What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-15 compared with 2024-11-14 · 342 added, 392 removed, 11 unchanged (99% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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.

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:

related to the impact of the COVID-19 global pandemic, such as the scope and duration of the outbreak, government actions and restrictive

measures implemented in response, material delays and cancellations of projects, and other impacts to the business;

ability to raise capital when needed and on acceptable terms and conditions;

ability to manage credit and debt structures from debt holders;

ability to generate revenues and manage the growth of our business;

economic conditions;

ability to attract and retain management, and to integrate and maintain technical information and management information systems.

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.

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.

used herein, “we,” “us,” “our,” the “Company,” “Thumzup®,” means Thumzup®

Media Corporation unless otherwise indicated.

Thumzup® operates in a single business segment which is social media marketing.

has a mobile iPhone and Android application called “Thumzup®” that connects brands and people who use and love these

For the advertiser, Thumzup® incentivizes ordinary people to become paid content creators and post authentic valuable posts

on social media about the advertiser and its products.

Company was incorporated on October 27, 2020, under the laws of the State of Nevada.

Its headquarters are located in Los Angeles, CA.

The Company has never been the subject of any bankruptcy or receivership.

The Company has never engaged in any material reclassification,

merger, or consolidation of the Company.

The Company has not acquired or disposed of any material amount of assets except in the normal

course of business.

February 2022, the Company was admitted to the Over-The-Counter Venture Market quotation system (OTCQB) under the symbol TZUP.

to list our common stock on the Nasdaq under the symbol “TZUP”.

This offering will not be consummated until we have received

Nasdaq approval of our application.

There is currently very limited trading of our Common Stock,

and an active trading market may never develop.

Products and Services

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

The Thumzup® App works on both iPhone

and Android mobile operating systems and connects brands and people who use and love these brands.

For the Advertiser, Thumzup® incentivizes

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

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

Immense value and opportunity have been

created through the democratization of ride sharing, hospitality, finance and other industries.

The Thumzup® tools are designed to

facilitate this democratization trend for the consumer and the Advertiser within the online marketing and advertising space.

Company has built the technology to support an influencer and “gig” economy community around its Thumzup® App.

This technology

and community are designed to generate scalable authentic product posts and recommendations for advertisers on social media.

It is designed

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

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

across Greater Los Angeles.

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

through enhanced social media interaction.

Media Marketing Software Technology

Thumzup® mobile App enables Creators, to select from brands advertising on the App and get paid to post about the advertiser on social

Once the Thumzup® Creator selects the brand and takes a photo using the Thumzup® App, the Thumzup® App posts the photo

and a caption to the Creator’s social media accounts.

The advertiser then reviews and approves the post for payment and the Creator

can cash out whenever they choose through popular digital payment systems.

For the advertiser, the Thumzup® system enables brands

to get real people to promote their products to their friends.

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

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

We feel this demonstrates a significant need among advertisers for new methods of messaging to potential customers.

We believe Thumzup’s

ability to scale brand messages from the general population on social media could be part of addressing this substantial need in the

recent Nielsen report found 81% of consumers believe friends and family are the most reliable sources of information about products(2).

According to a Emplifi article, 64% of millennials recommend a product at least once a month(3), and according to a 2019 Morning Consult

survey, 86% of Gen Z and millennials would post content for monetary compensation(4).

Further, according to a 2020 IZEA Insights Study,

67% of social media consumers aspire to be paid social media influencers(5).

According to a 2023 Bankrate, 48% of social media users

have impulsively purchased a product seen on social media(6).

Lastly, 85% of Gen Z says social media impacts purchase decisions according

to a 2023 Retail Dive Survey(7).

average American adult spent 7 hours and 58 minutes per day using digital media in 2020 according to a 2020 eMarketer Report(8).

amount of daily usage has increased significantly since 2019, again according to an eMarketer Report(8), and the Company believes such

usage will continue to accelerate.

The Company empowers businesses that want to interact with these Creators and provides tools and data

so they can increase consumer awareness and expand their customer bases.

the past decade, social media platforms like Instagram, Facebook, Twitter, Pinterest, and TikTok have achieved mass worldwide consumer

acceptance and created hundreds of billions of dollars in shareholder value.

This worldwide viral growth demonstrates that compelling

new social media platforms which present the right combination of experience and value, will attract Creators who will invest significant

amounts of time on the platforms.

