What changed in this filing

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Item 1. Business

2025-03-11 compared with 2024-03-20 · 191 added, 131 removed, 106 unchanged (75% of the section changed)

28 unchanged sentences

Products and Services

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.

Company operates in a single business segment which is social media marketing and advertising.

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

ordinary people to become paid content Creators and post authentic valuable posts on social media about the Advertiser and its products.

Company seeks to capitalize on nationwide-wide gig economy and business democratization trends.

Immense value and opportunity have been

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.

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 marketing and 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.

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

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 .

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.

In 2023, $148 billion was spent on digital display ads in the United States

and while 43% of marketers consider display ads to be the least effective channel, 84% of marketers were still investing in them (1).

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.

https://meetanshi.com/blog/display-advertising-statistics/)

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).

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.

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 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 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

will be able to achieve these results.

Industry—Online Advertising

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.

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 reason, Thumzup recently announced its integration with X and TikTok into its proprietary platform (9).

launch on X Corp signifies a quantum leap in Thumzup’s mission to revolutionize advertising.

By merging Thumzup’s innovative

tools with X’s massive audience, the Company believes they can deliver strong opportunities for brands to scale their visibility

and engagement at new levels.

over 1.5 billion monthly active users, TikTok’s explosive engagement metrics position it as a premier venue for impactful brand

visibility and customer connection.

These statistics illustrate TikTok’s effectiveness in brand discovery and user action, with

61% of users reporting discovering new brands and products, and 92% taking action such as sharing, commenting, following, or liking content.

Once implemented, Thumzup’s integration with TikTok is poised to significantly broaden its addressable market, leveraging TikTok’s

unparalleled reach and engagement to drive enhanced advertiser access (10), .

Additionally,

Thumzup announced the beta launch of its highly anticipated video capabilities, including integration

with Instagram Reels 11), .

The addition of the Company’s new video posting

feature provides users with multiple ways to engage and share content, building upon its successful track record with single-photo posts.

Company is an early-stage entity building a new real-time platform which enables Advertisers to pay their customers and fans cash for

their positive social media posts about their products and services, which in turn supports those people who earn money from various

gig economy opportunities.

The Company believes that acceptance of its App and subsequent revenue growth can be driven by empowering

everyday people to make money by posting about brands and services that they already find enjoyable and attractive on social media.

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.

No assurance can be given that the Company will be able to achieve these results.

https://www.nielsen.com/news-center/2015/still-recommended-by-friends-and-relatives-the-most-

authentic-advertising-according-to-consumers-the-most-trusted-on-brand-websites/

https://emplifi.io/resources/blog/the-user-generated-content-stats-you-need-to-know?utm_source=pixlee.com

https://morningconsult.com/wp-content/uploads/2019/11/The-Influencer-Report-Engaging-Gen-Z-and-Millennials.pdf

https://www.cnn.com/business/newsfeeds/globenewswire/7812666.html

https://www.bankrate.com/personal-finance/social-media-survey/

https://www.retaildive.com/news/generation-z-social-media-influence-shopping-behavior-purchases-tiktok-

instagram/652576/

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

https://www.businesswire.com/news/home/20241205736116/en/Thumzup-Plans-Integration-of-Proprietary-Advertising-Platform-with-TikTok-to-Significantly-Expand-Potential-Social-Media-Market-Reach

https://www.businesswire.com/news/home/20241211121196/en/Thumzup-Launches-on-X-Corp-Transforming-Social-Media-Advertising-Potential-with-Access-to-Over-535M-Active-Users

https://www.globenewswire.com/news-release/2024/11/12/2979217/0/en/Thumzup-Launches-Video-Capabilities-and-Integration-with-Instagram-Reels.html

https://www.globenewswire.com/news-release/2024/11/22/2986012/0/en/Thumzup-Achieves-202-Growth-in-Advertisers-on-Proprietary-Technology-Platform-Through-October-2024.html

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.

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.

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).

Influencer marketing is new but it is here to stay, Harvard 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” - people with 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

of National Advertisers survey.

A recent Nielsen report found more than 80% of consumers believe friends and family are the most reliable

sources of information about products.

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 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 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 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 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

as used on the majority of mobile phone and tablet devices.

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.

The Company also owns the 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,

6,842,424, registered Sep.

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

90642789 with the

Patent and Trademark Office (“USPTO”) for the word mark THUMZUP, which was granted registration on June 21, 2022, resulting

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, Inc.

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

(which owns and operates Facebook and Instagram) initially filed

opposition to the logo on June 30, 2022.

Thumzup® agreed to not use the logo as a reaction to a post and Meta Platforms, Inc.

subsequently withdrew their opposition on August

5, 2022, and it was dismissed without prejudice.

purchase a campaign on the Thumzup® website.

Once the advertiser approves a post for payment, the platform facilitates the payment

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 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.

withdrew their opposition on August 5, 2022 and it was dismissed without prejudice.

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

Once the Advertiser approves a post for payment, the platform

facilitates the payment to Creators’ a monetary amount per screened post which may range from $1.00 to $1,000.00.

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.

past year, Thumzup announced it will soon offer payments in Bitcoin to its gig economy workforce

through its recently launched Account Specialist Program (ASP) (1).

reflects Thumzup’s commitment to innovative compensation solutions and its recognition of the growing demand for cryptocurrency

payments among gig workers.

Furthermore, the Company’s Board of Directors approved the purchase of up to $1 million in Bitcoin (2).

Thumzup® App can also facilitate digital word of mouth recommendations of products and services from people who do not need to make

extra money doing gigs, who are in fact quite affluent.

The Company believes that many people who are well off may also use the App to

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

https://www.globenewswire.com/news-release/2024/11/19/2983475/0/en/Thumzup-to-Use-Bitcoin-for-Payments-to-Gig-Economy-Workers.html

https://www.globenewswire.com/news-release/2024/11/15/2981922/0/en/Thumzup-Board-of-Directors-Approves-Bitcoin-as-Treasury-Reserve-Asset.html

Metrics as of March 4, 2025

has paid out on 28,082 approved posts to 1,592 Thumzup users regarding 746 advertisers since inception.

advertisers have grown by a 238% CAGR since March 4, 2024.

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

9 unchanged sentences

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 for the current fiscal year and any other material future period.

competitive position of the Company and its subsidiaries, 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,

11 unchanged sentences

Nevertheless,

the influencer marketing industry segments are rapidly evolving and competitive and the Company expects competition to intensify in the

future with the emergence of new technologies and market entrants.

the influencer marketing industry segments are rapidly evolving and competitive, and the Company expects competition to intensify in

the future with the emergence of new technologies and market entrants.

The Company’s competitors may enjoy competitive advantages,

18 unchanged sentences

Company’s reputation and brand strength relative to its competitors.

in the market that Thumzup® solves

Magazine, in 2019, JetBlue Airways did a promotion where it offered free travel to people in exchange for posting about JetBlue

on social media.

The promotion was deemed not to be a success because many of the people reportedly deleted the posts after claiming

JetBlue had no platform for tracking the influencers and holding them accountable.

The Thumzup® Platform allows Advertisers

to limit and or cap their advertising spend, as well as allowing the Advertiser to approve individual posts prior to the Creator being

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.

All of these software developers

are third-party contractors and are located outside the United States.

of March 1, 2025, The Company has nine (9) full-time employees, as well as eighteen (18) marketing, sales, and operations independent

The Company also utilizes the services of approximately eight (8) contract software developers.

Seven (7) 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.

17 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 1. Business