THUMZUP MEDIA Corp
For the period ended Jun 30, 2024. Filed Aug 12, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Aug 12, 2024
DTCX$1.05+5.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-05-14.
0001493152-24-019330
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2024-06-30; filed 2024-08-12.
0001493152-24-031275
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 70 previous paragraphs and 69 current paragraphs.
38 unchanged; 15 reworded; 11 added; 16 removed; 1 previous and 5 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
The 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.
Current report
In February 2022, the Company was admitted to the Over-The-Counter Venture Market quotation system (OTCQB) under the symbol TZUP. We intend 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.
Current report
The Company realized a net loss available to common shareholders of $550,717 and $924,430 for the three months ended June 30, 2024 and 2023, respectively, a decrease of $373,713 for the reasons stated above.
Current report
SIX MONTHS ENDED JUNE 30, 2024 AND 2023
Current report
Revenues
Current report
Operating expenses
Current report
Net Loss from operations
Current report
The Company realized a net loss from operations of $857,010 and $1,428,578 for the six months ended June 30, 2024 and 2023, respectively, an decrease of $571,568 for the reasons stated above.
Current report
Other expenses
Current report
For the six months ended June 30, 2024 and 2023, the Company had $0 and $366,923 in liquidated damages expense, respectively. For the six months ended June 30, 2024 and 2023, the Company had $1,288 and $35,224 in interest income and expense, respectively, primarily related to interest on the liquidated damages in 2023.
Current report
The Company realized a net loss available to common shareholders of $881,432 and $1,835,667 for the six months ended June 30, 2024 and 2023, respectively, a decrease of $954,235 for the reasons stated above.
Removed paragraphs (16)
Previous report
INTRODUCTION
Previous report
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 (“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.
Previous report
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 first three months of 2024 and continues with the development of enhancements to its App and marketing efforts.
Previous report
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.
Previous report
We were formed in October 2020 and have not yet established profitable operations and have generated minimal revenue. For the three months ended March 31, 2024 and 2023, we incurred $330,712 and $911,237 in net losses due primarily to software research and development expenses along with general and administrative expenses in both periods.
Previous report
The Industry – Social Media Marketing and Advertising
Previous report
The Company believes that it is developing a new form of social media marketing that does not currently exist, therefore existing descriptions of market size and penetration are not directly applicable. As Thumzup® matures, the Company believes there will be other competitors in this new market of paying non-professional advocates to tell their friends about products they love on social media at the point-of-sale. The closest existing market that is similar to Thumzup’s market is the rapidly growing subset of online advertising called “influencer marketing.” More than 75% of brands have a dedicated budget for influencer marketing according to a 2022 Harvard Business Review Study(9). As social media influencers become more plentiful and proven, advertising spending has increased in this space. According to Allied Research, the influencer marketing market generated $16.5 billion in 2022 and is estimated to reach $199.6 billion by 2032, exhibiting a CAGR of 28.6% from 2023 to 2032(10). While influencer marketing is new, it is here to stay. Harvard Business Review did a study to prove this and stated, “the strategy can in fact yield positive ROI(9).”
Previous report
Most existing paid influencer marketing platforms were designed for professional and semi-professional online personalities. Some of these platforms have expanded to accommodate “micro-influencers”, which are widely considered as individuals with 5,000 to 30,000 social media followers. In the Company’s opinion, none of these influencer platforms have entered the public consciousness and found mass adoption.
Previous report
The Company has designed Thumzup® “from the ground up” to make it easy for brands and service providers to activate people who are not professional influencers but who are passionate about the products, services, or establishments they enjoy or frequent and then are willing to relate those experiences to their friends and other social media followers. The Company has designed the Thumzup App and Advertiser dashboard with “Apple-style” simplicity and intuitive features to make participation by all individuals seamless with their existing use of social media.
Previous report
The Company’s first product-Thumzup® App
Previous report
The Company operates in a single business segment, which is social media marketing. The Company’s mobile iPhone and Android applications called “Thumzup®” connects brands, products, and services to the people who use and love these brands, products, and services. For Advertisers, Thumzup® activates real people to post real product reviews and testimonials on social media with the intention of enhancing brand awareness and reaching targeted consumers more directly and effectively while driving profitable traffic to the Advertisers’ products and services.
Previous report
The Company is building an influencer and gig economy community around the Thumzup® mobile App that will generate scalable authentic product posts and recommendations for Advertisers on social media and create a technology platform making person-to-person advertising easy, cost-effective, and scalable. The App and Advertiser dashboard are designed to connect Advertisers with individuals who are willing to promote their products and services online and offline.
Previous report
Social Media Marketing Software Technology
Previous report
The Company’s Services
Previous report
With the Thumzup® App, the Company is targeting and signing up the general public and gig economy workers who like specific brands and present them with opportunities to be paid for posting about the brands on social media. The Company believes that its management team has the sales relationships, legal, and technology expertise for its current level of development. The Company will need to add additional staff to rapidly grow the business. All source code, development work, and intellectual property performed under independent development or employment contracts paid for by the Company are assigned to and owned by Thumzup®.
