Datacentrex, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Period Ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO _________ Commission File Number: 001-42388 Thumzup Media Corporation (Exact name of registrant as Specified in its Charter) Nevada 511210 85-3651036 (State or Other Jurisdiction of (Primary Standard Industrial (Internal Revenue Service Incorporation or Organization) Classification Code Number) Employer Identification Number) 10557-B Jefferson Blvd , Culver City , CA 90232 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (800) 403-6150 Securities registered pursuant to Section 12(b) of the Exchange Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.001 par value per share TZUP The Nasdaq Stock Market, LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer , ” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ☒ State the number of shares of the issuer’s common stock outstanding, as of the latest practicable date: 9,508,794 shares of common stock issued and outstanding as of May 13, 2025. PART I – FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Thumzup Media Corporation March 31, 2025 Index to the Condensed Financial Statements Condensed Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024 3 Condensed Statements of Operations for the Three Months Ended March 31, 2025 and 2024 (unaudited) 4 Condensed Statements of Changes in Stockholder’s Equity (Deficit) for the Three Months Ended March 31, 2025 and 2024 (unaudited) 5 Condensed Statements of Cash Flows for the Three Months ended March 31, 2025 and 2024 (unaudited) 6 Notes to the Condensed Financial Statements (unaudited) 7 2 THUMZUP MEDIA CORPORATION CONDENSED BALANCE SHEETS March 31, December 31, 2025 2024 (Unaudited) ASSETS Current assets: Cash $ 1,035,179 $ 4,680,840 Receivables 252 17,037 Prepaid expenses 254,242 141,300 Total current assets 1,289,673 4,839,177 Property and equipment, net 13,675 14,660 Digital assets, net 1,577,399 - Capitalized software costs, net 299,220 248,627 Total assets $ 3,179,967 $ 5,102,464 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 328,152 $ 233,255 Accrued payroll and related 55,592 101,948 Total current liabilities 383,744 335,203 Total liabilities 383,744 335,203 Commitments and contingencies (See Note 6) - - Stockholders’ equity: Preferred stock - 25,000,000 shares authorized: Preferred stock - Series A, $ 0.001 par value, $ 45,000 stated value, 1,000,000 shares authorized; 156,393 and 153,411 shares issued and outstanding, respectively 156 153 Preferred stock - Series B, $ 0.001 par value, $ 50,000 stated value, 40,000 shares authorized; 15,700 and 16,100 shares issued and outstanding, respectively 16 16 Preferred stock, value 16 16 Common stock, $ 0.001 par value, 250,000,000 shares authorized; 9,479,709 and 9,400,535 shares issued and outstanding, respectively 9,480 9,401 Treasury stock, at cost; 79,377 and 0 shares of common stock, respectively ( 298,207 ) - Additional paid in capital 14,931,573 14,449,399 Accumulated deficit ( 11,846,795 ) ( 9,691,708 ) Total stockholders’ equity 2,796,223 4,767,261 Total liabilities and stockholders’ equity $ 3,179,967 $ 5,102,464 The accompanying notes are an integral part of these unaudited condensed financial statements. 3 THUMZUP MEDIA CORPORATION CONDENSED STATEMENTS OF OPERATIONS (Unaudited) For the Three Months Ended March 31, 2025 2024 Revenues $ 151 $ 405 Operating Expenses: Sales and marketing 708,948 51,765 Research and development 75,459 37,423 General and administrative 917,474 221,926 Depreciation and amortization 34,212 17,238 Total Operating Expenses 1,736,093 328,352 Loss From Operations ( 1,735,942 ) ( 327,947 ) Other Income (Expense): Impairment of intangible asset (bitcoin) ( 537,253 ) Unrealized gain on intangible asset (bitcoin) 113,406 Interest income (expense) 24,327 - Total Other Income (Expense) ( 399,520 ) - Net Loss Before Income Taxes ( 2,135,462 ) ( 327,947 ) Provision for Income Taxes (Benefit) - - Net Loss $ ( 2,135,462 ) $ ( 327,947 ) Dividends on preferred stock ( 19,625 ) ( 2,765 ) Net Loss Attributable to Common Stockholders $ ( 2,155,087 ) $ ( 330,712 ) Net Income (Loss) Per Common Share: Basic $ ( 0.22 ) $ ( 0.04 ) Diluted $ ( 0.22 ) $ ( 0.04 ) Weighted Average Common Shares Outstanding: Basic 9,412,260 7,684,862 Diluted 9,412,260 7,684,862 The accompanying notes are an integral part of these unaudited condensed financial statements. 4 THUMZUP MEDIA CORPORATION CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 (Unaudited) Preferred Stock Preferred Stock Treasury Additional Series A Series B Common Stock Stock, Paid Accumulated Shares Amount Shares Amount Shares Amount at Cost In Capital Deficit Total Balance at December 31, 2024 153,411 $ 153 16,100 $ 16 9,400,535 $ 9,401 $ - $ 14,449,399 $ ( 9,691,708 ) $ 4,767,261 Common Stock issued and options for services rendered and to be rendered - - - - 68,881 69 - 462,562 - 421,178 Common Stock issued for Series B dividend - - - - 5,293 5 - 19,620 - 19,625 Common Stock issued for Series B conversion - - ( 400 ) - 5,000 5 - ( 5 ) - - Preferred Series A issued for dividends 2,982 3 - - - - - ( 3 ) - - Purchases of Treasury Stock - - - - - - ( 298,207 ) - - ( 298,207 ) Net loss attributable to Common Stockholders ( 2,155,087 ) ( 2,155,087 ) Balance at March 31, 2025 156,393 $ 156 15,700 $ 16 9,479,709 $ 9,480 $ ( 298,207 ) $ 14,931,573 $ ( 11,846,795 ) $ 2,796,223 Preferred Stock Preferred Stock Treasury Additional Series A Series B Common Stock Stock, Paid Accumulated Shares Amount Shares Amount Shares Amount at Cost In Capital Deficit Total Balance at December 31, 2023 142,769 $ 143 - $ - 7,656,488 $ 7,656 $ - $ 6,033,331 $ ( 5,691,803 ) $ 349,327 Balance 142,769 $ 143 - $ - 7,656,488 $ 7,656 $ - $ 6,033,331 $ ( 5,691,803 ) $ 349,327 Common Stock issued for cash, net - - - - 36,256 36 - 160,182 - 160,218 Common Stock issued for services rendered and to be rendered - - - - 19,000 19 - 108,701 - 108,720 Common Stock issued for Preferred Series A conversion ( 556 ) ( 1 ) - - 8,340 8 - ( 7 ) - - Preferred Series B issued for cash - - 3,800 4 - - - 189,996 - 190,000 Preferred Series A issued for dividends 2,765 3 - - - - - 2,762 ( 2,765 ) - Net loss ( 327,947 ) ( 327,947 ) Balance at March 31, 2024 144,978 $ 145 3,800 $ 4 7,720,084 $ 7,720 $ - $ 6,494,965 $ ( 6,022,515 ) $ 480,318 Balance 144,978 $ 145 3,800 $ 4 7,720,084 $ 7,720 $ - $ 6,494,965 $ ( 6,022,515 ) $ 480,318 The accompanying notes are an integral part of these unaudited condensed financial statements. 5 THUMZUP MEDIA CORPORATION CONDENSED STATEMENTS OF CASHFLOWS (Unaudited) For the Three Months Ended March 31, 2025 2024 Cash flows from operating activities: Net loss attributable to common stockholders $ ( 2,155,087 ) $ ( 327,947 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 34,212 17,238 Stock issued for services 272,748 14,009 Impairment of intangible asset (bitcoin) 537,253 Unrealized gain on intangible asset (bitcoin) ( 113,406 ) - Changes in operating assets and liabilities: Receivables 16,785 - Prepaid expenses 193,648 ( 28,908 ) Accrued payroll and related ( 94,898 ) - Accounts payable and accrued expenses 46,356 2,752 Net cash used in operating activities ( 1,262,389 ) ( 322,856 ) Cash flows from investing activities: Purchases of intangibles (Bitcoin) ( 2,001,246 ) - Capitalized software costs ( 83,819 ) ( 60,900 ) Net cash used in investing activities ( 2,085,065 ) ( 60,900 ) Cash flows from financing activities: Purchases of treasury stock ( 298,207 ) - Proceeds from sale of common stock - 161,846 Proceeds from sale of preferred stock - Series B - 190,000 Costs incurred for equity sales - ( 1,629 ) Proceeds from loan - related party - - Net cash (used in) provided by financing activities ( 298,207 ) 350,217 Net (decrease) increase in cash ( 3,645,661 ) ( 33,539 ) Cash, beginning of period 4,680,840 259,212 Cash, end of period $ 1,035,179 $ 225,673 Supplemental disclosures of cash flow information: Cash paid during period for interest $ - $ - Cash paid during period for taxes $ - $ - Supplemental disclosure of non-cash investing and financing activities: Preferred Series A shares issued for dividends $ 3 $ 2,765 Prepaid expenses paid for by issuance of common stock $ 189,883 $ 104,900 Common shares issued for Preferred Series B dividends $ 5 $ - The accompanying notes are an integral part of these unaudited condensed financial statements. 6 Thumzup Media Corporation Notes to the Condensed Financial Statements (Unaudited) March 31, 2025 Note 1 - Business Organization and Nature of Operations Thumzup Media Corporation (“Thumzup” or the “Company”) was incorporated on October 27, 2020, under the laws of the State of Nevada, and its headquarters is located in Los Angeles, California. 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’s 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. The 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. NOTE 2 – Going Concern and Management’s Liquidity Plans As of March 31, 2025, the Company had cash of $ 1,035,179 and working capital of $ 905,928 . The Company utilized $ 1,262,389 in cash for operating activities during the three months ended March 31, 2025. