What changed in this filing

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Item 1. Financial Statements

2025-05-15 compared with 2024-11-14 · 660 added, 550 removed, 97 unchanged (93% of the section changed)

FINANCIAL STATEMENTS

Media Corporation

to the Condensed Financial Statements

Condensed Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023

Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)

Condensed Statements of Changes in Stockholder’s Equity (Deficit) for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)

Condensed Statements of Cash Flows for the Nine Months ended September 30, 2024 and 2023 (unaudited)

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

Condensed Statements of Operations for the Three Months Ended March 31, 2025 and 2024 (unaudited)

Condensed Statements of Changes in Stockholder’s Equity (Deficit) for the Three Months Ended March 31, 2025 and 2024 (unaudited)

Condensed Statements of Cash Flows for the Three Months ended March 31, 2025 and 2024 (unaudited)

Notes to the Condensed Financial Statements (unaudited)

MEDIA CORPORATION

BALANCE SHEETS

September 30,

THUMZUP MEDIA CORPORATION

CONDENSED BALANCE SHEETS

Current assets:

Other receivable

Prepaid expenses

1 unchanged sentence

Property and equipment, net

Digital assets, net

Capitalized software costs, net

2 unchanged sentences

Accounts payable and accrued expenses

Notes payable - related party

Accrued payroll and related

Total current liabilities

10 unchanged sentences

9,479,709 and 9,400,535 shares issued and outstanding, respectively

Treasury stock, at cost;

79,377 and 0 shares of common stock, respectively

Additional paid in capital

1 unchanged sentence

( 9,691,708 )

( 5,691,803 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

accompanying notes are an integral part of these unaudited condensed financial statements.

MEDIA CORPORATION

STATEMENTS OF OPERATIONS

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

The accompanying notes are an integral part of these

unaudited condensed financial statements.

THUMZUP MEDIA CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31,

Operating Expenses:

Cost of revenues

Sales and marketing

5 unchanged sentences

( 1,735,942 )

( 2,147,023 )

Other Income (Expense):

Liquidated damages expense

Impairment of intangible asset (bitcoin)

Unrealized gain on intangible asset (bitcoin)

Interest income (expense)

2 unchanged sentences

( 2,135,462 )

( 1,297,560 )

( 2,941,836 )

Provision for Income Taxes (Benefit)

1 unchanged sentence

$ ( 327,947 )

$ ( 1,297,560 )

$ ( 2,941,836 )

Dividends on preferred stock

2 unchanged sentences

$ ( 330,712 )

$ ( 1,346,269 )

$ ( 2,949,450 )

Net Income (Loss) Per Common Share:

Weighted Average Common Shares Outstanding:

accompanying notes are an integral part of these unaudited condensed financial statements.

MEDIA CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Subscriptions

at June 30, 2024

$ ( 6,573,235 )

Stock issued for services rendered and to be rendered

Stock issued for Series B dividend

Stock issued for Series A conversion

Series A issued for dividends

at September 30, 2024

$ ( 7,038,071 )

Subscriptions

at June 30, 2023

$ ( 4,203,292 )

$ ( 229,829 )

Series A issued for dividends

Series A issued for liquidated damages

stock issued for Reg A+ offering

stock issued for liquidated damages and accrued interest

Stock issued for services rendered

Stock offering costs

loss attributable to common shareholders

( 1,113,781 )

at September 30, 2023

$ ( 5,317,073 )

accompanying notes are an integral part of these unaudited condensed financial statements.

MEDIA CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Subscriptions

at December 31, 2023

$ ( 5,691,803 )

Stock issued for investment, net

Stock issued for services rendered and to be rendered

Stock issued for Series A conversion

Stock issued for Series B dividend

B issued for investment

Series A issued for dividends

costs - Preferred Series B

The accompanying notes are an integral part of these unaudited

condensed financial statements.