Previous report
The Company realized a net loss available to common shareholders of $330,712 and $911,237 for the three months ended March 31, 2024 and 2023, respectively, a decrease of $580,525 for the reasons stated above.
Reworded paragraphs (15)
Previous wording
Thumzup has had paid out on 20,120 approved posts to 1,171 Thumzup users regarding 294 advertisers.
Current wording
Thumzup has paid out on 19,182 approved posts to 1,127 Thumzup users regarding 223 advertisers since inception.
Previous wording
Thumzup advertisers have grown by a 149% CAGR over the last year.
Current wording
Thumzup advertisers have grown by a 148% CAGR since May 10, 2023.
Previous wording
Over the last year, the reach of the last 15,476 posts was 24,326,153 followers. Many of these campaigns were promotional campaigns but at list price this would have been $0.0064 per reach, which is below many citations for other leading social media advertising costs.
Current wording
Since May 10, 2023, the reach of the last 15,605 posts was 25,784,957 followers. Many of these campaigns were promotional campaigns but at list price this would have been $0.006 per reach, which is below many citations for other leading social media advertising costs.
Previous wording
The average number of followers over the last year has been 1,624. We find that even though we are targeting the general public, in aggregate a Thumzup campaign captures 1,624 followers. So, a Thumzup campaign combines the high trust factor of the general public with. less followers and also draws in some professional influencers who post because they like the product at a lower cost per post than if they were hired as an influencer.
Current wording
The average number of followers for an individual Thumzup user since May 10, 2023 has been about 1,600. Many users with tens of thousands of followers posted about our advertisers, including one with more than 600,000 followers. We find that even though we are targeting the general public, in aggregate a Thumzup campaign can reach an average of more than 1,600 followers per post. So, a Thumzup campaign combines the high trust factor of the general public with less followers and also draws in some professional influencers who post because they like the product at a lower cost per post than if they were hired as an influencer.
Previous wording
The Company is a beginning revenue, software and services company that has primarily relied on equity funding for its operations. At March 31, 2024 and December 31, 2023, the Company had cash balances of $225,673 and $1,155,343, respectively. For the three months ended March 31, 2024 and 2023, the Company used $328,352 and $607,725 in operating activities, respectively. The Company has an accumulated deficit at March 31, 2024 and December 31, 2023 of $6,022,516 and $2,367,623 respectively, and the Company may need to raise additional funding in order to continue as a going concern.
Current wording
The Company is a beginning revenue, software and services company that has primarily relied on equity funding for its operations. At June 30, 2024 and December 31, 2023, the Company had cash balances of $398,450 and $1,155,343, respectively. For the six months ended June 30, 2024 and 2023, the Company used $675,323 and $1,352,253 in operating activities, respectively. The Company has an accumulated deficit at June 30, 2024 and December 31, 2023 of $6,573,235 and $5,691,803 respectively, and the Company may need to raise additional funding in order to continue as a going concern.
Previous wording
The following table sets forth certain selected unaudited statement of operations data for the three months ended March 31, 2024 and 2023.
Current wording
The following table sets forth certain selected unaudited condensed statements of operations data for the three months ended June 30, 2024 and 2023.
Previous wording
The Company realized a net loss from operations of $327,947 and $720,305 for the three months ended March 31, 2024 and 2023, respectively, an decrease of $392,358 for the reasons stated above.
Current wording
The Company realized a net loss from operations of $529,061 and $708,273 for the three months ended June 30, 2024 and 2023, respectively, an decrease of $179,212 for the reasons stated above.
Previous wording
For the three months ended March 31, 2024 and 2023, the Company had $0 and $176,117 in liquidated damages expense, respectively. For the three months ended March 31, 2024 and 2023, the Company had $2,765 and $12,368 in interest expense, respectively, primarily related to liquidated damages in 2023.
Current wording
For the three months ended June 30, 2024 and 2023, the Company had $0 and $(190,806) in liquidated damages expense, respectively. For the three months ended June 30, 2024 and 2023, the Company had $1,288 and $(22,856) in interest income and expense, respectively, primarily related to interest on the liquidated damages in 2023.
Previous wording
The Company generated revenues of $405 and $1,770 for the three months ended March 31, 2024 and 2023, respectively, a decrease of $1,365. The Company has prioritized expanding its footprint of listed businesses before focusing on converting them to paying clients.
Current wording
The Company generated revenues of $435 and $2,350 for the three months ended June 30, 2024 and 2023, respectively, a decrease of $1,915. The Company has prioritized expanding its footprint of listed businesses before focusing on converting them to paying clients.
Previous wording
For the three months ended March 31, 2024 and 2023, the Company incurred operating expenses of $328,352 and $722,075, respectively, a decrease of $393,723. The decrease in operating expenses was caused by: costs of revenues increasing by $116 from $116 during the three months ended March 31, 2023 to $0 during the same period in 2024, marketing expenses decreasing $216,952 from $268,717 during the three months ended March 31, 2023 to $51,765 during the same period in 2024, general and administrative expenses decreasing $103,028 from $324,954 during the three months ended March 31, 2023 to $221,926 during the same period in 2024, depreciation and amortization expenses increasing $14,831 from $2,407 during the three months ended March 31, 2023 to $17,238 during the same period in 2024, offset by a decrease in software research development expenses of $88,458 from $125,881 during the three months ended March 31, 2023 to $37,423 during the same period in 2024.
