 2023 and December 31, 2022, the Company had cash in the amount of $146,240 and $1,155,343, respectively.

As of September

30, 2023 and December 31, 2022, the Company had stockholders’ equity of $255,089 and $786,524, respectively.

Company’s accumulated deficit was $5,317,073 and $2,367,623 as of September 30, 2023 and December 31, 2022, respectively.

Company used net cash in operations of $1,911,767 and $851,984 for the nine months ended September 30, 2023 and 2022, respectively.

cash used in investing activities for nine months ending September 30, 2023 and 2022 was $114,640 and $0, respectively.

During the nine

months ended September 30, 2023, there were $108,313 in capitalized development costs and $6,327 used for the purchase of equipment.

cash provided by financing activities was $1,017,304 for the nine months ended September 30, 2023, comprised of $33,000 from the sale

of common stock related to the sale of common stock in a prior period and $984,304 from the Company’s offering under Regulation

A+, net offering costs of $9,946.

Net cash provided by financing activities was $1,527,300 for the nine months ended September 30, 2022,

with $737,000 generated from the sale of common stock, $300 in loan proceeds, and $790,000 from the sale of the Company’s Series

A preferred stock.

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

3 unchanged sentences

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What changed 10-Q

Item 2. Management’s Discussion and Analysis