THUMZUP MEDIA CORPORATION

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

Preferred Stock

Balance at December 31, 2024

$ ( 9,691,708 )

Common Stock issued and options for services rendered and to be rendered

Common Stock issued for Series B dividend

Common Stock issued for Series B conversion

Preferred Series A issued for dividends

Purchases of Treasury Stock

Net loss attributable to Common Stockholders

( 2,155,087 )

at September 30, 2024

( 2,155,087 )

Subscriptions

at December 31, 2022

Balance at March 31, 2025

$ ( 298,207 )

$ ( 11,846,795 )

Series A issued for dividends

Series A issued for liquidated damages

Stock issued for services rendered

Stock issued for Reg A + offering and cash

Stock offering costs

subscription receivable received

stock issued for liquidated damages and accrued interest

loss attributable to common shareholders

Preferred Stock

Balance at December 31, 2023

$ ( 5,691,803 )

at September 30, 2023

Common Stock issued for cash, net

Common Stock issued for services rendered and to be rendered

Common Stock issued for Preferred Series A conversion

Preferred Series B issued for cash

Preferred Series A issued for dividends

Balance at March 31, 2024

$ ( 6,022,515 )

accompanying notes are an integral part of these unaudited condensed financial statements.

MEDIA CORPORATION

STATEMENTS OF CASH FLOWS

For the Nine Months Ended

September 30,

The accompanying notes are an integral part of these

unaudited condensed financial statements.

THUMZUP MEDIA CORPORATION

CONDENSED STATEMENTS OF CASHFLOWS

For the Three Months Ended March 31,

Cash flows from operating activities:

Net loss attributable to common stockholders

$ ( 2,155,087 )

3 unchanged sentences

Stock issued for services

Stock issued for loss on settlement of liquidated damages and accrued interest

Impairment of intangible asset (bitcoin)

Unrealized gain on intangible asset (bitcoin)

Changes in operating assets and liabilities:

Prepaid expenses

Accrued payroll and related

Accounts payable and accrued expenses

1 unchanged sentence

( 1,262,389 )

( 1,911,767 )

Cash flows from investing activities:

Purchases of property and equipment

Purchases of intangibles (Bitcoin)

( 2,001,246 )

Capitalized software costs

Net cash used in investing activities

( 2,085,065 )

Cash flows from financing activities:

Purchases of treasury stock

Proceeds from sale of common stock

2 unchanged sentences

Proceeds from loan - related party

Net cash provided by financing activities

Net (decrease) in cash

Net cash (used in) provided by financing activities

Net (decrease) increase in cash

( 3,645,661 )

6 unchanged sentences

Preferred Series A shares issued for dividends

Prepaid expenses paid for by issuance of common stock

Common shares issued for Preferred Series B dividends

accompanying notes are an integral part of these unaudited condensed financial statements.

Media Corporation

to the Condensed Financial Statements (Unaudited)

1 - Business Organization and Nature of Operations

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, 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

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.

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.

2 – Going Concern

accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States

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

However, the Company was only recently formed, has not

yet established profitable operations and has incurred losses since inception.

These factors raise substantial doubt about the ability

of the Company to continue as a going concern.

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

through loans or through sales of its common stock.

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

capital or in achieving profitable operations.

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

from the outcome of these uncertainties.

Company recognized its first revenues in December 2021.

It has been reliant on equity funding for its operations.

At September 30, 2024

and December 31, 2023, the Company had a cash balance of $ 110,246 and $ 259,212 , respectively.

For the nine months ended September 30,

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

For the nine months ended September

30, 2024, the Company raised approximately $ 161,228 , net of offering expenses of $ 1,628 , from the sale of 36,256 shares of its common

stock and approximately $ 805,000 from the sale of 16,100 shares of Preferred Series B stock, less issuance costs of $ 25,000 .

may need to raise additional funding and manage expenses in order to continue as a going concern.

3 – Summary of Significant Accounting Policies

of Presentation - Unaudited Interim Financial Information

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

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.

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 our Annual Report on Form 10-K for the fiscal year ended December

31, 2023 as filed with the SEC on March 20, 2024 (the “Annual Report”).

The December 31, 2023 balance sheet is derived from

those restated financial statements.

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.

assumptions and estimates could have a material effect on the financial statements.

The accompanying notes are an integral part of these unaudited

condensed financial statements.

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

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.

2 – Going Concern and Management’s Liquidity Plans

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.

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.

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.

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

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.

Note 3 – Summary of Significant Accounting

Basis of Presentation - Unaudited Interim Financial

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 and capitalized software costs.

Actual results may differ from these estimates.

and Cash Equivalents

and cash equivalents include all cash on hand, demand deposits and short-term investments with original maturities of three months or

less when purchased.

of September 30, 2024 and December 31, 2023, the Company’s cash and cash equivalents consisted of $ 110,246

and $ 259,212 ,

respectively.

The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times

may be in excess of the federally insured limit of $ 250,000

The Company minimizes this risk by

placing its cash deposits with major financial institutions.

