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Item 2. Management’s Discussion and Analysis

2022-08-03 compared with 2022-05-06 · 98 added, 81 removed, 67 unchanged (73% of the section changed)

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking

You should not unduly rely on these statements.

Forward-looking statements involve assumptions and describe our plans, strategies,

and expectations.

You can generally identify a forward-looking statement by words such as “may,” “will,” “should,”

“would,” “could,” “plans,” “goal,” “potential,” “expect,” “anticipate,”

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

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.

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

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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

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.

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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, supply chain disruptions and other impacts to the business;

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

our ability to raise capital

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compliance with laws and

regulations, including those relating to environmental matters, corporate governance matters and tax matters, as well as any future

changes to such laws and regulations.

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

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cannot guarantee future results or performance.

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

Nevada, and its headquarters are located in Carson City, Nevada.

The Company is a pre-revenue software company dedicated to building

an influencer community around its mobile app (“App”).

Once fully developed, the App will generate scalable word-of-mouth

product posts and recommendations for advertiser on social media and is designed to connect advertisers with individuals who are willing

to promote their products online.

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.

Media Corporation (“Thumzup” or “Company”, “we,”, “us,” or “our”) was incorporated

October 27, 2019, under the laws of the State of Nevada, and its headquarters are located in Carson City, Nevada.

The Company is a software

company, has recently begun to generate revenue and is dedicated to building an influencer community around its mobile app (“App”).

The App generates scalable word-of-mouth product posts and recommendations for advertisers on social media and is designed to connect

advertisers with individuals who are willing to promote their products online.

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 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.

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More than 800 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.

of July 31, 2022, the Company has sufficient funds to operate for the next twelve 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.

has 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 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.

For the three and

six months ended June 30, 2022 and 2021, we incurred $499,510 and $233,763 in net losses due primarily to software research and development

expenses in both periods.

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

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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.

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

At June 30, 2022 and December 31, 2021, the Company had a cash balance of $653,856 and $424,445, respectively, and the Company used $474,889

to fund operating activities for the six months ended June 30, 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

Loss from operations

Net loss from continuing operations

MONTHS ENDED JUNE 30, 2022 AND 2021

following table set forth certain selected unaudited statement of operations data for the three months ended June 30, 2022 and 2021.

from operations

from continuing operations

Net loss per common share

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.

Company recognized $1,398 and $0 of revenue during the three months ended June 30, 2022 and 2021, respectively due to the release of

its App during the fourth quarter of 2021, thus, no revenues were recognized in the comparable period of 2021.

the three months ended June 30, 2022, the Company recognized a total of $272,093 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

of $139,952 in software research and development expenses, $50,498 in marketing expenses, $81,103 in general and administrative expenses

and $540 in depreciation expense.

the three months ended June 30, 2021, the Company recognized a total of $129,601 in operating expenses.

The operating expenses were comprised

of $116,742 in software research and development expenses, $1,150 in marketing expenses, $11,349 in general and administrative expenses

and $360 in depreciation expense.

the three months ended June 30, 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 $2,914 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.

Company realized a net loss from operations of $270,695 and $129,601 for the three months ended June 30, 2022 and 2021, respectively.

The net loss for the same periods was $275,138 and $132,515, respectively due to minimal revenues recognized and increased operating

expenses in 2022 compared to startup operating costs in 2021.

MONTHS ENDED JUNE 30, 2022 AND 2021

following table set forth certain selected unaudited statement of operations data for the six months ended June 30, 2022 and 2021.

from operations

loss from continuing operations

loss per common share

Company recognized $4,892 and $0 of revenue during the six months ended June 30, 2022 and 2021, respectively due to the release of its

App during the fourth quarter of 2021, thus, no revenues were recognized in the comparable period of 2021.

the six months ended June 30, 2022, the Company recognized a total of $495,516 in operating expenses.

The operating expenses were comprised

of $285,998 in software research and development expenses, $65,359 in marketing expenses, $143,079 in general and administrative expenses

and $1,080 in depreciation expense.

Company is expanding its advertising and marketing efforts to drive revenues and increased expenses in this area by approximately $63,000

for the six months ending June 30, 2022 compared to the six months ending June 30, 2021.

and administrative expenses increased over the prior year period by approximately $125,000 due to increased legal and accounting of approximately

$55,000, increased consulting expenses of approximately $18,000, increased travel costs in capital raise efforts of approximately $10,000,

increased transfer agent fees due to active trading for the full six months of 2022 of approximately $9,000, increased administrative

contract services to a full-time basis of approximately $21,000 and increased office supplies and software subscriptions of approximately

the six months ended June 30, 2021, the Company recognized a total of $226,550 in operating expenses.

The operating expenses were comprised

of $206,330 in software research and development expenses, $2,121 in marketing expenses, $17,623 in general and administrative expenses

and $476 in depreciation expense.

the six months ended June 30, 2022 the Company had $8,886 in interest expense related to the senior secured convertible promissory notes.

For the same period in 2021 the Company recorded interest expense of $7,214 related to the senior secured convertible promissory notes.

Loss and net loss from operations

Company realized a net loss from operations of $490,624 and $226,550 for the six months ended June 30, 2022 and 2021, respectively.

net loss for the same periods was $499,510 and $233,764, respectively.

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.

of June 30, 2022, the Company had cash of $653,856 compared to cash of $424,445 as of December 31, 2021.

of June 30, 2022 and December 31, 2021, the Company had an accumulated deficit of $1,362,452 and $862,942, respectively.

the six months ending June 30, 2022 and 2021, the Company’s operations resulted in net cash used of $474,889 and $263,490, respectively.

cash used in in investing activities for the six months ended June 30, 2022 and 2021 was $0 and $8,547 used to purchase computer equipment

and to acquire intangible assets, Trademark.

cash provided by financing activities was $704,300 and $724,500 for the six months ended June 30, 2022 and 2021, respectively, due mainly

to capital raised from accredited investors in both periods.

the six months ended June 30, 2022, the average monthly cash requirement was $79,148.

Cash on hand on June 30, 2022 of $653,856 divided

by $79,148 results in roughly eight and a quarter months of cash to operate the Company.

If costs stay the same, the Company will have

to generate sufficient cashflow from revenues or will need to raise additional capital to operate beyond approximately February 28, 2023.

The Company will look to begin ramping revenues in 2022.

The Company will also look to conduct an additional offering of securities to

provide adequate capital to stay operational and continue to develop revenues toward profitability and sustainability from revenues.

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

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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).

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