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

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

gig economy opportunities.

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

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

Company believes that the Thumzup® App is a conduit for Advertisers to connect directly with consumers.

The Company will need to

secure enough advertisers to make the App an attractive platform for adoption and scalability, and to ensure that the platform is interesting

enough for the Creators to return to on a regular basis.

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

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

https://www.nielsen.com/news-center/2015/still-recommended-by-friends-and-relatives-the-most-authentic-advertising-according-to-consumers-the-most-trusted-on-brand-websites/

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

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

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

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

https://www.retaildive.com/news/generation-z-social-media-influence-shopping-behavior-purchases-tiktok-instagram/652576/

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

Advisory Board Member

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

Known for his work in

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

His extensive background

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

Jon will play a key role

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

Company owns the copyrights to the source code for the Thumzup® App on the iPhone iOS and Android operating mobile operating systems

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

The Company also owns the source code for the “backend” system

that administrates the Thumzup® App, tracks payments and advertising campaigns.

Thumzup® thumb logo is a registered trademark owned by Thumzup® Media

Corporation, Reg.

6,842,424, registered Sep.

On April 13, 2021, the Company filed a trademark application ser.

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.

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”);

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.

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.

Master Loan Agreement

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).

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.

Patent and Trademark Office (“USPTO”) for the word mark THUMZUP, which was granted registration

on June 21, 2022, resulting in reg.

Also on April 13, 2021, the Company filed a trademark application ser.

for the Thumzup® logo, featuring a stylized hand with an upwardly extended thumb.

Meta Platforms, Inc.

(which owns and operates

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

Thumzup® agreed to not use the logo as a

reaction to a post and Meta Platforms, Inc.

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

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

Once the Advertiser approves a post for payment, the platform

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

platform enables the Advertiser to screen posts so that the Advertiser only pays for posts that are commercially valuable and rewards

Creators for posts that have images and text that represent the Advertiser in a positive manner.

Thumzup® Advertisers are charged a “Per Post Fee.” By way of illustration, an Advertiser that buys 100,000

posts from Thumzup®, to pay out $10 per post to Thumzup® Creators, would purchase the posts for $13.00 each or $1,300,000.

Creators in this illustration would receive a total of $1,000,000 and Thumzup® would retain $300,000 for its services.

platform would facilitate 100,000 posts for the Advertiser from Thumzup® Creators sharing with their friends about their endorsed

products on social media.

Thumzup® App is designed to generate scalable social media authentic social media content for Advertisers.

It is designed to connect

Advertisers with individuals who are willing to authentically promote their products online.

The Company envisions that many gig economy

workers will be ideal candidates to become Creators posting on Thumzup®.

Imagine a gig economy driver waiting for their next fare

who takes a moment to post about the good experience they had at their lunch spot where they are waiting.

Imagine a gig economy worker

on a laptop at a coffee shop doing a graphic design project from a gig economy site who takes a moment to post about the coffee shop

where they are working on Thumzup®.

The Company believes that Thumzup® can readily provide extra income for this existing pool

of gig economy workers.

The Company believes these gig economy workers will be able to provide quality Thumzup® posts on social media

for which Advertisers will be willing to pay.

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

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

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

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

Key Metrics as of November 8, 2024

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

559 advertisers since inception.

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

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

and how the disclosure should be presented.

These rules are codified in the Code of Federal Regulations, 16 CFR Part 255.

Specifically,

the FTC requires that influencers disclose any financial, employment, personal, or family relationship with a brand.

Influencers must

disclose financial relationships and consideration paid including any money, discounted products or other benefits paid to the influencer.

Creators on the Thumzup® platform are being paid to post about Thumzup® advertisers.

Thumzup® puts #ad in each post made

on its platform to disclose that the creator has been paid to make the post.

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

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

However, the Company was only recently formed, has not

yet established profitable operations and has incurred losses since inception.

These factors raise substantial doubt about the ability

of the Company to continue as a going concern.

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

through loans or through sales of its common stock.

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

capital or in achieving profitable operations.

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

from the outcome of these uncertainties.

Company is a beginning revenue, software and services company that has primarily relied on equity funding for its operations.

30, 2024 and December 31, 2023, the Company had cash balances 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 in operating activities, respectively.

The Company has an accumulated deficit at September 30, 2024 and December 31, 2023 of $7,038,071 and $5,691,803 respectively, and the

Company may need to raise additional funding in order to continue as a going concern.

