UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Period Ended June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ______ TO _________

Commission File Number: 001-42388

Thumzup Media Corporation

(Exact name of registrant as Specified in its Charter)

Nevada	511210	85-3651036
(State or Other Jurisdiction of	(Primary Standard Industrial	(Internal Revenue Service
Incorporation or Organization)	Classification Code Number)	Employer Identification Number)

10557-B Jefferson Blvd, Culver City, CA		90232
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:

(800) 403-6150

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		TZUP		The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ☒

State the number of shares of the issuer’s common stock outstanding, as of the latest practicable date: 16,274,345 shares of common stock issued and outstanding as of August 13, 2025.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Thumzup Media Corporation

June 30, 2025

Index to the Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024	3

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)	4

Condensed Consolidated Statements of Changes in Stockholder’s Equity for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)	5

Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2025 and 2024 (unaudited)	7

Notes to the Condensed Consolidated Financial Statements (unaudited)	8

THUMZUP MEDIA CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2025			December 31, 2024
	(Unaudited)

ASSETS
Current assets:
Cash	$	60,430		$	4,680,840
Receivables		76			17,037
Prepaid expenses		150,708			141,300
Total current assets		211,214			4,839,177

Property and equipment, net		15,080			14,660
Digital assets, net		2,046,942			-
Capitalized software costs, net		331,084			248,627

Total assets	$	2,604,320		$	5,102,464

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable and accrued expenses	$	281,275		$	233,255
Accrued payroll and related		500,000			101,948
Total current liabilities		781,275			335,203

Total liabilities		781,275			335,203

Commitments and contingencies (See Note 6)		-			-

Stockholders’ equity:
Preferred stock - 25,000,000 shares authorized:
Preferred stock - Series A, $0.001 par value, $45.00 stated value, 1,000,000 shares authorized; 158,632 and 153,411 shares issued and outstanding, respectively		159			153
Preferred stock - Series B, $0.001 par value, $50.00 stated value, 40,000 shares authorized; 1,000 and 16,100 shares issued and outstanding, respectively		1			16
Preferred stock - Series C, $0.001 par value, $60.00 stated value, 200,000 shares authorized, none outstanding		-			-
Preferred stock, value		-			-
Common stock, $0.001 par value, 250,000,000 shares authorized; 9,677,720 and 9,400,535 shares issued and outstanding, respectively		9,678			9,401
Treasury stock, at cost; 79,377 and 0 shares of common stock, respectively		(298,207	)		-
Additional paid in capital		15,151,438			14,449,399
Accumulated deficit		(13,040,024	)		(9,691,708	)
Total stockholders’ equity		1,823,045			4,767,261

Total liabilities and stockholders’ equity	$	2,604,320		$	5,102,464

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

THUMZUP MEDIA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2025			2024			2025			2024

Revenues	$	15		$	30		$	166		$	435

Operating Expenses:
Sales and marketing		324,302			96,674			1,033,250			148,440
Research and development		117,180			49,665			192,639			87,087
General and administrative		1,175,285			359,827			2,092,729			581,755
Depreciation and amortization		42,126			22,925			76,338			40,163
Total Operating Expenses		1,658,893			529,091			3,394,956			857,445

Loss From Operations		(1,658,878	)		(529,061	)		(3,394,790	)		(857,010	)

Other Income (Expense):
Unrealized gain on intangible asset (bitcoin)		511,339			-			624,745			-
Impairment of intangible asset (bitcoin)		(41,771	)		-			(579,049	)		-
Interest income (expense)		(3,930	)		1,288			21,678			1,288
Total Other Income (Expense)		465,638			1,288			67,374			1,288

Net Loss Before Income Taxes		(1,193,240	)		(527,773	)		(3,327,416	)		(855,722	)

Provision for Income Taxes (Benefit)		-			-			-			-

Net Loss	$	(1,193,240	)	$	(527,773	)	$	(3,327,416	)	$	(855,722	)
Dividends on preferred stock		11			(22,944	)		(20,900	)		(25,710	)

Net Loss Attributable to Common Stockholders	$	(1,193,229	)	$	(550,717	)	$	(3,348,316	)	$	(881,432	)

Net Loss Per Common Share:
Basic	$	(0.12	)	$	(0.07	)	$	(0.35	)	$	(0.11	)
Diluted	$	(0.12	)	$	(0.07	)	$	(0.35	)	$	(0.11	)
Weighted Average Common Shares Outstanding:
Basic		9,560,917			7,724,297			9,486,546			7,704,580
Diluted		9,560,917			7,724,297			9,486,546			7,704,580

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

THUMZUP MEDIA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND 2024

(Unaudited)


	Preferred Stock					Preferred Stock						Preferred Stock								Treasury			Additional
	Series A					Series B						Series C				Common Stock				Stock,			Paid In			Accumulated
	Shares			Amount		Shares			Amount			Shares		Amount		Shares		Amount		at Cost			Capital			Deficit			Total

Balance at March 31, 2025		156,393		$	156		15,700		$	16			-	$	-		9,479,709	$	9,480	$	(298,207	)	$	14,931,573		$	(11,846,795	)	$	2,796,223
Equity issued for services rendered and to be rendered		-			-		-			-			-		-		1,980		2		-			218,203						218,205
Common Stock issued for Series B dividend		-			-		-			-			-		-		176		-		-			1,250			11			1,261
Common Stock issued for Series B conversion		-			-		(14,700	)		(15	)		-		-		183,750		184		-			(184	)		-			(15	)
Common Stock issued for Series A conversion		(807	)		-		-			-			-		-		12,105		12		-			(12	)					-
Preferred Series A issued for dividends		3,046			3		-			-			-		-		-		-		-			608						611
Net loss																											(1,193,240	)		(1,193,240	)
Balance at June 30, 2025		158,632		$	159		1,000		$	1			-	$	-		9,677,720	$	9,678	$	(298,207	)	$	15,151,438		$	(13,040,024	)	$	1,823,045

Preferred Stock

Treasury

Additional

SEC Form 10-Q filed by Thumzup Media Corporation