What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-08-12 compared with 2024-05-14 · 120 added, 148 removed, 183 unchanged (59% of the section changed)

47 unchanged sentences

cannot guarantee future results or performance.

Media Corporation (“Thumzup” or “Company”) was incorporated on October 27, 2020, under the laws of the State

of Nevada, and its headquarters is located in Los Angeles.

The Company’s primary business is software as a service provider dedicated

to connecting businesses with consumers and allowing the business to incentivize consumers to post about their experience on social media.

Thumzup mission is to democratize social media marketing by connecting advertisers with non-professional people, who can be paid for

their posts about products and services they love through its technology which utilizes a proprietary mobile app (“App”).

The App generates scalable word-of-mouth product posts and recommendations for advertisers on social media and is designed to connect

advertisers with individuals who are willing to promote their products online.

Thumzup App enables users to select a brand they want to post about on social media.

Once the Thumzup user selects the brand and takes

a photo (using the App), the App will post the photo and a caption to the user’s social media account(s).

As of the date of this

filing, Instagram is the Company’s initial social media platform that is being used, due to its wide acceptance and its great functionality

using photographs.

The Company expects to add other social media platforms in the future.

For the advertiser, the Thumzup system enables

brands to get real people to promote products to their friends, rather than displaying banner ads that consumers now mostly ignore, or

contracting with expensive professional influencers.

The Company has recorded nominal revenues during the first three months of 2024

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.

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

For the three months

ended March 31, 2024 and 2023, we incurred $330,712 and $911,237 in net losses due primarily to software research and development expenses

along with general and administrative expenses in both periods.

used herein, “we,” “us,” “our,” the “Company,” “Thumzup®,” means Thumzup®

Media Corporation unless otherwise indicated.

Thumzup® operates in a single business segment which is social media marketing.

has a mobile iPhone and Android application called “Thumzup®” that connects brands and people who use and love these

For the advertiser, Thumzup® incentivizes ordinary people to become paid content creators and post authentic valuable posts

on social 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.

to list our common stock on the Nasdaq under the symbol “TZUP”.

This offering will not be consummated until we have received

Nasdaq approval of our application.

There is currently very limited trading of our Common Stock,

and an active trading market may never develop.

Products and Services

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We feel this demonstrates a significant need among advertisers for new methods of messaging to potential customers.

Thumzup’s ability to scale brand messages from the general population on social media could be part of addressing this substantial

need in the market.

We believe Thumzup’s

ability to scale brand messages from the general population on social media could be part of addressing this substantial need in the

recent Nielsen report found 81% of consumers believe friends and family are the most reliable sources of information about products(2).

According to a Emplifi article, 64% of millennials recommend a product at least once a month (3), and according to a

2019 Morning Consult survey, 86% of Gen Z and millennials would post content for monetary compensation (4).

Further, according

to a 2020 IZEA Insights Study, 67% of social media consumers aspire to be paid social media influencers (5).

According to a

2023 Bankrate, 48% of social media users have impulsively purchased a product seen on social media (6).

Lastly, 85% of Gen

Z says social media impacts purchase decisions according to a 2023 Retail Dive Survey (7).

According to a Emplifi article, 64% of millennials recommend a product at least once a month(3), and according to a 2019 Morning Consult

survey, 86% of Gen Z and millennials would post content for monetary compensation(4).

Further, according to a 2020 IZEA Insights Study,

67% of social media consumers aspire to be paid social media influencers(5).

According to a 2023 Bankrate, 48% of social media users

have impulsively purchased a product seen on social media(6).

Lastly, 85% of Gen Z says social media impacts purchase decisions according

to a 2023 Retail Dive Survey(7).

average American adult spent 7 hours and 58 minutes per day using digital media in 2020 according to a 2020 eMarketer Report(8).

The amount of daily usage has increased significantly since 2019, again according to an eMarketer Report (8), 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.

amount of daily usage has increased significantly since 2019, again according to an eMarketer Report(8), and the Company believes such

usage will continue to accelerate.

The Company empowers businesses that want to interact with these Creators and provides tools and data

so they can increase consumer awareness and expand their customer bases.

the past decade, social media platforms like Instagram, Facebook, Twitter, Pinterest, and TikTok have achieved mass worldwide consumer

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https://www.emarketer.com/content/us-time-spent-with-media-2021-update

Industry – Social Media Marketing and 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.” More than 75% of brands have a dedicated budget for influencer marketing according to a 2022 Harvard Business Review

As social media influencers become more plentiful and proven, advertising spending has increased in this space.

According to Allied Research, the influencer marketing market generated $16.5 billion in 2022 and is estimated to reach $199.6 billion

by 2032, exhibiting a CAGR of 28.6% from 2023 to 2032 (10).

While influencer marketing is new, it is here to stay.

Business Review did a study to prove this and stated, “the strategy can in fact yield positive ROI (9).

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

Some of these

platforms have expanded to accommodate “micro-influencers”, which are widely considered as individuals with 5,000 to 30,000

social media followers.

In the Company’s opinion, none of these influencer platforms have entered the public consciousness and

found mass adoption.

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.

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 services.

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.

https://hbr.org/2022/11/does-influencer-marketing-really-pay-off

https://www.prnewswire.com/news-releases/influencer-marketing-market-to-reach-199-6-billion-globally-by-2032-at-28-6-cagr-allied-market-research-301987451.html

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 the general public (everyday people) who are not professional influencers to promote their products and services to their friends,

rather than display ads which marketers realize are less effective.

the Thumzup® App, the Company is targeting and signing up the general public 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 owns the copyrights to the source code for the Thumzup® App on the iPhone iOS and Android operating mobile operating systems

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that administrates the Thumzup® App, tracks payments and advertising campaigns.

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

Thumzup® thumb logo is a registered trademark owned by

Thumzup® Media Corporation, Reg.

6,842,424, registered Sep.

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

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

Meta Platforms, Inc.

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 thumb.

Meta Platforms,

(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.

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.

purchase an ad campaign on the Thumzup® advertiser dashboard website.

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Metrics as of May 10, 2024

has had paid out on 20,120 approved posts to 1,171 Thumzup users regarding 294 advertisers.

advertisers have grown by a 149% CAGR over the last year.

the last year, the reach of the last 15,476 posts was 24,326,153 followers.

has paid out on 19,182 approved posts to 1,127 Thumzup users regarding 223 advertisers since inception.

advertisers have grown by a 148% CAGR since May 10, 2023.

May 10, 2023, the reach of the last 15,605 posts was 25,784,957 followers.

Many of these campaigns were promotional campaigns but at

list price this would have been $0.006 per reach, which is below many citations for other leading social media advertising costs.

average number of followers over the last year has been 1,624.

We find that even though we are targeting the general public, in aggregate

a Thumzup campaign captures 1,624 followers.

So, a Thumzup campaign combines the high trust factor of the general public with.

less followers

and also draws in some professional influencers who post because they like the product at a lower cost per post than if they were hired

as an influencer.

average number of followers for an individual Thumzup user since May 10, 2023 has been about 1,600.

Many users with tens of thousands

of followers posted about our advertisers, including one with more than 600,000 followers.

We find that even though we are targeting

the general public, in aggregate a Thumzup campaign can reach an average of more than 1,600 followers per post.

So, a Thumzup campaign

combines the high trust factor of the general public with less followers and also draws in some professional influencers who post because

they like the product at a lower cost per post than if they were hired as an influencer.

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

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30, 2024 and December 31, 2023, the Company had cash balances of $398,450 and $1,155,343, respectively.

For the three months ended March

For the six months ended June

30, 2024 and 2023, the Company used $675,323 and $1,352,253 in operating activities, respectively.

The Company has an accumulated deficit

at March 31, 2024 and December 31, 2023 of $6,022,516 and $2,367,623 respectively, and the Company may need to raise additional funding

at June 30, 2024 and December 31, 2023 of $6,573,235 and $5,691,803 respectively, and the Company may need to raise additional funding

in order to continue as a going concern.

OF OPERATIONS

MONTHS ENDED MARCH 31, 2024 AND 2023

following table sets forth certain selected unaudited statement of operations data for the three months ended March 31, 2024 and 2023.

MONTHS ENDED JUNE 30, 2024 AND 2023

following table sets forth certain selected unaudited condensed statements of operations data for the three months ended June 30, 2024

For the Three Months ended

March 31, 2024

March 31, 2023

June 30, 2024

June 30, 2023

Operating Expenses

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Net Income (Loss) Available to Common Stockholders

Company generated revenues of $405 and $1,770 for the three months ended March 31, 2024 and 2023, respectively, a decrease of $1,365.

Company generated revenues of $30 and $580 for the six months ended June 30, 2024 and 2023, respectively, a decrease of $550.

has prioritized expanding its footprint of listed businesses before focusing on converting them to paying clients.

the six months ended June 30, 2024 and 2023, the Company incurred operating expenses of $529,091 and $708,853, respectively, a decrease

The decrease in operating expenses was caused by:

marketing expenses decreasing $156,283 from $252,957 during the three

months ended June 30, 2023 to $96,674 during the same period in 2024, general and administrative expenses increasing $101,726 from $258,101

during the three months ended June 30, 2023 to $359,827 during the same period in 2024, depreciation and amortization expenses increasing

$17,235 from $5,690 during the three months ended June 30, 2023 to $22,925 during the same period in 2024, offset by a decrease in software

research development expenses of $142,440 from $192,105 during the three months ended June 30, 2023 to $49,665 during the same period

The decrease in operating expenses is a result of the Company better managing its overhead and cashflows.

Loss from operations

Company realized a net loss from operations of $529,061 and $708,273 for the three months ended June 30, 2024 and 2023, respectively,

an decrease of $179,212 for the reasons stated above.

the three months ended June 30, 2024 and 2023, the Company had $0 and $(190,806) in liquidated damages expense, respectively.

three months ended June 30, 2024 and 2023, the Company had $1,288 and $(22,856) in interest income and expense, respectively, primarily

related to interest on the liquidated damages in 2023.