At September 30, 2024 and December 31, 2023, the uninsured balances amounted

respectively.

There is a risk the Company may lose uninsured balances over the FDIC insurance limit.

of September 30, 2024 and December 31, 2023, the Company had $ 52,072 and $ 6,321 in prepaid expenses, respectively.

The Company’s

prepaid expenses as of September 30, 2024 and December 31, 2023 were primarily for marketing, filing, and listing fees for services not

yet rendered.

and Equipment

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

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.

estimated useful life for computer equipment is three years.

We evaluate the appropriateness of remaining depreciable lives assigned

to computer equipment at the end of each fiscal year.

Depreciation expense for the three months ended September 30, 2024 and 2023 was

$ 701 and $ 1,000 , respectively.

Depreciation expense for the nine months ended September 30, 2024 and 2023 was $ 2,426 and $ 2,293 , respectively.

Software Development Costs

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.

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 nine months ended September 30, 2024 and 2023, we capitalized $ 175,770 and $ 108,313

of costs related to the development of software applications, respectively.

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

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.

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.

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.

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.

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.

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

$ 8,560 for the for the three months ended September 30, 2024 and 2023, respectively.

Amortization of capitalized software costs was $ 65,082

and $ 14,364 for the for the nine months ended September 30, 2024 and 2023, respectively.

The balance of capitalized software was $ 253,302

and $ 142,614 , net of accumulated amortization of $ 90,981 and $ 25,899 at September 30, 2024 and December 31, 2023, respectively.

Company evaluates its capitalized software costs for impairment annually, at year-end.

As of December 31, 2023, the Company determined

no impairment of its capitalized software costs was warranted.

Company recognizes revenue when services are realized.

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.

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:

the contract(s) with a customer;

the performance obligation in the contract;

the transaction price;

the transaction price to the performance obligations in the contract;

revenue when (or as) the Company satisfies a performance obligation.

derive our 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.

Our sole performance obligation in the transaction is to connect clients

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.

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:

Identify the contract(s) with a customer;

Identify the performance obligation in the contract;

Determine the transaction price;

Allocate the transaction price to the performance obligations in the contract;

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.

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).

We have concluded that we are the agent in our current transactions as we arrange 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 we are 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.

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

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

The percentage fee the Company charges is not variable.

of Goods Sold

Company classifies its credit card transaction fees as cost of goods sold.

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.

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.

Company has no tax positions as of September 30, 2024 and December 31, 2023 for which the ultimate deductibility is highly certain but

for which there is uncertainty about the timing of such deductibility.

Company recognizes any interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

For the period ending September 30, 2024 and 2023, the Company recognized no interest and penalties.

Earnings (Loss) Per Common Share

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 period.

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.

computation of basic and diluted income (loss) per share, for the three and nine months ended September 30, 2024 and 2023 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.

dilutive securities excluded from the computation of basic and diluted net loss per share are as follows:

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.

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.

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.

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

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.

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.

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

September 30,

Common shares issuable upon exercise of options

Common shares issuable upon exercise of warrants

Common shares issuable upon conversion of preferred stock

Total potentially dilutive shares

Accounting Pronouncements

November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,”

which will add required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help

investors understand how the chief operating decision maker (“CODM”) evaluates segment expenses and operating results.

new standard will also allow disclosure of multiple measures of segment profitability, if those measures are used to allocate resources

and assess performance.

The amendments will be effective for public companies for fiscal years beginning after December 15, 2023, and

interim periods within fiscal years beginning after December 15, 2024.

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.

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

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

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

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.

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.

We are currently evaluating the impact

of this accounting standard update on our financial statements.

December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” which requires

disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital

allocation decisions.

The standard will be effective for public companies for fiscal years beginning after December 15, 2024.

Early adoption

is permitted.

We are currently evaluating the impact of this accounting standard update on our financial statements.

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.

4 – Non-Convertible Notes

August 26, 2024, the Company entered into a Promissory Note with a related-party, Westside Strategic Partners, LLC, which is controlled

by one of the Company’s directors, Robert Haag.

The note is in the principal amount of $ 60,000 and carries an interest rate of

10 % per annum.

The note matures on the earlier of (i) October 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq .

There is a default interest rate of 15 % and the note can be prepaid without penalty.

the nine months ended September 30, 2024, the Company received $ 60,000 from the issuance of the note.

During the three and nine months

ended September 30, 2024, the note incurred interest of $ 575 .

