What changed in this filing

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Item 1. Business

2024-03-20 compared with 2023-03-31 · 128 added, 215 removed, 109 unchanged (76% of the section changed)

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media about the advertiser and its products.

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.

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 year ended December 31, 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,

has elected to comply with certain reduced public company reporting requirements.

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 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

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.

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 .

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

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 “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 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.

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

the rate of engagement (likes and comments) with followers decreases.

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.

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.

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 ThumzupTM Media Corporation with Reg.

6,842,424, registered Sep.

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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

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 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

or experience.

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.

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

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 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.

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.

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 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.

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

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

Influenster, Traackr, and Skeepers.

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

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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.

of February 21, 2024, The Company has four (4) full-time employees, as well as sixteen (16) marketing, sales, and finance independent

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.

All of 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.

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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-K

Item 1. Business