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the financial statements. Under the Company’s Treasury Reserve Policy and bitcoin strategy, it has used a significant portion of its cash, including cash generated from capital raising transactions, to acquire bitcoins, which are classified as indefinite-lived intangible assets. As of March 31, 2025, the Company held approximately 19.106 bitcoins, all of which are unencumbered. The Company believes its substantial bitcoin holdings can serve as a source of liquidity, if necessary. The bitcoin market historically has been characterized by significant volatility in its price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and decentralized network. During times of instability in the bitcoin market, we may not be able to sell our bitcoins at reasonable prices or at all. As a result, our bitcoins are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. In addition, upon sale of our bitcoin, we may incur additional taxes related to any realized gains or we may incur capital losses as to which the tax deduction may be limited. If the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting the Company’s operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities. The Company’s ability to raise additional capital will be impacted by market conditions and the price of the Company’s common stock. Accordingly, the accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business for one year from the date the condensed financial statements are issued. The carrying amounts of assets and liabilities presented in the unaudited condensed financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern. 7 Note 3 – Summary of Significant Accounting Policies Basis of Presentation - Unaudited Interim Financial Information The accompanying unaudited condensed financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed financial statements reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. Certain information and disclosures normally included in the notes to the annual financial statements have been condensed or omitted from these interim unaudited condensed financial statements. Accordingly, these interim unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 11, 2025, as amended on Form 10-K/ A on April 30, 2025 (the “Annual Report”). The December 31, 2024, balance sheet is derived from those financial statements. Use of Estimates The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America, which requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the reported amounts of expenses during the reported period. These assumptions and estimates could have a material effect on the financial statements. Actual results may differ materially from those estimates. The Company’s management periodically reviews estimates on an ongoing basis based on information currently available, and changes in facts and circumstances may cause the Company to revise these estimates. Significant estimates include estimates used in the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Cash and Cash Equivalents Cash and cash equivalents include all cash on hand, demand deposits and short-term investments with original maturities of three months or less when purchased. As of March 31, 2025, and December 31, 2024, the Company’s cash and cash equivalents consisted of $ 1,035,179 and $ 4,680,840 , respectively. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation (“FDIC”) in accounts that at times may be in excess of the federally insured limit of $ 250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At March 31, 2025, and December 31, 2024, the uninsured balances amounted to $ 20,018 and $ 3,772,766 , respectively. There is a risk the Company may lose uninsured balances over the FDIC insurance limit. Digital Assets The Company accounts for its digital assets, which are comprised solely of bitcoin, as indefinite-lived intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles—Goodwill and Other . The Company has ownership of and control over its bitcoin and uses third-party custodial services to store its bitcoin. The Company’s digital assets are initially recorded at cost. Subsequently, they are measured at cost, net of any impairment losses incurred since acquisition. The Company determines the fair value of its bitcoin on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement , based on quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market for bitcoin (Level 1 inputs). The Company performs an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted (unadjusted) prices on the active exchange, indicate that it is more likely than not that any of the assets are impaired. In determining if an impairment has occurred, the Company considers the lowest price of one bitcoin quoted on the active exchange at any time since acquiring the specific bitcoin held by the Company. If the carrying value of a bitcoin exceeds that lowest price, an impairment loss has occurred with respect to that bitcoin in the amount equal to the difference between its carrying value and such lowest price. Impairment losses are recognized in the period in which the impairment occurs and are reflected within “Digital asset impairment losses (gains on sale), net” in the Company’s Statements of Operations. The impaired digital assets are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains (if any) are not recorded until realized upon sale, at which point they are presented net of any impairment losses in the Company’s Statements of Operations. In determining the gain to be recognized upon sale, the Company calculates the difference between the sales price and carrying value of the specific bitcoins sold immediately prior to sale. 8 See Note 4, Digital Assets, to the Financial Statements for further information regarding the Company’s purchases of digital assets. Prepaid Expenses As of March 31, 2025, and December 31, 2024, the Company had $ 254,242 and $ 141,300 in prepaid expenses, respectively. The Company’s prepaid expenses as of December 31, 2024, primarily consisted of premiums on insurance policies. Property and Equipment Property and equipment, which consists of computer equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives. Ordinary repair and maintenance costs are included in general and administrative expenses on our statement of operations. However, expenditures for additions or improvements that significantly extend the useful life of the asset are capitalized in the period incurred. At the time assets are sold or disposed of, the cost and accumulated depreciation are removed from their respective accounts and the related gains or losses are reflected in the statements of operations in gains from sales of property and equipment, net. The estimated useful life for computer equipment is three years . The Company evaluates the appropriateness of remaining depreciable lives assigned to computer equipment at the end of each fiscal year. Depreciation expense for the three months ended March 31, 2025, and 2024 was $ 985 and $ 658 , respectively. Capitalized Software Development Costs We capitalize certain costs related to the development and enhancement of the Thumzup platform. In accordance with authoritative guidance, including ASC 350-40, we began to capitalize these costs when the technological feasibility was established and preliminary development efforts were successfully completed, management has authorized and committed project funding, and it was probable that the project would be completed and the software would be used as intended. Such costs are amortized when placed in service, on a straight-line basis over the estimated useful life of the related asset, generally estimated to be three years. Costs incurred prior to meeting these criteria together with costs incurred for training and maintenance are expensed as incurred and recorded in product development expenses on our statements of operations. Costs incurred for enhancements that were expected to result in additional features or functionality that would generate additional revenue are capitalized and expensed over the estimated useful life of the enhancements, generally three years. The Company does not capitalize any testing or maintenance costs. The accounting for these capitalized software costs requires us to make significant judgments, assumptions and estimates related to the timing and amount of recognized capitalized software development costs. For the three months ended March 31, 2025, and 2024, the Company capitalized $ 83,819 and $ 60,900 of costs related to the development of software applications, respectively. Amortization of capitalized software costs was $ 33,227 and $ 6,373 for the three months ended March 31, 2025, and 2024, respectively. The balance of capitalized software was $ 299,220 and $ 248,627 , net of accumulated amortization of $ 153,943 and $ 120,716 at March 31, 2025, and December 31, 2024, respectively. The Company evaluates its capitalized software costs for impairment annually, at year-end. As of December 31, 2024, the Company determined no impairment of its capitalized software costs was warranted. Revenue Recognition The Company recognizes revenue when services are realized. The Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”). The fees are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration. 