As of September 30, 2024, the note had outstanding principal amount and

accrued interest of $ 60,000 and $ 575 , respectively.

On October 30, 2024, the Company repaid principal of $ 60,000 together with accrued

interest of $ 1,068 .

The note is retired.

September 24, 2024, the Company entered into a Promissory Note with a related-party, Westside Strategic Partners, LLC, which is controlled

by one of the Company’s directors, Robert Haag.

The note is in the principal amount of $ 80,000 and carries an interest rate of

10 % per annum.

The note matures on the earlier of (i) October 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq .

There is a default interest rate of 15 % and the note can be prepaid without penalty.

the nine months ended September 30, 2024, the Company received $ 80,000 from the issuance of the note.

During the three and nine months

ended September 30, 2024, the note incurred interest of $ 132 .

As of September 30, 2024, the note had outstanding principal amount and

accrued interest of $ 80,000 and $ 132 , respectively.

On October 30, 2024, the Company repaid principal of $ 80,000 together with accrued

interest of $ 789 .

The note is retired.

5 – Shareholders’ Equity

Company is authorized to issue 25,000,000 shares of preferred stock, par value $ 0.001 per share.

September 26, 2022, the Company submitted a Certificate of Designation to the Secretary of State of Nevada designating 1,000,000 shares

of preferred stock as Series A Preferred (“Series A Preferred”).

Each shareholder shall have 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 initially converts into 15 shares of Common Stock at a reference rate of

$ 3.00 per share of Common Stock subject to adjustments.

holders of Series A Preferred shall be 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 Certificate of Designations.

January 18, 2024, a holder converted 556 shares of Series A preferred into 8,340 shares of common stock.

March 15, 2024, the Company issued 2,765 Series A shares as a dividend.

June 15, 2024, the Company issued 2,819 Series A shares as a dividend.

September 15, 2024, the Company issued 2,874 Series A shares as a dividend.

September 20, 2024, the Company converted 187 Series A shares into 2,809 common shares.

September 30, 2024 and December 31, 2023, the Company had 150,485 and 142,769 Series A preferred shares issued and outstanding, respectively.

March 5, 2024, the Company submitted a Certificate of Designation to the Secretary of State of Nevada designating 40,000 shares of preferred

stock as Series B Preferred (“Series B Preferred”).

Each shareholder shall have 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 initially converts into 10 shares of Common Stock at a reference rate of $ 5.00 per

share of Common Stock subject to adjustments.

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.

holders of Series B Preferred shall be 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 common shares 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 nine months ended September 30, 2024, the Company issued 16,100 Series B shares for cash proceeds of $ 805,000 , less issuance costs

June 15, 2024, issued 4,647 common shares with a value of $ 18,588 as a dividend for the Series B.

September 15, 2024, issued 3,802 common shares with a value of $ 20,531 as a dividend for the Series B.

September 30, 2024 and December 31, 2023, the Company had 16,100 and 0 Series B preferred shares issued and outstanding, respectively.

Company is authorized to issue 250,000,000 million shares of common stock, par value $ 0.001 per share.

At September 30, 2024 and December

31, 2023, the Company had 7,750,342 and 7,656,488 shares issued and outstanding, respectively.

the nine months ended September 30, 2024, the Company issued 38,000 shares of common stock with a fair market value of $ 194,930 for services

rendered and to be rendered to the Company.

the nine months ended September 30, 2024, the Company issued 36,256

shares of common stock for proceeds of $ 160,218 , net

offering expenses of $ 1,789 .

the nine months ended September 30, 2024, the Company issued 11,149 shares of common stock for the conversion of 743 shares of Series

the nine months ended September 30, 2024, the Company issued 8,459 common shares with a value of $ 8,453 as a dividend for the Series

the three months ended September 30, 2024 and 2023, the Company realized losses of $ 0 and $ 392,660 respectively, for liquidated damages

contained in the Registration Rights Agreements in certain of the Company’s equity offerings for failing to file and maintain a

Registration Statement covering the shares sold in those offerings.

During the nine months ended September 30, 2024 and 2023, the Company

realized losses of $ 0 and $ 392,660 respectively, for liquidated damages contained in the Registration Rights Agreements in certain of

the Company’s equity offerings for failing to file and maintain a Registration Statement covering the shares sold in those offerings.

From September 1 to 14, 2023, the Company entered into Waiver Agreements with certain investors pursuant to which the Investors waived

certain liquidated damages owed to the Investors by the Company in exchange for the issuance to the Investors by the Company of 130,259

and 6,579 shares of common and Series A preferred stock, par value $ 0.001 and $ 0.001 per share, respectively.

