What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-05-06 compared with 2021-10-29 · 108 added, 131 removed, 40 unchanged (86% of the section changed)

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Sections of this

Form 10-Q, including the Management’s Discussion and Analysis or Plan of Operation, contain “forward-looking statements”.

of this Form 10-Q, including the Management’s Discussion and Analysis or Plan of Operation, contain “forward-looking statements”.

These forward-looking statements are subject to risks and uncertainties and other factors that may cause our actual results, performance

6 unchanged sentences

“estimate,” “believe,” “intent,” “project,” and similar words and variations thereof.

Pursuant to Item

305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a

“smaller reporting company,” as defined by Rule 229.10(f)(1).

CAUTIONARY NOTE

REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report

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.

to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as

it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

NOTE REGARDING FORWARD-LOOKING STATEMENTS

quarterly report 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 on , those results may not be indicative of results or developments

in subsequent periods.

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 on , 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:

Such factors include, but

are not limited to, the following:

risks related to the impact

14 unchanged sentences

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

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee

future results or performance.

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.

Media Corporation (“Thumzup” or “Company”) was incorporated October 27, 2019, under the laws of the State of

5 unchanged sentences

to promote their products online.

App will enable 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 accounts.

For the advertiser, the Thumzup

system enables brands to get real people to promote their products to their friends, rather than displaying banner ads that people are

is an “emerging growth company” as that term is used in the Jumpstart our Business Startups Act of 2012, and as such, have

elected to comply with certain reduced public company reporting requirements.

We were formed in

October 2020 and have not yet established profitable operations or generated revenue.

For the three months ended September 30, 2021,

we incurred $295,994 in net losses due to $268,118 in software research and development expenses, $1,882 in marketing expenses, $19,448

in general and administrative expenses, $5,829 in interest expense and $720 in depreciation expense.

For the nine months

September 30, 2021, we incurred $529,758 in net losses due to $474,445 in software research and development expenses, $4,003 in marketing

expenses, $37,071 in general and administrative expenses, $13,043 in interest expense and $1,196 in depreciation expense.

SUBSEQUENT EVENTS

The Company has evaluated

subsequent events from the balance sheet date through the date which the financial statements were available to be issued and determined

there are no other events to disclose.

GOING CONCERN

The 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.

is a pre-revenue, software and services company that relies on short-term debt and equity funding for its operations.

At September 30,

2021 and December 31, 2020, the Company had a cash balance (net of restricted cash) of $243,914 and $101,317, and the Company used $573,356

to fund operating activities for the nine months ended September 30, 2021.

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

RESULTS OF OPERATIONS

THREE MONTHS ENDED

SEPTEMBER 30, 2021

The following

table set forth certain selected unaudited statement of operations data for the three months ended September 30, 2021 (the Company was

formed in October 2020).

Operating expenses

Loss from operations

Net loss from continuing operations

Net loss per common share

Operating expenses

Thumzup App will enable 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 accounts.

For the advertiser,

the Thumzup system enables brands to get real people to promote their products to their friends, rather than displaying banner ads that

people are tuning out.

Thumzup App was launched in November 2021 in a limited capacity.

To date our clients have paid more than 75 creators between $5.00 and

$10.00 each to post about our initial advertisers.

More than 500 posts have been made by our creators.

of May 4, 2022, the Company has sufficient funds to operate for six months.

The Company anticipates raising additional capital to expand

sales to new advertisers, expand acquiring new creators and to improve and further develop the technology.

Company is an “emerging growth company” as that term is used in the Jumpstart our Business Startups Act of 2012, and as such,

have elected to comply with certain reduced public company reporting requirements.

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

For the three months

ended September 30, 2021, the Company recognized a total of $290,165 in operating expenses.

The operating expenses were comprised of

$268,115 in software research and development expenses, $1,882 in marketing expenses, $19,448 in general and administrative expenses

and $720 in depreciation expense.

three months ended September 30, 2021, the Company had $5,829 in interest expense related to the senior secured convertible promissory

from operations

realized a net loss from operations of $290,165 for the three months ended September 30, 2021.