9 In accordance with ASC 606, the Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue in accordance with that core principle by applying the following: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligation in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue when (or as) the Company satisfies a performance obligation. The Company derives its revenue principally from service fees paid by the client for the use of our platform in connection with our advertising technology platform which incentivizes users to leave reviews of our clients. The Company’s sole performance obligation in the transaction is to connect clients with end-users to facilitate the completion of a successful review on the user’s social media accounts. Judgment is required in evaluating the presentation of revenue on a gross versus net basis based on whether we control the service provided to the end-user and are the principal in the transaction (gross), or we arrange for other parties to provide the service to the end-user and are the agent in the transaction (net). The Company has concluded that it is the agent in its current transactions as it arranges for users to provide the service to the clients and the users post reviews on social media accounts controlled by the users. The assessment of whether the Company is considered the principal or the agent in a transaction could impact the accounting for these transactions and change the timing and amount of revenue recognized. The percentage fee the Company charges is not variable. Cost of Goods Sold The Company classifies its credit card transaction fees as cost of goods sold. Client Deposits Thumzup’s clients generally prepay to utilize the Company’s technology platform. All client deposits for services are recorded as a client deposit liability upon receipt. Upon a user leaving a qualified review for the client, as defined in Thumzup’s Mobile Terms and Conditions, the Company transfers the fee payable to the user to a user account balances liability account and realizes the fees payable to the Company as revenue. The Company holds all client deposits and user account balances in cash or cash-equivalents, including money market accounts. Income Taxes The Company utilizes the asset and liability approach to measure deferred tax assets and liabilities based on temporary differences existing at each balance sheet date using currently enacted tax rates in accordance with ASC 740. ASC 740 considers the differences between financial statement treatment and tax treatment of certain transactions. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rate is recognized as income or expense in the period that includes the enactment date of that rate. The Company has no tax positions as of March 31, 2025, and December 31, 2024, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes any interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. For the three months ending March 31, 2025, and 2024, the Company recognized no interest and penalties. 10 Share-based Compensation The Company maintains its 2024 Equity Incentive Plan (as amended, the “2024 Equity Plan”), under which, the Company’s employees, officers, directors, and other eligible participants may be and have been awarded various types of share-based compensation, including options to purchase shares of the Company’s common stock, restricted stock units, and other stock-based awards. Additionally, under the 2024 Equity Plan, awards may be and have been granted that are subject to the achievement of one or more performance measures established by the Company’s Board of Directors or a duly authorized committee thereof. For options and other stock-based awards, the share-based compensation expense is based on the fair value of the awards on the date of grant, as estimated using the Black-Scholes valuation model. For restricted stock units, the share-based compensation expense is based on the fair value of the Company’s common stock on the date of grant. The fair value of liability-classified awards (e.g., the other stock-based awards and cash-settled restricted stock units) is remeasured at each reporting date. The Company recognizes share-based compensation expense for service-conditioned awards granted under the 2024 Equity Plan on a straight-line basis over the requisite service period (generally, the vesting period for service-conditioned awards under the 2024 Equity Plan). See Note 7, Stock Options, to the Financial Statements for further information regarding the 2024 Equity Plan, related share-based compensation expense, and assumptions used in determining fair value. Treasury Stock On March 7, 2025, the Board of Directors approved a share repurchase program authorizing the Company to purchase up to an aggregate of $ 1 million of the Company’s common stock. The share repurchase program is in accordance with Rule 10b-18 of the Exchange Act. Subject to applicable rules and regulations, the shares may be purchased from time to time in the open market or in privately negotiated transactions. Such purchases will be at times and in amounts as the Company deems appropriate, based on factors such as market conditions, legal requirements and other business considerations. The Company accounts for Treasury Stock at cost. During the three months ended March 31 , 2025 , the Company repurchased 79,377 shares of common stock for approximately $ 298,207 under its share repurchase authorization. As of March 31, 2025, and December 31, 2024, the Company had $ 298,207 and $ 0 in Treasury Stock, respectively. Net Earnings (Loss) Per Common Share The Company computes earnings (loss) per share under ASC subtopic 260-10, Earnings Per Share. Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. The computation of basic and diluted income (loss) per share, for the three months ended March 31, 2025, and 2024, excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: Schedule of Potentially Dilutive Securities Excluded From Computation of Basic and Diluted Net Loss Per Share March 31, March 31, 2025 2024 Common shares issuable upon exercise of options 1,223,000 - Common shares issuable upon exercise of warrants 71,250 - Common shares issuable upon conversion of preferred stock 2,542,145 2,212,670 Total potentially dilutive shares 3,836,395 2,212,670 11 Recent Accounting Pronouncements Crypto Assets In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). ASU 2023-08 requires in-scope crypto assets (including the Company’s bitcoin holdings) to be measured at fair value in the statement of financial position, with gains and losses from changes in the fair value of such crypto assets recognized in net income each reporting period. ASU 2023-08 also requires certain interim and annual disclosures for crypto assets within the scope of the standard. The Company adopted this guidance effective January 1, 2025, on a prospective basis. The Company expects the adoption of ASU 2023-08 will have a material impact on its balance sheets, statements of operations, statements of cash flows and disclosures. The Company will initially record its bitcoin purchases at cost, upon adopting ASU 2023-08, any subsequent increases or decreases in fair value will be recognized as incurred in the Company’s Statements of Operations, and the fair value of the Company’s bitcoin will be reflected within the Company’s Balance Sheets each reporting period-end. Additionally, the Company will provide quantitative and qualitative disclosures to meet the new requirements under ASU 2023-08, including a roll-forward of its bitcoin holdings during the reporting period and period-end cost basis, fair value, number of units held, and restrictions. The U.S. enacted the Inflation Reduction Act of 2022 (“IRA”) in August 2022. Among other things, unless an exemption by statute or regulation applies, a provision of the IRA imposes a 15% corporate alternative minimum tax (“CAMT”) on a corporation with respect to an initial tax year and subsequent tax years, if the average annual adjusted financial statement income for any consecutive three-tax-year period preceding the initial tax year exceeds $ 1 billion. On September 12, 2024, the Department of Treasury and the Internal Revenue Service issued proposed regulations with respect to the application of the CAMT. For purposes of calculating the adjusted financial statement income, the Company will be required to ratably allocate from 2025 through 2028 the increase to the Company’s retained earnings. When determining whether the Company is subject to CAMT and when calculating any related tax liability for an applicable tax year, the proposed regulations provide that, among other adjustments, the Company’s adjusted financial statement income must include this ratable amount in addition to any unrealized gains or losses reported in the applicable tax year. Accordingly, as a result of the enactment of the IRA and the Company’s adoption of ASU 2023-08 on January 1, 2025, unless the IRA is amended or the proposed regulations, when finalized, are revised to provide relief (or other interim relief is granted), the Company could become subject to CAMT in the tax years 2026 and beyond. If the Company becomes subject to the CAMT, it could result in a material tax obligation that the Company would need to satisfy in cash, which could materially affect its financial results, including its earnings and cash flow, and its financial condition. Income Taxes In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information. In particular, on an annual basis, companies will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Companies will also be required to disclose, on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions above a quantitative threshold. The standard is effective for the Company for annual periods beginning January 1, 2025, on a prospective basis, with retrospective application permitted for all prior periods presented. The Company will adopt ASU 2023-09 for the annual period ending December 31, 2025, and is currently evaluating the impact of this guidance on its disclosures. Segment Reporting In November 2023, the FASB issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires enhanced disclosures surrounding reportable segments, particularly (i) significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included in the reported measure(s) of a segment’s profit and loss and (ii) other segment items that reconcile segment revenue and significant expenses to the reported measure(s) of a segment’s profit and loss, both on an annual and interim basis. Companies are also required to provide all annual disclosures currently required under Topic 280 in interim periods, in addition to disclosing the title and position of the CODM and how the CODM uses the reported measure(s) of segment profit and loss in assessing segment performance and allocating resources. The Company adopted ASU 2023-07 for interim periods beginning January 1, 2025. 