Loss available to common shareholders

Company realized a net loss available to common shareholders of $550,717 and $924,430 for the three months ended June 30, 2024 and 2023,

respectively, a decrease of $373,713 for the reasons stated above.

MONTHS ENDED JUNE 30, 2024 AND 2023

following table sets forth certain selected unaudited condensed statements of operations data for the six months ended June 30, 2024

For the Six Months ended

June 30, 2024

June 30, 2023

Operating Expenses

Loss from Operations

Other Income (Expense)

Net Income (Loss) Available to Common Stockholders

$ (1,835,667 )

Company generated revenues of $435 and $2,350 for the three months ended June 30, 2024 and 2023, respectively, a decrease of $1,915.

The Company has prioritized expanding its footprint of listed businesses before focusing on converting them to paying clients.

the three months ended March 31, 2024 and 2023, the Company incurred operating expenses of $328,352 and $722,075, respectively, a decrease

the three months ended June 30, 2024 and 2023, the Company incurred operating expenses of $857,445 and $1,430,928, respectively, a decrease

The decrease in operating expenses was caused by:

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

ended March 31, 2023 to $0 during the same period in 2024, marketing expenses decreasing $216,952 from $268,717 during the three months

ended March 31, 2023 to $51,765 during the same period in 2024, general and administrative expenses decreasing $103,028 from $324,954

during the three months ended March 31, 2023 to $221,926 during the same period in 2024, depreciation and amortization expenses increasing

$14,831 from $2,407 during the three months ended March 31, 2023 to $17,238 during the same period in 2024, offset by a decrease in software

research development expenses of $88,458 from $125,881 during the three months ended March 31, 2023 to $37,423 during the same period

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

June 30, 2023 to $0 during the same period in 2024, marketing expenses decreasing $373,234 from $521,674 during the six months ended

June 30, 2023 to $148,440 during the same period in 2024, general and administrative expenses decreasing $1,300 from $583,055 during

the six months ended June 30, 2023 to $581,755 during the same period in 2024, depreciation and amortization expenses increasing $32,066

from $8,097 during the six months ended June 30, 2023 to $40,163 during the same period in 2024, offset by a decrease in software research

development expenses of $230,899 from $317,986 during the six months ended June 30, 2023 to $87,087 during the same period in 2024.

decrease in operating expenses is a result of the Company better managing its overhead and cashflows.

Loss from operations

Company realized a net loss from operations of $327,947 and $720,305 for the three months ended March 31, 2024 and 2023, respectively,

Company realized a net loss from operations of $857,010 and $1,428,578 for the six months ended June 30, 2024 and 2023, respectively,

an decrease of $571,568 for the reasons stated above.

the three months ended March 31, 2024 and 2023, the Company had $0 and $176,117 in liquidated damages expense, respectively.

three months ended March 31, 2024 and 2023, the Company had $2,765 and $12,368 in interest expense, respectively, primarily related to

liquidated damages in 2023.

the six months ended June 30, 2024 and 2023, the Company had $0 and $366,923 in liquidated damages expense, respectively.

months ended June 30, 2024 and 2023, the Company had $1,288 and $35,224 in interest income and expense, respectively, primarily related

to interest on the liquidated damages in 2023.

Loss available to common shareholders

Company realized a net loss available to common shareholders of $330,712 and $911,237 for the three months ended March 31, 2024 and 2023,

Company realized a net loss available to common shareholders of $881,432 and $1,835,667 for the six months ended June 30, 2024 and 2023,

respectively, a decrease of $954,235 for the reasons stated above.

and capital resources

of March 31, 2024 and December 31, 2023, the Company had cash in the amount of $225,673 and $259,212, respectively.

As of March 31, 2024

of June 30, 2024 and December 31, 2023, the Company had cash in the amount of $398,450 and $259,212, respectively.

As of June 30, 2024

and December 31, 2023, the Company had stockholders’ equity of $619,202 and $349,327, respectively.

Company’s accumulated deficit was $6,022,516 and $5,691,803 as of March 31, 2024 and December 31, 2023, respectively.

Company used net cash in operations of $322,857 and $607,725 for the three months ended March 31, 2024 and 2023, respectively.

cash used in investing activities for three months ending March 31, 2024 and 2023 was $60,900 and $52,288, respectively, for capitalized

development costs.

cash provided by financing activities was $350,217 for the three months ended March 31, 2024, comprised of $190,000 from the sale of

preferred stock and $161,846 from the sale of common stock ,

net offering expenses of $1,789.

Net 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.

Company’s accumulated deficit was $6,573,235 and $5,691,803 as of June 30, 2024 and December 31, 2023, respectively.

Company used net cash in operations of $675,323 and $1,352,253 for six three months ended June 30, 2024 and 2023, respectively.

cash used in investing activities for six months ending June 30, 2024 and 2023 was $126,665 and $73,138, respectively.

the six months ended June 30, 2024, there were $126,665 in capitalized development costs and $0used for the purchase of equipment.

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 $941,226 for the six months ended June 30, 2024, comprised of $805,000 from the sale of preferred

stock – Series B and $161,226 from the sale of common stock ,

net offering expenses of $25,000 related to the preferred stock – Series B.

Net 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 of $6,417.

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