As of September 30, 2024

and December 31, 2023, the accrued liquidated damages with accrued interest is $ 0 and $ 0 , respectively.

6 – Contingencies

Russia-Ukraine

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.

7 – Related Party Transactions

March 14, 2024, Westside Strategic Partners, LLC, which is controlled by one of the Company’s directors, Robert Haag, acquired

1,000 shares of our Series B Preferred Stock at $ 50 per share for a subscription in the amount of $ 50,000 .

March 20, 2024, Joanna Massey, acquired 800 shares of our Series B Preferred Stock at $ 50 per share for a subscription in the amount

of $ 40,000 .

March 15, 2024, Westside received a dividend of 580 shares of Series A Preferred Stock, per the terms of the Company’s Certificate

of Designation.

March 15, 2024, Isaac Dietrich received a dividend of 14 shares of Series A Preferred Stock, per the terms of its Certificate of Designation.

June 15, 2024, Westside received a dividend of 591 shares of Series A Preferred Stock, per the terms of the Company’s Certificate

of Designation.

June 15, 2024, Joanna Massey received a dividend of 29 shares of Series A Preferred Stock, per the terms of the Company’s Certificate

of Designation.

June 15, 2024, Westside received 289 common shares for a dividend for the Series B Preferred Stock, per the terms of the Company’s

Certificate of Designation.

June 15, 2024, Joanna Massey received 231 common shares for a dividend for the Series B Preferred Stock, per the terms of the Company’s

Certificate of Designation.

June 15, 2024, Isaac Dietrich received a dividend of 15 shares of Series A Preferred Stock, per the terms of its Certificate of Designation.

June 15, 2024, Westside received a dividend of 591 shares of Series A Preferred Stock, per the terms of the Company’s Certificate

of Designation.

August 26, 2024, Westside entered into a Promissory Note with the Company for $ 60,000 (“First Westside Note”).

Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) October 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq .

There is a default interest rate of 15 % and the note can

be prepaid without penalty.

During the three months ended September 30, 2024, $ 575 in interest accrued on the First Westside Note.

October 30, 2024, the Company repaid principal of $ 60,000 together with accrued interest of $ 1,068 .

The First Westside Note is retired.

September 15, 2024, Joanna Massey received a dividend of 30 shares of Series A Preferred Stock, per the terms of the Company’s

Certificate of Designation.

September 15, 2024, Westside received a dividend of 603 shares of Series A Preferred Stock, per the terms of the Company’s Certificate

of Designation.

September 15, 2024, Westside received 236 common shares for a dividend for the Series B Preferred Stock, per the terms of the Company’s

Certificate of Designation.

September 15, 2024, Joanna Massey received 189 common shares for a dividend for the Series B Preferred Stock, per the terms of the Company’s

Certificate of Designation.

September 15, 2024, Isaac Dietrich received a dividend of 15 shares of Series A Preferred Stock, per the terms of its Certificate of

September 24, 2024, Westside entered into a Promissory Note with the Company for $ 80,000 (“Second Westside Note”).

Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) October 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq .

There is a default interest rate of 15 % and the note can

be prepaid without penalty.

During the three months ended September 30, 2024, $ 132 in interest accrued on the Second Westside Note.

October 30, 2024, the Company repaid principal of $ 80,000 together with accrued interest of $ 789 .

The Second Westside Note is retired.

October 21, 2024, Westside entered into a Promissory Note with the Company for $ 50,000 (“Third Westside Note”).

Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) November 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq.

There is a default interest rate of 15 % and the note can

be prepaid without penalty.

On October 30, 2024, the Company repaid principal of $ 50,000 together with accrued interest of $ 123 .

Third Westside Note is retired

October 28, 2024, Westside entered into a Promissory Note with the Company for $ 20,000 (“Fourth Westside Note”).

Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) November 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq.

There is a default interest rate of 15 % and the note can

be prepaid without penalty.

On October 30, 2024, the Company repaid principal of $ 20,000 together with accrued interest of $ 11 .

Westside Note is retired

8 – Stock Options

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:

of Digital Assets Holdings

Approximate number of bitcoins held

Digital assets carrying value

Cumulative digital asset impairment losses

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:

of Digital Assets

March 31, 2025

Approximate number of bitcoins purchased

Approximate number of bitcoins sold

Digital asset purchases

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.

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.