12 Disaggregation of Income Statement Expenses In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires specified information about certain costs and expenses be disclosed in the notes to the financial statements, including the expense caption on the face of the income statement in which they are disclosed, in addition to a qualitative description of remaining amounts not separately disaggregated. Entities will also be required to disclose their definition of “selling expenses” and the total amount in each annual period. The standard is effective for the Company for annual periods beginning January 1, 2027, and for interim periods beginning January 1, 2028, with updates applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its disclosures. There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. NOTE 4 – Digital Assets The following table summarizes the Company’s digital asset holdings, as of: Schedule of Digital Assets Holdings March 31, 2025 December 31, 2024 Approximate number of bitcoins held 19.10613241 - Digital assets carrying value $ 1,577,399 $ - Cumulative digital asset impairment losses $ 423,847 $ - The carrying value on the Company’s Balance Sheet at each period-end represents the lowest fair value (based on Level 1 inputs in the fair value hierarchy) of the bitcoins at any time since their acquisition. Therefore, these fair value measurements were made during the period from their acquisition through March 31, 2025, and December 31, 2024, respectively, and not as of March 31, 2025, or December 31, 2024, respectively. The following table summarizes the Company’s digital asset purchases, digital asset sales, digital asset impairment losses, and gains on sale of digital assets for the periods indicated: Schedule of Digital Assets March 31, 2025 March 31, 2024 Approximate number of bitcoins purchased 19.10613241 - Approximate number of bitcoins sold - - Digital asset purchases $ 2,001,246 $ - Digital asset sales $ - $ - Digital asset impairment losses $ ( 537,253 ) $ - Gains on sale of digital assets $ - $ - Note 5 – Shareholders’ Equity Preferred Stock The Company is authorized to issue 25,000,000 shares of preferred stock, par value $ 0.001 per share. 13 Series A Preferred Starting on September 21, 2022, the Company entered into securities purchase agreements with four accredited investors, pursuant to which the Company sold 16,446 Shares of its Series A Preferred Convertible Voting Stock (the “Series A Preferred”) at a per share price of $ 45.00 per preferred share and received gross proceeds of $ 740,000 . On September 21, 2022, the Company filed a Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Preferred Convertible Voting Stock with the Secretary of State of the State of Nevada designating 1,000,000 shares of its preferred stock as Series A Preferred. On September 26, 2022, the Company submitted an Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Preferred Convertible Voting Stock with the Secretary of State of Nevada (as amended and restated, the “Series A Certificate of Designation”). Pursuant to the Series A Certificate of Designations, each holder of the Series A Preferred has the right, at any time and from time to time, at the shareholder’s option to convert any or all of such holder’s shares of Series A Preferred into the number of shares of common stock. Each share of Series A Preferred is initially convertible into 15 shares of common stock at a reference rate of $ 3.00 per share of common stock, subject to adjustments set forth in the Series A Certificate of Designations. The holders of Series A Preferred are entitled to receive dividends, in cash or in-kind at the Company’s election, in an amount equal to $ 0.875 per share per quarter. If paid in kind, the dividend shall be in shares of Series A Preferred (the “Dividend Shares”) valued at the $ 45.00 per share of Series A Preferred (the “Purchase Price”) unless the closing price of the Common Stock on the Trading Day prior to the issuance of the dividend is below the Reference Rate, in which case the Dividend Shares shall be valued at the Purchase Price adjusted pursuant to the formula set forth in Section 3 of the Series A Certificate of Designations. On March 15, 2025, the Company issued 2,982 Dividend Shares. As March 31, 2025, and December 31, 2024, the Company had 156,393 and 153,411 shares of Series A Preferred issued and outstanding, respectively. Series B Preferred On March 5, 2024, the Company filed a Certificate of Designation (the “Series B Certificate of Designation”) with the Secretary of State of Nevada designating 40,000 shares of preferred stock as Series B Preferred (“Series B Preferred”). From March 14 to March 28, 2024, the Company entered into securities purchase agreements with accredited investors, pursuant to which the Company issued 3,800 shares of Series B Preferred for cash proceeds of $ 190,000 . Pursuant to the Series B Certificate of Designations, each holder of the Series B Preferred has the right, at any time and from time to time, at the shareholder’s option to convert any or all of such holder’s shares of Series B Preferred into the number of shares of Common Stock. Each share of Series B Preferred is initially convertible into 10 shares of common stock at a reference rate of $ 5.00 per share of Common Stock, subject to adjustments to set forth in the Series B Certificate of Designations. Upon the Company’s up-listing to the Nasdaq Capital Market, the Series B Preferred became convertible at $ 4.00 per share and the downside price protections were eliminated. On March 29, 2025, certain call protection provisions in the Series B Preferred went into effect, providing that if the common stock trades at a 100 % premium to the conversion price of the Series B Preferred for 10 days or more, the Company can force the conversion of the Series B Preferred into shares of common stock. The Company has agreed to pay the costs of Rule 144 legal opinions for the holders of the Series B Preferred. The holders of Series B Preferred are entitled to receive dividends, in cash or in-kind at the Company’s election, in an amount equal to $ 1.25 per share per quarter. If paid in kind, the number of shares of common stock issued for the dividend shall be equal to the quotient of the dividend payable divided by the volume weighted average price on the dividend date. On February 25, 2025, a holder converted 400 shares of Series B Preferred into 5,000 shares of common stock. 14 On March 15, 2025, the Company issued 5,293 shares of common stock with a value of $ 19,620 as a dividend for the Series B Preferred. As of March 31, 2025 and December 31, 2024, the Company had 15,700 and 16,100 shares of Series B Preferred issued and outstanding, respectively. Common Stock The Company is authorized to issue 250,000,000 shares of common stock, par value $ 0.001 per share. During the three months ended March 31 , 2025, the Company issued 68,881 shares of common stock with a fair market value of $ 421,109 for services rendered and to be rendered to the Company. During the three months ended March 31 , 2025 , the Company issued 5,000 shares of common stock upon the conversion of 400 shares of Series B Preferred. During the three months ended March 31 , 2025 , the Company issued 5,293 shares of common stock with a value of $ 19,620 as a dividend for the Series B Preferred. As of March 31, 2025, and December 31, 2024, the Company had 9,479,709 and 9,400,535 shares of common stock issued and outstanding, respectively. Treasury Stock On March 7, 2025, the Board of Directors approved a share repurchase program authorizing the Company to purchase up to an aggregate of $ 1 million of the Company’s common stock. The share repurchase program is in accordance with Rule 10b-18 of the Exchange Act. Subject to applicable rules and regulations, the shares may be purchased from time to time in the open market or in privately negotiated transactions. Such purchases will be at times and in amounts as the Company deems appropriate, based on factors such as market conditions, legal requirements and other business considerations. During the three months ended March 31 , 2025 , the Company repurchased 79,377 shares of common stock for approximately $ 298,207 under its share repurchase program. As of March 31, 2025, and December 31, 2024, the Company had $ 298,207 and $ 0 in Treasury Stock, respectively. Note 6 – Contingencies Russia-Ukraine conflict The Russian-Ukraine conflict is a global concern. The Company does not have any direct exposure to Russia or Ukraine through its operations, employee base, investments or sanctions. However, if the conflict escalates, it is unknown whether its direct or indirect effects may impact our business. Note 7 – Stock Options The Company’s stockholders approved our 2024 Equity Incentive Plan (the “Plan”) in May 2024. In July 2024, the Company’s stockholders amended the Plan to increase the number of shares issuable thereunder to 2,000,000 . As of March 31, 2025, the Company had 682,967 shares of common stock available for future issuance under the Plan. The Plan provide for the grant of incentive stock options to our employees and our subsidiaries’ employees, and for the grant of stock options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation to our employees, including officers, consultants and directors. The Plan also provides that the grant of performance stock awards may be paid out in cash as determined by the committee administering the Plan. Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option pricing model with a volatility figure derived from historical data. The Company accounts for the expected life of options based on the contractual life of the options. 15 On January 15, 2025, the Company issued options to purchase 40,000 shares of common stock with a $ 5.00 exercise price with a fair value of $ 132,651 . The Company estimated the fair value of the options using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0 %, (2) expected volatility of 149.21 %, (3) risk-free interest rate of 4.59 %, and (4) expected life of 10 years. There were no options exercised during the three months ended March 31, 2025, and 2024, respectively. A summary of the stock option activity for the three months ended March 31, 2025, and 2024, is as follows: Schedule of Stock Option Activity Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2025 1,183,000 $ 5.06 9.83 $ - Granted 40,000 5.00 9.80 $ - Exercised - - Cancelled/Exchanged - - Outstanding at March 31, 2025 1,223,000 $ 5.06 9.59 $ - Exercisable at March 31, 2025 609,563 $ 5.03 9.59 $ - A summary of the stock options outstanding at March 31, 2025, is as follows: Schedule of Exercise Price of Stock Options Exercise Price Options Outstanding Weighted Avg. Remaining Life Options Exercisable $ 5.00 1,068,000 9.59 570,813 5.47 155,000 9.59 38,750 1,223,000 9.59 609,563 The aggregate intrinsic value of outstanding stock options was $ 0 , based on options with an exercise price less than the Company’s stock price of $ 4.04 as of March 31, 2025, which would have been received by the option holders had those option holders exercised their options as of that date. The fair value of all options that vested during the three months ended March 31, 2025, and 2024 was $ 241,864 and $ 0 , respectively. Unrecognized compensation expense was $ 2,897,697 as of March 31, 2025. Note 8 – Warrants A summary of the warrant activity for the three months ended March 31, 2025, is as follows: Schedule of Warrant Activity Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2025 71,250 $ 6.25 5.00 $ - Granted - - Exercised - - - - Cancelled/Exchanged - - Outstanding at March 31, 2025 71,250 $ 6.25 4.75 $ - Exercisable at March 31, 2025 71,250 $ 6.25 4.75 $ - A summary of the warrants outstanding at March 31, 2025, is as follows: Schedule of Exercise Price of Warrants Exercise Price Warrants Outstanding Weighted Avg. Remaining Life Warrants Exercisable $ 6.25 71,250 4.75 71,250 71,250 4.75 71,250 The aggregate intrinsic value of outstanding stock warrants was $ 0 based on warrants with an exercise price less than the Company’s stock price of $ 4.04 as of March 31, 2025, which would have been received by the warrant holders had those holders exercised the warrants as of that date. 16 Note 9 - Segment Information The Company has one reportable operating segment, the “Software Business,” which is engaged in the design, development, marketing, and sales of the Company’s software platform. The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer. The CODM uses the number of advertisers and users to assess the growth of the business on a monthly basis. In doing so, he focuses on “controllable costs” across main functions of the Software Business and will allocate personnel and budget accordingly to maximize growth and revenues. Note 10 – Related Party Transactions On March 15, 2025, Westside Strategic Partners, LLC (“Westside”), controlled by our director, Robert Haag, received a dividend of 627 shares of Series A Preferred, per the terms of the Company’s Series A Certificate of Designation. On March 15, 2025, Westside received a dividend of 337 shares of common stock pursuant to the Series B Certificate of Designation. On March 15, 2025, Isaac Dietrich received a dividend of 15 shares of Series A Preferred, per the terms of the Series A Certificate of Designation. On March 15, 2025, Joanna Massey received a dividend of 31 shares of Series A Preferred, per the terms of the Series A Certificate of Designation. On March 15, 2025, Joanna Massey received a dividend of 270 shares of common stock pursuant to the Series B Certificate of Designation. Note 11 – Subsequent Events The Company has evaluated subsequent events from the balance sheet date through the date which the financial statements were issued. From April 1 to May 12, 2025, the Company issued 1,980 shares of common stock under its 2024 Equity Incentive Plan for services rendered and to be rendered to the Company. From April 1 to May 12, 2025, the Company issued 15,000 shares of common stock for the conversion of 1,200 shares of Series B Preferred Stock. From April 1 to May 12, 2025, the Company issued 12,105 shares of common stock for the conversion of 807 shares of Series A Preferred Stock. On April 29, 2025, holders of a majority of the outstanding voting securities of the Company approved the following actions by majority consent: (i) electing five directors to serve until our next annual meeting of Stockholders or until their successor is duly elected and qualified; (ii) approving the Company’s 2025 Equity Incentive Plan (the “2025 Plan”) and the reservation of up to 2,000,000 shares of the Company’s Common Stock, par value $ 0.001 (the “Common Stock”) for issuance thereunder, subject to certain conditions; (iii) ratifying the appointment of Haynie & Company as our independent registered public accounting firm for the fiscal year ending December 31, 2025; (iv) approving, on an advisory basis, the compensation paid to our named executive officers; (v) approving the issuance of securities in one or more non-public offerings where the maximum discount at which securities will be offered will be equivalent to a discount of 20 % below the market price of our common stock, as required by and in accordance with Nasdaq Marketplace Rule 5635(d); and (vi) approving any change of control that could result from the potential issuance of securities in the non-public offerings following effectiveness of Action No. 5, as required by and in accordance with Nasdaq Marketplace Rule 5635(b). The foregoing actions will become effective no sooner than 20 days after a definitive Information Statement has been distributed to the shareholders of the Company. On May 12, 2025, the Company entered into that certain Master Loan Agreement (the “MLA”) with Coinbase Credit, Inc. (“Coinbase”) and Coinbase, Inc., pursuant to which the Company and Coinbase may enter into transactions (each such transaction, a “Loan”) in which Coinbase will lend to the Company certain Digital Assets or Cash against a transfer of Collateral (each as defined in the MLA). Pursuant to the MLA, the Company and Coinbase shall agree on the terms of the Loan, and Coinbase shall confirm such Loan by sending a confirmation to the Company. Unless otherwise agreed, the Company will transfer to Coinbase the Collateral with a market value at least equal to the margin percentage of the market value of the Loaned Asset (as defined in the MLA). 17 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Quarterly Report on Form 10-Q (this “Quarterly Report”), including this Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words “may”, “could”, “would”, “should”, “believe”, “expect”, “anticipate”, “plan”, “estimate”, “target”, “project”, “intend”, “foresee” and similar expressions. These statements include, among others, statements regarding our expected business outlook, anticipated financial and operating results, our business strategy and means to implement the strategy, our objectives, the amount and timing of capital expenditures, the likelihood of our success in expanding our business, financing plans, budgets, working capital needs and sources of liquidity. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our products, the expansion of product offerings geographically or through new marketing applications, the timing and cost of planned capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Forward-looking statements also involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. In addition, even if our actual results are consistent with the forward-looking statements contained in this quarterly report, those results may not be indicative of results or developments in subsequent periods. Many of these factors are beyond our ability to control or predict. Such factors include, but are not limited to, the following: ● our ability to raise capital when needed and on acceptable terms and conditions; ● our ability to manage credit and debt structures from debt holders; ● our ability to generate revenues and manage the growth of our business; ● competitive pressures; ● general economic conditions; ● our ability to attract and retain management, and to integrate and maintain technical information and management information systems; ● our ability to maintain compliance with the continued listing requirements of the Nasdaq Capital Market (“Nasdaq”); and ● compliance with laws and regulations, including those relating to corporate governance matters and tax matters, as well as any future changes to such laws and regulations. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and Exchange Commission (“SEC”), we are under no obligation to publicly update or revise any forward-looking statements, whether as a result of any new information, future events or otherwise. Investors, potential investors and other readers are urged to consider the above-mentioned factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results or performance. 18 OVERVIEW Thumzup 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 (the “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. The 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 three months ended March 31, 2025, and continues with the development of enhancements to its App and marketing efforts. The 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. Recent Developments Coinbase Master Loan Agreement On May 12, 2025, the Company entered into that certain Master Loan Agreement (the “MLA”) with Coinbase Credit, Inc. (“Coinbase”) and Coinbase, Inc., pursuant to which the Company and Coinbase may enter into transactions (each such transaction, a “Loan”) in which Coinbase will lend to the Company certain Digital Assets or Cash against a transfer of Collateral (each as defined in the MLA). Pursuant to the MLA, the Company and Coinbase shall agree on the terms of the Loan, and Coinbase shall confirm such Loan by sending a confirmation to the Company. Unless otherwise agreed, the Company will transfer to Coinbase the Collateral with a market value at least equal to the margin percentage of the market value of the Loaned Asset (as defined in the MLA). See “Liquidity and capital resources – Coinbase Master Loan Agreement” herein. Available Information: Thumzup™ is located at 10557-B Jefferson Blvd, Culver City, CA 90232. Our telephone number is (800) 403-6150 and our Internet website address is www.thumzupmedia.com. We file or furnish electronically with the U.S. Securities and Exchange Commission (“SEC”) Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. We make copies of these reports available free of charge through our investor relations website as soon as reasonably practicable after we file or furnish them with the SEC. These reports are also accessible through the SEC website at www.sec.gov. Information contained on or accessible through our website, www.thumzupmedia.com, is not incorporated into, and does not form a part of, this Quarterly Report or any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only. RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2025, AND 2024 The following table sets forth certain selected unaudited condensed statements of operations data for the three months ended March 31, 2025, and 2024. For the Three Months ended March 31, 2025 2024 $ Change % Change Revenues $ 151 $ 405 $ (254 ) (62.72 )% Operating Expenses 1,736,093 328,352 1,407,741 428.73 % Loss from Operations (1,735,942 ) (327,947 ) (1,407,955 ) 429.34 % Other Income (Expense) (399,520 ) - (399,520 ) - % Net (Loss) Attributable to Common Stockholders $ (2,155,087 ) $ (330,712 ) $ (1,824,375 ) 551.65 % Revenues The Company generated revenues of $151 and $405 for the three months ended March 31, 2025, and 2024, respectively, a decrease of $254. The Company has prioritized expanding its footprint of listed businesses before focusing on converting them to paying clients. 19 Operating expenses For the three months ended March 31, 2025, and 2024, the Company incurred operating expenses of $1, 736 , 093 and $328,352, respectively, an increase of $1, 407 , 955 . The increase in operating expenses was caused by: marketing expenses increasing by $657,183 from $ 51,765 during the three months ended March 31, 2024, to $708,948 during the same period in 2025, general and administrative expenses increasing by $ 695 , 548 from $ 221,926 during the three months ended March 31, 2024, to $ 917 , 474 during the same period in 2025, depreciation and amortization expenses increasing by $16,974 from $17,238 during the three months ended March 31, 2024, to $34,212 during the same period in 2025, and an increase in research and development expenses of $38,036 from $ 37,423 during the three months ended March 31, 2024, to $75,459 during the same period in 2025. Net Loss from operations The Company realized a net loss from operations before income taxes of $ 1,735,942 and $327,947 for the three months ended March 31, 2025, and 2024, respectively, an increase of $1, 407,955 for the reasons stated above in the section “Operating Expenses.” Other expenses For the three months ended March 31, 2025, and 2024, the Company had $24,327 and $ - in interest income, respectively. There was loss on the impairment on intangible assets (bitcoin) of $537,253 and $0 during the three months ended March 31, 2025, and 2024, respectively. Additionally, there was unrealized gains on intangible assets (bitcoin) of $113,406 and $0 during the three months ended March 31, 2025, and 2024, respectively. Net Loss attributable to common stockholders The Company realized a net loss attributable to common stockholders of $2,155, 087 and $ 330,712 for the three months ended March 31, 2025 and 2024, respectively, an increase of $1, 824 , 375 for the reasons stated above in the section “Operating Expenses.” Liquidity and capital resources As of March 31, 2025, and December 31, 2024, the Company had cash in the amount of $ 1,035,179 and $4,680,840, respectively. As of March 31, 2025, and December 31, 2024, the Company had stockholders’ equity of $2,796,223 and $4,767,261, respectively. The Company’s accumulated deficit was $(11,846,795) and $(9,691,708) as of March 31, 2025, and December 31, 2024, respectively. The Company used net cash in operating activities of $1,262,389 and $ 322,856 for three months ended March 31, 2025, and 2024, respectively. Net cash used in investing activities for three months ending March 31, 2025, and 2024 was $2,085,065 and $ 60,900 , respectively. During the three months ended March 31, 2025, we invested $2,001,065 and $83,819 in the purchase of intangible assets (bitcoin) and capitalized development costs, respectively. During the three months ended March 31, 2024, we invested $60,900 in capitalized development costs. There was cash used in financing activities for the three months ended March 31, 2025, of $298,207, comprised of cash used to repurchase treasury stock of $298,207. Net 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. Capital Resources As of March 31, 2025, we had cash on hand of $1,035,179. We currently have minimal sources of liquidity such as arrangements with credit institutions that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital. 20 Going Concern and Required Capital over the Next Fiscal Year As of March 31, 2025, the Company had cash of $1,035,179 and working capital of $905,928. The Company utilized $1,262,389 in cash for operating activities during the three months ended March 31, 2025. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the financial statements. Under our Treasury Reserve Policy and bitcoin strategy, we have used a significant portion of our cash, including cash generated from capital raising transactions, to acquire bitcoins, which are classified as indefinite-lived intangible assets. As of March 31, 2025, we held approximately 19.106 bitcoins, all of which are unencumbered. We believe our substantial bitcoin holdings can serve as a source of liquidity, if necessary. The bitcoin market historically has been characterized by significant volatility in its price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and decentralized network. During times of instability in the bitcoin market, we may not be able to sell our bitcoins at reasonable prices or at all. As a result, our bitcoins are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. In addition, upon sale of our bitcoin, we may incur additional taxes related to any realized gains or we may incur capital losses as to which the tax deduction may be limited. If the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities. The Company’s ability to raise additional capital will be impacted by market conditions and the price of the Company’s common stock. Accordingly, the accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business for one year from the date the condensed financial statements are issued. The carrying amounts of assets and liabilities presented in the unaudited condensed financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern. Series A Preferred Stock On September 21, 2022, we entered into a Securities Purchase Agreement with four accredited investors (the “Series A Securities Purchase Agreement”). Pursuant to the Series A Securities Purchase Agreement, the company sold 16,446 Shares of its Series A Preferred Convertible Voting Stock (the “Series A Preferred”) at a per share price of $45.00 per preferred share and received gross proceeds of $740,000. On September 21, 2022, the Company filed with the Secretary of State of Nevada the Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Preferred Convertible Voting Stock, which was amended and restated on September 26, 2022 (the “Series A Certificate of Designation”). Pursuant to the Certificate of Designations, the Company designated 1,000,000 shares of preferred stock as Series A Preferred. The Series A Preferred votes together with the common stock of the Company on an as-converted basis, provided that each holder of Series A Preferred shall be limited to voting the number of votes that is 9.99% of all shares entitled to vote, except as required by law. Subject to the provisions of Section 4 of the Series A Certificate of Designation, each holder shall have the right, at any time and from time to time, at such holder’s option, to convert any or all of such holder’s shares of Series A Preferred into the number of