What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-11-14 compared with 2024-08-12 · 183 added, 83 removed, 220 unchanged (55% of the section changed)

82 unchanged sentences

to connect advertisers with individuals who are willing to tell their friends about the advertisers’ products online and offline.

May of 2024, Thumzup has expanded its AdTech platform to include Hollywood and Beverly Grove, significantly broadening its influence

across Greater Los Angeles.

This expansion is designed to revolutionize how local businesses engage with potential and current customers

through enhanced social media interaction.

Media Marketing Software Technology

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

Advisory Board Member

has expanded its Advisory Board with the appointment of Jon Bond, co-founder of Kirshenbaum Bond & Partners.

Known for his work in

innovative marketing strategies, Jon brings a wealth of expertise and a track record to the Thumzup® team.

His extensive background

in guerrilla marketing and digital advertising will be crucial as Thumzup® continues to grow its platform.

Jon will play a key role

in guiding strategic marketing initiatives and leveraging emerging advertising technologies to further Thumzup®’s market position.

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.

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.

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.

Meta Platforms, Inc.

(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

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

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recommend products and services to their network of friends on social media, many of whom may also be affluent.

Metrics as of May 10, 2024

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 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.

Key Metrics as of November 8, 2024

Thumzup has paid out on 25,996 approved posts to 1,472 Thumzup users regarding

559 advertisers since inception.

Thumzup advertisers have grown by a 209% CAGR since November 8, 2023.

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 $110,246 and $259,212, respectively.

For the six months ended June

For the nine months ended September

30, 2024 and 2023, the Company used $1,053,175 and $ 1,911,767 in operating activities, respectively.

The Company has an accumulated deficit

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.

The Company has an accumulated deficit at September 30, 2024 and December 31, 2023 of $7,038,071 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 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

MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

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

2024 and 2023.

For the Three Months ended

June 30, 2024

June 30, 2023

September 30,

Operating Expenses

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Net Income (Loss) Available to Common Stockholders

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

$ (1,113,781 )

Company generated revenues of $150 and $72 for the three months ended September 30, 2024 and 2023, respectively, an increase of $78.

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

the three months ended September 30, 2024 and 2023, the Company incurred operating expenses of $442,847 and $718,517, respectively, a

decrease of $275,670.

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.

marketing expenses decreasing $131,603 from $228,685 during the

three months ended September 30, 2023 to $97,082 during the same period in 2024, general and administrative expenses decreasing $52,785

from $321,352 during the three months ended September 30, 2023 to $268,567 during the same period in 2024, depreciation and amortization

expenses increasing $18,786 from $8,560 during the three months ended September 30, 2023 to $27,346 during the same period in 2024, offset

by a decrease in software research development expenses of $110,068 from $159,920 during the three months ended September 30, 2023 to

$49,852 during the same period in 2024.

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

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,

Company realized a net loss from operations of $442,697 and $718,445 for the three months ended September 30, 2024 and 2023, respectively,

an decrease of $275,748 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.

the three months ended September 30, 2024 and 2023, the Company had $0 and $(364,729) in liquidated damages expense, respectively.

the three months ended September 30, 2024 and 2023, the Company had $859 and $(27,937) 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

Company realized a net loss available to common shareholders of $464,837 and $1,113,781 for the three months ended September 30, 2024

and 2023, respectively, a decrease of $648,944 for the reasons stated above.

MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

following table sets forth certain selected unaudited condensed statements of operations data for the nine months ended September 30,

2024 and 2023.

For the Nine Months ended

September 30,

Operating Expenses

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$ (1,346,269 )

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

$ (2,949,450 )

Company generated revenues of $585 and $2,422 for the nine months ended September 30, 2024 and 2023, respectively, a decrease of $1,837.

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

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 nine months ended September 30, 2024 and 2023, the Company incurred operating expenses of $1,300,292 and $2,149,445, respectively,

a decrease of $849,153.