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER

The following

table set forth certain selected unaudited statement of operations data for the nine months ended September 30, 2021 (the Company was

formed in October 2020).

ended March 31, 2022 and 2021, we incurred $224,372 and $101,248 in net losses due primarily to software research and development expenses

in both periods.

Company has evaluated subsequent events from the balance sheet date through the date which the financial statements were available to

be issued and determined there are no other events to disclose.

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

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 relies on short-term debt and equity funding for its operations.

March 31, 2022 and December 31, 2021, the Company had a cash balance of $325,276 and $424,445, and the Company used $222,969 to fund

operating activities for the three months ended March 31, 2022.

The Company may need to raise additional funding and manage expenses

in order to continue as a going concern.

The Company may need to raise additional funding and manage expenses in order to continue as

a going concern.

OF OPERATIONS

MONTHS ENDED MARCH 31, 2022 AND 2021

following table set forth certain selected unaudited statement of operations data for the three months ended March 31, 2022 and 2021.

Operating expenses

2 unchanged sentences

Net loss per common share

Operating expenses

For the nine months

ended September 30, 2021, the Company recognized a total of $516,715 in operating expenses.

The operating expenses were comprised of

$474,445 in software research and development expenses, $4,003 in marketing expenses, $37,071 in general and administrative expenses

and $1,196 in depreciation expense.

nine months ended September 30, 2021, the Company had $13,043 in interest expense related to the senior secured convertible promissory

from operations

realized a net loss from operations of $516,715 for the nine months ended September 30, 2021.

Liquidity and capital resources

As of September

30, 2021, the Company had cash in the amount of $327,414, of which $83,500 was restricted, compared to cash in the amount of $201,317,

of which $100,000 was restricted, as of December 31, 2020.

As of September 30, 2021, the Company had a stockholders’ equity of

$189,055 compared to a stockholders’ deficit of $5,687, as of December 31, 2020.

The Company’s

accumulated deficit was $535,445 and $5,687 as of September 30, 2021 and December 31, 2020, respectively.

nine months ending September 30, 2021, the Company’s operations resulted in net cash used of $573,356.

used in in investing activities for the nine months ending September 30, 2021 was $6,449, used to purchase computer equipment and to

acquire intangible assets, Trademark, of $2,098.

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.

and Qualitative Disclosures about Market Risk

Pursuant to Item

305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a

“smaller reporting company,” as defined by Rule 229.10(f)(1).

the three months ended March 31, 2022, the Company recognized a total of $223,423 in operating expenses.

The operating expenses were

comprised of $146,046 in software research and development expenses, $14,861 in marketing expenses, $61,976 in general and administrative

expenses and $540 in depreciation expense.

the three months ended March 31, 2021, the Company recognized a total of $96,948 in operating expenses.

The operating expenses were comprised

of $89,588 in software research and development expenses, $970 in marketing expenses, $6,274 in general and administrative expenses and

$116 in depreciation expense.

The Company was in the beginning of its operations as the inception date was in October 2020.

the three months ended March 31, 2022 the Company had $4,443 in interest expense related to the senior secured convertible promissory

For the same period in 2021 the Company recorded interest expense of $4,300 related to the senior secured convertible promissory

Loss and net loss from operations

Company realized a net loss from operations of $219,929 and $96,948 for the three months ended March 31, 2022 and 2021, respectively.

The net loss for the same periods was $224,372 and $101,248, respectively due to minimal revenues recognized and increased operating

expenses in 2022 compared to startup operating costs in 2021.

and capital resources

of March 31, 2022, the Company had cash in the amount of $325,276 compared to cash of $424,445 as of December 31, 2021.

of March 31, 2022 and December 31, 2021, the Company had an accumulated deficit of $1,087,313 and $862,942, respectively.

the three months ending March 31, 2022 and 2021, the Company’s operations resulted in net cash used of $222,969 and $112,332, respectively.

cash used in in investing activities for the three months ending March 31, 2022 and 2021 was $0 and $7,947 used to purchase computer

equipment and to acquire intangible assets, Trademark.

cash provided by financing activities was $123,800 and 453,500 for the three months ended March 31, 2022 and 2021, respectively, due

mainly to capital raised from accredited investors for both periods.

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.

Quantitative and Qualitative Disclosures about Market Risk

to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as

it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

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