shares of common stock as set forth herein. Each share of Series A Preferred initially converts into 15 shares of common stock (the “Conversion Rate”) at a reference rate of $3.00 per share of common stock (the “Reference Rate”) subject to adjustments set forth in Sections 4(g) and (h) of the Series A Certificate of Designation. The holders of Series A Preferred shall be entitled to receive, in cash or in-kind at Company’s election, in an amount equal to $3.50 per share. If paid in kind, the dividend shall be in shares of Series A Preferred (the “Series A Dividend Shares”) valued at the $45.00 per share of Series A Preferred (the “Purchase Price”) unless the closing price of the common stock on the trading day prior to the issuance of the dividend is below the Reference Rate, in which case the Series A Dividend Shares shall be valued at the Purchase Price adjusted pursuant to the formula set forth in Section 3 of the Series A Certificate of Designations. The Series A Preferred was offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act. 21 Under the Series A Certificate of Designations, at no time may all or a portion of the Series A Preferred be converted if the number of shares of common stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of common stock owned by the Holder at such time, the number of shares of Common Stock that would result in the holder beneficially owning (as determined in accordance with Section 13(d) of the 1934 Act and the rules thereunder) more than 4.99% of all of the common stock outstanding at such time (the “4.99% Beneficial Ownership Limitation”); provided, however, that, upon the holder providing the Company with sixty-one (61) days’ advance notice (the “4.99% Waiver Notice”) that the holder would like to waive Section 4(f) of the Series A Certificate of Designations with regard to any or all shares of common stock issuable upon conversion of the Series A Preferred, Section 4(f) will be of no force or effect with regard to all or a portion of the Series A Preferred referenced in the 4.99% Waiver Notice but shall in no event waive the 9.99% Beneficial Ownership Limitation. Series B Preferred Stock On March 5, 2024, the Company filed a Certificate of Designation (the “Series B Certificate of Designation”) with the Secretary of State of Nevada designating 40,000 shares of preferred stock as Series B Preferred Stock (“Series B Preferred”). The Company recently raised $805,000 in a Series B Preferred offering during the period March - May 2024. Each share of Series B Preferred cost $50 and initially converts into 10 shares of common stock and pays a 10% dividend on a quarterly basis and has downside price protection. Once the company up-lists on a National Stock Exchange, the Series B Preferred converts at a 20% discount to the price of the offering in this S-1 and the downside price protections are eliminated. There is a call provision that goes into effect six (6) months from the listing on a National Exchange, that if the common stock trades at a 100% premium to the conversion price for 10 days or more, the Company can force the conversion of the Series B Preferred into common stock. The Company has agreed to pay the costs of Rule 144 legal opinions for the holders of the Series B Preferred. Pursuant to the Series B Certificate of Designations, each holder of the Series B Preferred has the right, at any time and from time to time, at the shareholder’s option to convert any or all of such holder’s shares of Series B Preferred into the number of shares of Common Stock. Each share of Series B Preferred is initially convertible into 10 shares of common stock at a reference rate of $5.00 per share of Common Stock, subject to adjustments to set forth in the Series B Certificate of Designations. Upon the Company’s up-listing to Nasdaq, the Series B Preferred became convertible at $4.00 per share and the downside price protections were eliminated. On March 29, 2025, certain call protection provisions in the Series B Preferred went into effect, providing that if the common stock trades at a 100% premium to the conversion price of the Series B Preferred for 10 days or more, the Company can force the conversion of the Series B Preferred into shares of common stock. The Company has agreed to pay the costs of Rule 144 legal opinions for the holders of the Series B Preferred. The holders of Series B Preferred are entitled to receive dividends, in cash or in-kind at the Company’s election, in an amount equal to $1.25 per share per quarter. If paid in kind, the number of shares of common stock issued for the dividend shall be equal to the quotient of the dividend payable divided by the volume weighted average price on the dividend date. The Series B Preferred was offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act. Coinbase Master Loan Agreement On May 12, 2025, the Company entered into that certain MLA with Coinbase and Coinbase, Inc., pursuant to which the Company and Coinbase may enter into Loans in which Coinbase will lend to the Company certain Digital Assets or Cash against a transfer of Collateral. Pursuant to the MLA, the Company and Coinbase shall agree on the terms of the Loan (which terms may be amended by mutual agreement of the parties), including (i) the Digital Asset (as defined in the MLA) or currency of any Cash to be lent, (ii) the quantity of the Digital Asset or Cash to be lent, (iii) the Loan Fee Rate (as defined in the MLA) to be paid by the Company to Coinbase, (iv) the type and amount of fees to be charged (if any), (v) the type and amount of Collateral to be transferred by the Company to Coinbase, (vi) the day on which the Loan is to commence, (vii) whether the Loan is for a fixed term or open, and if for a fixed term the term and maturity date of the Loan, and (viii) any additional terms, and Coinbase shall confirm such Loan by sending a confirmation to the Company. Unless otherwise agreed, the Company will transfer to Coinbase Collateral with a market value at least equal to the margin percentage of the market value of the Loaned Asset (as defined in the MLA). The Company has agreed to pay Coinbase a loan fee (the “Loan Fee”) owed on each Loan, and Coinbase shall pay the Company any fee or amount owed, if applicable. Any Loan Fee payable hereunder will be calculated daily based on a 365-day year for the actual number of days a Loan is open, by reference to the Loaned Assets outstanding on each day under a Loan, based on the Loan Fee Rate and subject to the terms of the MLA. Additionally, Coinbase will be entitled to receive all Distributions (as defined in the MLA) made on or in respect of the Loaned Digital Assets (as defined in the MLA) which are not otherwise received by Coinbase, to the full extent it would be so entitled if the Loaned Digital Assets had not been lent to the Company. Pursuant to the terms of the MLA, each of the Company and Coinbase have agreed that promptly upon (and in any event within five business after) demand by either party, the other party will furnish the demanding party with its most recent audited and unaudited financial statements and any other financial statements mutually agreed upon by the Company and Coinbase, and subject to certain conditions. The MLA additionally contains certain customary events of default, including but not limited to (i) if the Company fails to transfer any Loaned Assets to Coinbase upon termination of the Loan as required by the MLA, (ii) if Coinbase fails to transfer any Collateral to the Company upon termination of the Loan as required by the MLA, (iii) if an insolvency event occurs with respect to either the company or Coinbase, (iv) if either party notifies the other of its inability to or its intention not to perform its obligations pursuant to the MLA or otherwise disaffirms, rejects or repudiates any of its obligations pursuant to the MLA, and (v) If any representation made by either party in respect of the MLA or any Loan or Loans pursuant to the MLA is incorrect or untrue in any material respect during the term of any Loan made pursuant to the MLA. If such Events of Default occur, the Coinbase will have the right to, among others and in addition to any other remedies provided in the MLA (a) purchase a like amount of Loaned Digital Assets (“Replacement Digital Assets”) in a commercially reasonable manner, (b) to sell any Collateral in a commercially reasonable manner, (c) freeze or otherwise suspend access to the Collateral, Accounts and/or certain accounts and (d) to apply and set off the Collateral and any proceeds thereof against the payment of the purchase price for such Replacement Digital Assets and any amounts due to Coinbase pursuant to the MLA. 22 Contractual Obligations Our contractual obligations are included in our notes to the condensed financial statements included in Part I, Item I of this Quarterly Report. To the extent that funds generated from our operations, together with our existing capital resources, are insufficient to meet future requirements, we will be required to obtain additional funds through equity or debt financings. No assurance can be given that any additional financing will be made available to us or will be available on acceptable terms should such a need arise. Inflation The 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 Risk Management and Strategy We 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. Managing Material Risks & Integrated Overall Risk Management We 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. Oversee Third-party Risk Because we are aware of the risks associated with third-party service providers, we have implemented stringent processes to oversee and manage these risks. 