OF OPERATIONS

MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

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

2024 and 2023.

For the Three Months ended

September 30,

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.

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,

Operating Expenses

1 unchanged sentence

Other Income (Expense)

Net Income (Loss) Available to Common Stockholders

Net (Loss) Attributable to Common Stockholders

$ (2,155,087 )

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

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

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

decrease of $275,670.

The decrease in operating expenses was caused by:

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

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

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

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

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

$49,852 during the same period in 2024.

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

Loss from operations

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

an decrease of $275,748 for the reasons stated above.

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

the three months ended September 30, 2024 and 2023, the Company had $859 and $(27,937) in interest income and expense, respectively,

primarily related to interest on the liquidated damages in 2023.

Loss available to common shareholders

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

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

MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

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

2024 and 2023.

For the Nine Months ended

September 30,

Operating Expenses

Loss from Operations

Other Income (Expense)

Net Income (Loss) Available to Common Stockholders

$ (1,824,375 )

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.

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 .

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

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

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

a decrease of $849,153.

The decrease in operating expenses was caused by:

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

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

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

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

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

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

$136,939 during the same period in 2024.

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

Loss from operations

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

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

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

nine months ended September 30, 2024 and 2023, the Company had $2,147 and $63,161 in interest income and expense, respectively, primarily

related to interest on the liquidated damages in 2023.

Loss available to common shareholders

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

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

and capital resources

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

As of September

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

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

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

30, 2024 and 2023, respectively.

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

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

Net Loss from operations

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.

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

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

During the nine months ended September 30, 2023, there were $108,313

in capitalized development costs and $6,327 used for the purchase of equipment.

cash provided by financing activities was $1,081,228 for the nine months ended September 30, 2024, comprised of $140,000 from the issuance

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

net proceeds from the sale of common stock.

Net cash provided by financing activities was

$1,017,304 for the nine months ended September 30, 2023, comprised of $33,000 from the sale of common stock related to the sale of common

stock in a prior period and $984,304 from the Company’s offering under Regulation A+, net offering costs of $9,946.

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

might have on its operations in the future.

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.

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.

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.

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.

Concern and Required Capital over the Next Fiscal Year

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.

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 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.

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.

A Preferred Stock

September 21, 2022, we entered into a Securities Purchase Agreement with four accredited investors (the “Series A Securities Purchase

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

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”).

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.

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.

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

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.

Series A Preferred was offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities

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.

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.

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

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.

Master Loan Agreement

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.

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).

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.

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

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.

Our contractual

obligations are included in our notes to the condensed financial statements included in Part I, Item I of this Quarterly

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.

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

Management and Strategy

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

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

Material Risks & Integrated Overall Risk Management

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

of cybersecurity risk management.

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

processes at every level.

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

objectives and operational needs.

Third-party Risk

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

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

to ensure compliance with our cybersecurity standards.

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

and implementing complementary controls.

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

originating from third parties.

from Cybersecurity Threats

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

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

References in this section to any of our

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

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

into Underwriting Agreement

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

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

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

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

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

The Common Stock was offered pursuant to a registration statement

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

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

Securities and Exchange Commission (the “Commission”)

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

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

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

relationship between the parties.

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

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

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

parties to those documents and agreements.

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

filings with the Commission.

October 30, 2024, the Company closed the Offering.

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

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

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

The Common Stock was previously approved for

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

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

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

of Stock Options

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

employees and contractors (“Stock Option Agreements”).

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

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

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

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

Steele, Executive Employment Agreement

May 30, 2024, the Company and Mr.

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

as the Chief Executive Officer of the Company.

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

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

and applicable wage payment and withholdings laws and requirements.

Additionally, the Executive’s Base Salary will increase from

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

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

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

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

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

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

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

Dietrich, Executive Employment Agreement

May 30, 2024, the Company and Mr.

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

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

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

and applicable wage payment and withholdings laws and requirements.

Additionally, the Executive’s Base Salary will increase from

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

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

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

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

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

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

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

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

The monitoring includes annual assessments of the SOC reports of our providers and implementing complementary controls.

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

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.

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

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.

Quantitative and Qualitative Disclosures about Market Risk

Company is not required to provide the information required by this Item as it is a smaller reporting company.

The Company is not required to provide the information

required by this Item as it is a smaller reporting company.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis