What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-03-11 compared with 2024-03-20 · 43 added, 69 removed, 85 unchanged (57% 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

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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.

The Company has recorded nominal revenues during the year ended December 31, 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,

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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.

Growth Company

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

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

of America, which contemplate continuation of the Company as a going concern.

However, the Company was only recently formed, has not

yet established profitable operations and has incurred losses since inception.

These factors raise substantial doubt about the ability

of the Company to continue as a going concern.

In this regard, management is proposing to raise additional funds not provided by operations

through loans or through sales of its common stock.

There is no assurance that the Company will be successful in raising this additional

capital or in achieving profitable operations.

The accompanying financial statements do not include any adjustments that might result

from the outcome of these uncertainties.

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, 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.

For the year ended December 31, 2024, we incurred a net

loss available to shareholders of $3,999,905 primarily due to software research and development expenses of $244,909, marketing expenses

of $1,392,661, and general and administrative expenses of $2,210,775.

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.

OF OPERATIONS

THE YEARS ENDED DECEMBER 31, 2024 and 2023

For the Fiscal Year ended

the Fiscal Year ended

Operating Expenses

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$ (3,324,180 )

$ (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 generated revenues of $71 and $2,048 for the years ended December 31, 2024 and 2023, respectively, a decrease of $1,307, as the

Company focused on expanding its footprint of listed businesses in fiscal year 2024.

the years ended December 31, 2024 and 2023, the Company incurred operating expenses of $3,946,663 and $2,521,078, respectively, an

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during the year ended December 31, 2023 to $1,395,962 during the year ended December 31, 2024, 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,

increasing $257,987 from $395,624 during the year ended December 31, 2023 to $653,611 during the year ended December 31, 2024,

depreciation and amortization expenses increasing $68,919 from $29,398 during the year ended December 31, 2023 to $98,317 during the

year ended December 31, 2024, an increase in professional and consulting of $826,310 from $727,554 during the year ended December

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.

31, 2023 to $1,553,864 during the year ended December 31, 2024, offset in part by a decrease in software research development

expenses of $268,179 from $513,088 during the year ended December 31, 2023 to $244,909 during the year ended December 31,

Loss from operations

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an increase of $1,426,892 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.

the years ended December 31, 2024 and 2023, the Company had $70,444 and $73,498 in interest expense primarily related to preferred stock

dividends and liquidated damages, respectively.

For the years ended December 31, 2024 and 2023, the Company had a liquidated damages

expense of $0 and $731,652, respectively.

For the years ended December 31, 2024 and 2023, the Company had a liquidated damages expense

of $0 and $731,652, respectively.

For the years ended December 31, 2024 and 2023, the Company had interest income of $16,641 and $0,

respectively.

Loss applicable to common shareholders

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of December 31, 2024 and 2023, the Company had cash in the amount of $4,680,840 and $259,212, respectively.

As of December 31, 2023 and

2022, the Company had stockholders’ equity of $349,327 and $786,524, respectively.

of December 31, 2024 and 2023, the Company had stockholders’ equity of $4,767,261 and $349,327, respectively.

Company’s accumulated deficit was $9,691,708 and $5,691,803 as of December 31, 2024 and 2023, respectively.

Company used net cash in operations of $3,485,899 and $2,326,523 for the years ending December 31, 2024 and 2023, respectively.

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

cash used in investing activities for years ending December 31, 2024 and 2023 was $211,950 and $176,499, respectively, primarily utilized

for capitalized software development, along with the purchase of computer equipment.

cash provided by financing activities was $8,119,477 for the year ended December 31, 2024, comprised of $7,339,477, $210,000, and $805,000,

from the sale of common stock (net offering costs), issuance of related-party notes payable, and the sale of preferred stock, respectively,

offset by $210,000 in repayment of related-party notes payable and $25,000 in offering costs for sales of preferred stock.

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.

of $33,000 from subscription receivable and $1,591,492 from the sale of common stock.

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

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis