What changed in this filing

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Item 7. Management’s Discussion and Analysis

2024-03-20 compared with 2023-03-31 · 93 added, 66 removed, 61 unchanged (72% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

of Previously Issued Financial Statements

discussed further in Note 2 of our financial statements in Part IV of this amended Annual Report on Form 10-K, we have restated our financial

statements for the fiscal year ended December 31, 2022 and our unaudited condensed interim financial information as of and for the fiscal

period ended March 31, 2023.

Refer to the Explanatory Note preceding Part I, Item 1:

Financial Statements and Supplementary Data

- Note 2 of our financial statements, for additional details regarding the aforementioned restatement adjustments.

information regarding our controls and procedures, see Part II, Item 9A – Controls and Procedures, of this amended Annual Report

on Form 10-K.

LOOKING STATEMENTS

of this Form 10-K including the Management’s Discussion and Analysis or Plan of Operation, contain “forward-looking statements”.

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“estimate,” “believe,” “intent,” “project,” and similar words and variations thereof.

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 first nine 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,

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.

Growth Company

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We shall continue to be deemed an emerging growth company until the earliest of:

last day of the fiscal year of the issuer during which it had total annual gross revenues

of $1.07 billion (as such amount is indexed for inflation every five years by the Commission

to reflect the change in the Consumer Price Index for All Urban Consumers published by the

Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

last day of the fiscal year of the issuer following the fifth anniversary of the date of

the first sale of common equity securities of the issuer pursuant to an effective IPO registration

date on which such issuer has, during the previous three-year period, issued more than $1.0

billion in nonconvertible debt;

date on which such issuer is deemed to be a ‘large accelerated filer’, as defined

in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.’

last day of the fiscal year of the issuer during which it had total annual gross revenues of $1.07 billion (as such amount is indexed

for inflation every five years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published

by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities

of the issuer pursuant to an effective IPO registration statement;

date on which such issuer has, during the previous three-year period, issued more than $1.0 billion in nonconvertible debt;

date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code

of Federal Regulations, or any successor thereto.’

Section 107 of the JOBS Act provides that we may elect to utilize the extended transition period for complying with new or revised accounting

8 unchanged sentences

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

For the year ended December 31, 2022, we incurred a net

loss of $1,221,765, primarily due to software research and development expenses of $567,408, marketing expenses of $224,088, and general

and administrative expenses of $418,940.

For the year ended December 31, 2021, we incurred $857,255 in net losses primarily due to $716,524

in software research and development expenses, $21,257 in marketing expenses, $102,698 in general and administrative expenses, $17,486

in interest expense and $1,736 in depreciation expense.

For the year ended December 31, 2023, we incurred a

net loss of $3,384,380, primarily due to software research and development expenses of $513,088, marketing expenses of $855,270,

professional and consulting expenses of $727,554, and general and administrative expenses of $395,624.

For the year ended December

31, 2022, we incurred a net loss of $1,504,681, primarily due to software research and development expenses of $567,408, marketing

expenses of $224,088, and general and administrative expenses of $418,940.

accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States

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Company is a software and services company that relies primarily on equity funding for its operations.

The Company generated its first

revenues during December 2021.

As of December 31, 2022 and 2021, the Company had a cash balance of $1,155,343 and $424,445, respectively.

The Company used $1,083,960 and $813,211 in cash for operating activities during years ending December 31, 2022 and 2021, respectively.

The Company expects that it will need to raise additional funding and manage expenses in order to continue as a going concern.

No assurances

can be given that it will be able to raise funds on acceptable terms or at all.

The Company generated its

first revenues during December 2021.

As of December 31, 2023 and 2022, the Company had a cash balance of $259,212 and $1,155,343,

respectively.

The Company used $2,326,523 and $1,083,960 in cash for operating activities during the years ending December 31, 2023

and 2022, respectively.

The Company expects that it will need to raise additional funding and manage expenses in order to continue

as a going concern.

No assurances can be given that it will be able to raise funds on acceptable terms or at all.

OF OPERATIONS

6 unchanged sentences

$ (3,324,180 )

$ (1,504,681 )

$ (1,819,499 )

Company generated revenues of $2,048 and $2,421 for the years ended December 31, 2023 and 2022, respectively, a decrease of $373.