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

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.

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.

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.

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

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.

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.

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, our Stockholders amended the

Plan to increase the number of shares issuable thereunder to 2,000,000 .

9 – Subsequent Events

Company has evaluated subsequent events from the balance sheet date through the date which the financial statements were issued.

October 28, 2024, Dr.

Joanna Massey, Paul Dickman and Isaac Dietrich were appointed to Thumzup’s Board of Directors.

Dickman are independent, as defined in the Nasdaq listing rules.

into Underwriting Agreement

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

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

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

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

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

The Common Stock was offered pursuant to a registration statement

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

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

Securities and Exchange Commission (the “Commission”)

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

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

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

relationship between the parties.

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

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

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

parties to those documents and agreements.

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

filings with the Commission.

October 30, 2024, the Company closed the Offering.

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

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

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

The Common Stock was previously approved for

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

November 1, 2024, Dawson James Securities, Inc., the underwriter of its previously announced public offering that closed on October 30,

2024, fully exercised its overallotment option to purchase an additional 213,750 shares at $ 5.00 per share, increasing the total shares

sold to 1,638,750 and gross proceeds to approximately $ 8.2 million.

Note Repayment

October 30, 2024, Thumzup repaid Westside Strategic Partners, LLC, of which a Company director Robert Haag, serves as managing member

for four bridge notes in the aggregate principal amount of $ 210,000 , together with accrued interest of $ 1,992 .

The bridge notes are retired.

of Stock Options

October 28, 2024, the Company issued Stock Option Agreements under its 2024 Equity Incentive Plan to two officers (“Officer Stock

Option Agreements”).

The Officer Stock Option Agreements are for an aggregate of 650,000 option shares and have a $ 5.00 strike

price (“Option Shares”).

The Officer Stock Option Agreements vest in four equal tranches, each consisting of 25 % of the Option

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

October 28, 2024, the Company issued Stock Option Agreements under its 2024 Equity Incentive Plan to three directors (“Directors

Stock Option Agreements”).

The Directors Stock Option Agreements are for an aggregate of 378,000 option shares, have a $ 5.00 strike

price, and vested immediately (“Option Shares”).

Should a Director resign or be removed

prior to completing full 12 month term, the remaining portion of the options that the Director was entitled to shall be clawed back pursuant

to the Company’s Compensation Recovery Policy and the discretion of the Board of Directors.

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

employees and contractors (“Employee Stock Option Agreements”).

The Employee Stock Option Agreements are for an aggregate

of 155,000 option shares and have a $ 5.47 strike price (“Option Shares”).

The Employee Stock Option Agreements vest in four

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

Steele, Executive Employment Agreement

May 30, 2024, the Company and Mr.

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

as the Chief Executive Officer of the Company.

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

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

and applicable wage payment and withholdings laws and requirements.

Additionally, the Executive’s Base Salary will increase from

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

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

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

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

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

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

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

Dietrich, Executive Employment Agreement

May 30, 2024, the Company and Mr.

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

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

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

and applicable wage payment and withholdings laws and requirements.

Additionally, the Executive’s Base Salary will increase from

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

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

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

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

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

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

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

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.

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.

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 .

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.

were no options exercised during the three months ended March 31, 2025, and 2024, respectively.

the stock option activity for the three months ended March 31, 2025, and 2024, is as follows:

of Stock Option Activity

Weighted-Average

Exercise Price

Weighted-Average

Contractual Term

Intrinsic Value

Outstanding at January 1, 2025

Cancelled/Exchanged

Outstanding at March 31, 2025

Exercisable at March 31, 2025

summary of the stock options outstanding at March 31, 2025, is as follows:

of Exercise Price of Stock Options

Exercise Price

Weighted Avg.

Remaining Life

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

the warrant activity for the three months ended March 31, 2025, is as follows:

Schedule of Warrant Activity

Weighted-Average

Exercise Price

Weighted-Average

Contractual Term

Intrinsic Value

Outstanding at January 1, 2025

Cancelled/Exchanged

Outstanding at March 31, 2025

Exercisable at March 31, 2025

summary of the warrants outstanding at March 31, 2025, is as follows:

of Exercise Price of Warrants

Exercise Price

Weighted Avg.

Remaining Life

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.

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

The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer.

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

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.

May 12, 2025, the Company entered into that certain Master Loan Agreement (the “MLA”) with Coinbase Credit, Inc.

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).

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

What changed 10-Q

Item 1. Financial Statements