Current wording
For the three months ended June 30, 2024 and 2023, the Company incurred operating expenses of $857,445 and $1,430,928, respectively, a decrease of $573,483. The decrease in operating expenses was caused by: costs of revenues decreasing by $116 from $116 during the six months ended June 30, 2023 to $0 during the same period in 2024, marketing expenses decreasing $373,234 from $521,674 during the six months ended June 30, 2023 to $148,440 during the same period in 2024, general and administrative expenses decreasing $1,300 from $583,055 during the six months ended June 30, 2023 to $581,755 during the same period in 2024, depreciation and amortization expenses increasing $32,066 from $8,097 during the six months ended June 30, 2023 to $40,163 during the same period in 2024, offset by a decrease in software research development expenses of $230,899 from $317,986 during the six months ended June 30, 2023 to $87,087 during the same period in 2024. The decrease in operating expenses is a result of the Company better managing its overhead and cashflows.
Previous wording
As of March 31, 2024 and December 31, 2023, the Company had cash in the amount of $225,673 and $259,212, respectively. As of March 31, 2024 and December 31, 2023, the Company had stockholders’ equity of $480,318 and $349,327, respectively.
Current wording
As of June 30, 2024 and December 31, 2023, the Company had cash in the amount of $398,450 and $259,212, respectively. As of June 30, 2024 and December 31, 2023, the Company had stockholders’ equity of $619,202 and $349,327, respectively.
Previous wording
The Company’s accumulated deficit was $6,022,516 and $5,691,803 as of March 31, 2024 and December 31, 2023, respectively.
Current wording
The Company’s accumulated deficit was $6,573,235 and $5,691,803 as of June 30, 2024 and December 31, 2023, respectively.
Previous wording
The Company used net cash in operations of $322,857 and $607,725 for the three months ended March 31, 2024 and 2023, respectively.
Current wording
The Company used net cash in operations of $675,323 and $1,352,253 for six three months ended June 30, 2024 and 2023, respectively.
Previous wording
Net cash used in investing activities for three months ending March 31, 2024 and 2023 was $60,900 and $52,288, respectively, for capitalized development costs.
Current wording
Net cash used in investing activities for six months ending June 30, 2024 and 2023 was $126,665 and $73,138, respectively. During the six months ended June 30, 2024, there were $126,665 in capitalized development costs and $0used for the purchase of equipment. During the six months ended June 30, 2023, there were $73,138 in capitalized development costs and $5,105 used for the purchase of equipment.
Previous wording
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 fromthe sale of common stock, net offering expenses of $1,789. Net cash provided by financing activities was $33,000 for the three months ended March 31, 2023, comprised of $33,000 from stock subscription receivable related to the sale of common stock in a prior period.
Current wording
Net cash provided by financing activities was $941,226 for the six months ended June 30, 2024, comprised of $805,000 from the sale of preferred stock – Series B and$161,226 fromthe sale of common stock, net offering expenses of $25,000 related to the preferred stock – Series B. Net cash provided by financing activities was $668,296 for the six months ended June 30, 2023, comprised of $674,713 from the sale of common stock related to the sale of common stock in a prior period and the Company’s offering under Regulation A+, with offering costs of $6,417.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
As 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. Thumzup® has a mobile iPhone and Android application called “Thumzup®” that 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.
Current report — wording carried from elsewhere
The Company generated revenues of $30 and $580 for the six months ended June 30, 2024 and 2023, respectively, a decrease of $550. The Company has prioritized expanding its footprint of listed businesses before focusing on converting them to paying clients.
Current report — wording carried from elsewhere
For the six months ended June 30, 2024 and 2023, the Company incurred operating expenses of $529,091 and $708,853, respectively, a decrease of $179,762. The decrease in operating expenses was caused by: marketing expenses decreasing $156,283 from $252,957 during the three months ended June 30, 2023 to $96,674 during the same period in 2024, general and administrative expenses increasing $101,726 from $258,101 during the three months ended June 30, 2023 to $359,827 during the same period in 2024, depreciation and amortization expenses increasing $17,235 from $5,690 during the three months ended June 30, 2023 to $22,925 during the same period in 2024, offset by a decrease in software research development expenses of $142,440 from $192,105 during the three months ended June 30, 2023 to $49,665 during the same period in 2024. The decrease in operating expenses is a result of the Company better managing its overhead and cashflows.
Current report — wording carried from elsewhere
The following table sets forth certain selected unaudited condensed statements of operations data for the six months ended June 30, 2024 and 2023.
Current report — wording carried from elsewhere
Net Loss available to common shareholders
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
The Thumzup® mobile App enables Creators to select from brands advertising on the App and get paid to post about the Advertiser on social media. 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 the general public (everyday people) who are not professional influencers to promote their products and services to their friends, rather than display ads which marketers realize are less effective.