The decrease in operating expenses was caused by:

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.

costs of revenues decreasing by $116 from $116 during the nine

months ended September 30, 2023 to $0 during the same period in 2024, marketing expenses decreasing $504,837 from $750,359 during the

nine months ended September 30, 2023 to $245,522 during the same period in 2024, general and administrative expenses decreasing $54,084

from $904,406 during the nine months ended September 30, 2023 to $850,322 during the same period in 2024, depreciation and amortization

expenses increasing $50,852 from $16,657 during the nine months ended September 30, 2023 to $67,509 during the same period in 2024, offset

by a decrease in software research development expenses of $340,967 from $477,906 during the nine months ended September 30, 2023 to

$136,939 during the same period in 2024.

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

Loss from operations

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,

Company realized a net loss from operations of $1,299,707 and $2,147,023 for the nine months ended September 30, 2024 and 2023, respectively,

an decrease of $847,316 for the reasons stated above.

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.

the nine months ended September 30, 2024 and 2023, the Company had $0 and $ 731,652 in liquidated damages expense, respectively.

nine months ended September 30, 2024 and 2023, the Company had $2,147 and $63,161 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 $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.

Company realized a net loss available to common shareholders of $1,346,269 and $2,949,450 for the nine months ended September 30, 2024

and 2023, respectively, a decrease of $1,603,181 for the reasons stated above.

and capital resources

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

of September 30, 2024 and December 31, 2023, the Company had cash in the amount of $110,246 and $259,212, respectively.

As of September

30, 2024 and December 31, 2023, the Company had stockholders’ equity of $187,964 and $349,327, respectively.

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.

Company’s accumulated deficit was $7,038,071 and $5,691,803 as of September 30, 2024 and December 31, 2023, respectively.

Company used net cash in operations of $1,053,175 and $ 1,911,767 for nine months ended September

30, 2024 and 2023, respectively.

cash used in investing activities for nine months ending September 30, 2024 and 2023 was $177,017 and $ 114,640 ,

respectively.

During the nine months ended September 30, 2024, there were $175,770 in capitalized

development costs and $1,247 used for the purchase of equipment.

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 $1,081,228 for the nine months ended September 30, 2024, comprised of $140,000 from the issuance

of non-convertible notes, $805,000 from the sale of preferred stock – Series B, less offering costs of $25,000 and $161,228

net proceeds from the sale of common stock.

Net cash provided by financing activities was

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.

$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.

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

might have on its operations in the future.

Cybersecurity

Management and Strategy

recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information

systems and protect the confidentiality, integrity, and availability of our data.

Material Risks & Integrated Overall Risk Management

have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture

of cybersecurity risk management.

This integration ensures that cybersecurity considerations are an integral part of our decision-making

processes at every level.

Our management team continuously evaluates and addresses cybersecurity risks in alignment with our business

objectives and operational needs.

Third-party Risk

we are aware of the risks associated with third-party service providers, we have implemented stringent processes to oversee and manage

We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring

to ensure compliance with our cybersecurity standards.

The monitoring includes annual assessments of the SOC reports of our providers

and implementing complementary controls.

This approach is designed to mitigate risks related to data breaches or other security incidents

originating from third parties.

from Cybersecurity Threats

have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.

Company has entered into several material agreements during the most recent fiscal quarter.

References in this section to any of our

contracts or other documents are not necessarily complete, and each such reference is qualified in all respects by reference to the full

text of such contract or other document filed as an exhibit to the relevant Current Report on Form 8-K.

into Underwriting Agreement

October 28, 2024, Thumzup Media Corporation (the “Company”), entered into an underwriting agreement (the “Underwriting

Agreement”) with Dawson James Securities, Inc., as representative (the “Representative”) of the underwriters named

therein (the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters, in a firm commitment public

offering (the “Offering”), an aggregate of 1,425,000 of the Company’s common stock, par value $0.001 per share (the

“Common Stock”), at a public offering price of $5.00 per share.

The Common Stock was offered pursuant to a registration statement

on Form S-1, as amended (File No.

333-279828), originally filed with the U.S.

Securities and Exchange Commission (the “Commission”)

on May 30, 2024, as amended, and which was declared effective by the Commission on October 28, 2024.

Underwriting Agreement contains customary representations and warranties that the parties thereto made to, and solely for the benefit

of, the other party in the context of all of the terms and conditions of that Underwriting Agreement and in the context of the specific

relationship between the parties.

The provisions of the Underwriting Agreement and schedules and exhibits thereto, including the representations

and warranties contained therein respectively, are not for the benefit of any party other than the parties to such documents and agreements

and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the

parties to those documents and agreements.

Rather, investors and the public should look to other disclosures contained in the Company’s

filings with the Commission.

October 30, 2024, the Company closed the Offering.

The total gross proceeds to the Company from the Offering, not including the exercise

of the underwriter’s over-allotment option, and before deducting discounts and expenses, were approximately $7,125,000.

prospectus relating to this Offering was filed with the Commission on October 30, 2024.

The Common Stock was previously approved for

listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “TZUP” on October 29, 2024.

foregoing summary of the terms of the Underwriting Agreement is subject to, and qualified in its entirety by reference to a copy of the

Underwriting Agreement that is filed as Exhibit 1.1 to the relevant Current Report on Form 8-K.

of Stock Options

October 30, 2024, Thumzup issued Stock Option Agreements under its 2024 Equity Incentive Plan to nine non-executive and non-director

employees and contractors (“Stock Option Agreements”).

The Stock Option Agreements are for an aggregate of 155,000 option

shares and have a $5.47 strike price (“Option Shares”).

The Stock Option Agreements vest in four equal tranches, each consisting

of 25% of the Option Shares, on the first day of each of January in 2025, 2026, 2027, and 2028.

Steele, Executive Employment Agreement

May 30, 2024, the Company and Mr.

Steele entered into an Executive Employment Agreement, which, among other things, employs Mr.

as the Chief Executive Officer of the Company.

Effective upon the listing of the Company’s common stock on a national stock exchange,

Steele will be paid a salary of $168,000 in periodic installments in accordance with the Company’s customary payroll practices

and applicable wage payment and withholdings laws and requirements.

Additionally, the Executive’s Base Salary will increase from

$168,000 to $250,000, effective upon the Company’s achievement of $100,000 net monthly ad revenue from Thumzup advertisers for

paid posters for twelve consecutive months, (ii) the Executive’s Base Salary will increase to $350,000 upon the Company achieving

$250,000 in net monthly ad revenue from Thumzup advertisers for paid posters for twelve consecutive months, and (iii) effective upon

the Company’s receipt of an aggregate of $800,000 in net monthly ad revenue from Thumzup advertisers for paid posters for twelve

consecutive months, the Base Salary will increase to $500,000.

The Company shall pay Executive a past performance bonus of $50,000 within

5 days of up-listing to a national stock exchange (i.e., Nasdaq), provided that Executive is employed by the Company at the time of the

Dietrich, Executive Employment Agreement

May 30, 2024, the Company and Mr.

Dietrich entered into an Executive Employment Agreement, which, among other things, employes Mr.

as the Chief Financial Officer of the Company effective upon the listing of the Company’s common stock on a national stock exchange.

Dietrich will be paid a salary of $168,000 in periodic installments in accordance with the Company’s customary payroll practices

and applicable wage payment and withholdings laws and requirements.

Additionally, the Executive’s Base Salary will increase from

$168,000 to $250,000, effective upon the Company’s achievement of $100,000 net monthly ad revenue from Thumzup advertisers for

paid posters for twelve consecutive months, (ii) the Executive’s Base Salary will increase to $250,000 upon the Company achieving

$250,000 in net monthly ad revenue from Thumzup advertisers for paid posters for twelve consecutive months, and (iii) effective upon

the Company’s receipt of an aggregate of $800,000 in net monthly ad revenue from Thumzup advertisers for paid posters for twelve

consecutive months, the Base Salary will increase to $350,000.

The Company shall pay Executive a past performance bonus of $25,000 within

5 days of up-listing to a national stock exchange (i.e., Nasdaq), provided that Executive is employed by the Company at the time of the

Quantitative and Qualitative Disclosures about Market Risk

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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-Q

Item 2. Management’s Discussion and Analysis