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. Risks from Cybersecurity Threats We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing. Known Trends, Events and Uncertainties The Company is subject to risks and uncertainties common to companies in the technology and social media industry, including but not limited to, development by competitors of new products and applications, dependence on key personnel, protection of proprietary technology, and the ability to secure additional capital to fund operations. In addition, the consequences of the ongoing geopolitical conflicts, such as the ongoing conflict between Russia and Ukraine and the ongoing conflict between Israel and Hamas, including related sanctions and countermeasures, and the effects of rising global inflation, are difficult to predict, and could adversely impact geopolitical and macroeconomic conditions, the global economy, and contribute to increased market volatility, which may in turn adversely affect our business and operations. Additionally, recent changes to U.S. policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, tariffs, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. Although we cannot predict the impact, if any, of these changes to our business, they could adversely affect our business. For a further discussion of factors that may affect future operating results see the sections entitled “Risk Factors.” Other than as discussed above and elsewhere in this report, we are not aware of any trends, events or uncertainties that are likely to have a material effect on our financial condition. Item 3. Quantitative and Qualitative Disclosures about Market Risk The Company is not required to provide the information required by this Item as it is a smaller reporting company. 23 Item 4. Controls and Procedures . Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e)) (the “Exchange Act”). Based on the foregoing evaluation, our principal executive officer and principal financial officer concluded that, as of March 31, 2025, our disclosure controls and procedures were effective. Disclosure controls and procedures are designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in its reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Management’s Report on Internal Control Over Financial Reporting Our management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2025, based on the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 Framework). Based on this evaluation, our principal executive officer and principal financial officer have concluded that our internal controls over financial reporting as of March 31, 2025, were effective. Changes in Internal Control Over Financial Reporting There were no changes in internal controls over financial reporting during the three months ended March 31, 2025. Inherent Limitations of the Effectiveness of Controls Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. A control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. 24 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We are not currently a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect on us or our business. Item 1A. Risk Factors. The following description of risk factors includes any material changes to risk factors associated with our business, financial condition and results of operations previously disclosed in “Item 1A. Risk Factors” of our Annual Report. Our business, financial condition and operating results can be affected by a number of factors, whether currently known or unknown, including but not limited to those described below, any one or more of which could, directly or indirectly, cause our actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, operating results, and stock price. The following discussion of risk factors contains forward-looking statements. These risk factors may be important to understanding other statements in this Quarterly Report. The following information should be read in conjunction with the condensed consolidated financial statements and related notes in Part I, Item 1, “Financial Statements” and Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report. Our indebtedness could adversely affect our financial health and prevent us from fulfilling our debt obligations. In May 2025, we entered into the MLA with Coinbase and Coinbase, Inc. pursuant to which Coinbase may lend us certain digital assets or cash. As of the date of this Quarterly Report, we have received $500,000 under the MLA and the principal amount outstanding as of the date of this Quarterly Report is $500,000. The borrowings under the Master Loan are collateralized by approximately $1.25 million of bitcoin as of the date of this Quarterly Report. Our indebtedness could, among others: ● increase our vulnerability to general adverse economic and industry conditions; ● require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions, research and development efforts and other general corporate purposes; ● limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; ● place us at a competitive disadvantage compared to our competitors that have less debt; ● result in greater interest rate risk and volatility; ● limit our ability to borrow additional funds; and ● make it more difficult for us to satisfy our obligations with respect to our debt, including our obligation to repay the MLA under certain circumstances, or refinance our indebtedness on favorable terms or at all. In addition, if the value of bitcoin declines precipitously, the value of our collateral under the MLA would also decline. In such case, we could be required to provide Coinbase with additional collateral. If we are unable to do so, we could default under the MLA, which could have a material adverse effect on our operations, liquidity, financial condition, and results of operations. Our ability to meet our expenses and debt obligations will depend on our future performance, which will be affected by financial, business, economic, regulatory, and other factors. We will be unable to control many of these factors, such as economic conditions. We cannot be certain that we will continue to have sufficient capital to allow us to pay the principal and interest on our outstanding debt and meet any other obligations. If we do not have enough money to service our debt, we may be required, but unable to refinance all or part of our existing debt, sell assets, borrow money, or raise equity on terms acceptable to us, if at all, and Coinbase could sell any collateral in a commercially reasonable manner and freeze certain of our accounts, among other measures. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds During the three months ended March 31, 2025, the Company issued 2,982 shares of its Series A Preferred as dividends pursuant to the terms of the Series A Certificate of Designation. During the three months ended March 31 , 2025, the Company issued 68,881 shares of common stock with a fair market value of $ 421,109 for services rendered and to be rendered to the Company, which such issuance was made in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder for transactions not involving a public offering. During the three months ended March 31 , 2025 , the Company issued 5,000 shares of common stock upon the conversion of 400 shares of Series B Preferred at a conversion price of $4.00 per share. During the three months ended March 31 , 2025 , the Company issued 5,293 shares of common stock with a value of $19,620 as a dividend for the Series B Preferred, pursuant to the terms of the Series B Certificate of Designation. Share Repurchase Program Period Total number of shares (or units) purchased Average price paid per share (or unit) Total number of shares (or units) purchased as part of publicly announced plans or programs Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs January 1, 2025, to January 31, 2025 - $ - - February 1, 2025, to February 28, 2025 - - - March 1, 2025, to March 31, 2025 79,377 3.76 79,377 $ 701,793 Total 79,377 $ 3.76 79,377 $ 701,793 On March 7, 2025, the Board of Directors approved a share repurchase program authorizing the Company to purchase up to an aggregate of $1 million of the Company’s common stock through December 31, 2025. The share repurchase program is in accordance with Rule 10b-18 of the Exchange Act. Subject to applicable rules and regulations, the shares may be purchased from time to time in the open market or in privately negotiated transactions. Such purchases will be at times and in amounts as the Company deems appropriate, based on factors such as market conditions, legal requirements and other business considerations. Item 3. Defaults upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information Except as set forth under Item 2 above, there is no other information required to be disclosed under this item which has not been previously disclosed. 25 Item 6. ExhibitS Incorporated by Reference No. Description Form File No. Exhibit Filing Date 10.1 Form of Coinbase Prime Broker Agreement 8-K 001-42388 10.1 January 7, 2025 10.2 Master Loan Agreement, dated as of May 12, 2025, by and among the Company, Coinbase Credit, Inc. and Coinbase Inc. 8-K 001-42388 10.1 May 13, 2025 31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** Furnished herewith. 26 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Thumzup Media Corporation By: /s/ Robert Steele Robert Steele Chief Executive Officer (Principal Executive Officer) Date: May 15, 2025 By: /s/ Isaac Dietrich Isaac Dietrich Chief Financial Officer (Principal Financial and Accounting Officer) Date: May 15, 2025 27