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

which caused revenue to remain materially the same despite a significant increase in advertiser activity during fiscal year 2022.

the years ended December 31, 2022 and 2021, the Company incurred operating expenses of $1,213,035 and $842,215, respectively, an increase

The increase in operating expenses was caused by costs of revenues increasing by $439 from $0 during the year ended December

31, 2021 to $439 during the year ended December 31, 2022, marketing expenses increasing $202,831 from $21,257 during the year ended December

31, 2021 to $224,088 during the year ended December 31, 2022, general and administrative expenses increasing $316,242 from $102,698 during

the year ended December 31, 2021 to $418,940 during the year ended December 31, 2022, depreciation expenses increasing

$424 from $1,736 during the year ended December 31, 2021 to $2,160 during the year ended December 31, 2022, offset by a decrease

in software research development expenses of $149,116 from $716,524 during the year ended December 31, 2021 to $567,408 during the year

ended December 31, 2022.

The decline in software research and development expenses is attributable to the Company focusing on gaining adoption, while the increases in the remaining operating expenses was caused by the Company expanding operations in fiscal year

2022 to accelerate the platform’s growth.

the years ended December 31, 2023 and 2022, the Company incurred operating expenses of $2,521,078 and $1,213,035, respectively, an

increase of $1,308,043.

The increase in operating expenses was caused by costs of revenues decreasing by $295 from $439 during the

year ended December 31, 2022 to $144 during the year ended December 31, 2023, marketing expenses increasing $631,182 from $224,088

during the year ended December 31, 2022 to $855,270 during the year ended December 31, 2023, general and administrative expenses

decreasing $23,316 from $418,940 during the year ended December 31, 2022 to $395,624 during the year ended December 31, 2023,

depreciation and amortization expenses increasing $27,238 from $2,160 during the year ended December 31, 2022 to $29,398 during the

year ended December 31, 2023, an increase in professional and consulting of $727,554 from $0 during the year ended December 31, 2022

to $727,554 during the year ended December 31, 2023, offset in part by a decrease in software research development expenses of

$54,320 from $567,408 during the year ended December 31, 2022 to $513,088 during the year ended December 31, 2023.

Loss from operations

Company realized a net loss from operations of $1,210,614 and $839,769 for the years ended December 31, 2022 and 2021, respectively, an

increase of $370,845 for the reasons stated above.

the years ended December 31, 2022 and 2021, the Company had $11,151 and $17,486 in interest expense, respectively, related to debt notes.

Loss applicable to common shareholders

Company realized a net loss applicable to shareholders of $1,221,765 and $857,255 for the years ended December 31, 2022 and 2021, respectively,

Company realized a net loss from operations of $2,519,030 and $1,210,614 for the years ended December 31, 2023 and 2022, respectively,

an increase of $1,308,416 for the reasons stated above.

the years ended December 31, 2023 and 2022, the Company had $73,498 and $25,865 in interest expense primarily related to liquidated damages

and debt notes, respectively.

For the years ended December 31, 2023 and 2022, the Company had a liquidated damages expense of $731,652

and $268,202, respectively.

Loss applicable to common shareholders

Company realized a net loss applicable to shareholders of $3,324,180, and $1,504,681 for the years ended December 31, 2023 and 2022,

respectively, an increase of $1,819,499 for the reasons stated above.

and capital resources

4 unchanged sentences

Company used net cash in operations of $2,326,523 and $1,083,960 for the years ending December 31, 2023 and 2022, respectively.

cash used in investing activities for years ending December 31, 2022 and 2021 was $0 and $6,449, respectively, used to purchase computer equipment.

cash provided by financing activities was $1,814,858 for the year ended December 31, 2022, comprised of proceeds from the sale of

common and preferred stock of approximately $737,000 and $1,260,000, respectively, offset by costs incurred for equity sales of

$149,137 and subscriptions receivable of $33,000.

Net cash provided by financing activities was $1,042,788 net of offering costs of $106,713 for the year ended December

cash used in investing activities for years ending December 31, 2023 and 2022 was $176,499 and $0, respectively, used to purchase computer

cash provided by financing activities was $1,606,891 net of offering costs of $17,601 for the year ended December 31, 2023 comprised

of $33,000 from subscription receivable and $1,591,492 from the sale of common stock .Net cash provided by financing activities was $1,814,858

for the year ended December 31, 2022, comprised of proceeds from the sale of common and preferred stock of approximately $737,000 and

$1,260,000, respectively, offset by costs incurred for equity sales of $149,137 and subscriptions receivable of $33,000.

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

4 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-K

Item 7. Management’s Discussion and Analysis