SecProbe.io

CORRESP
 1
 filename1.htm

 Thumzup
Media Corporation

 10557-B
Jefferson Boulevard

 Culver
City, CA 90232

 Tel:
(800) 403-6150

 May
28, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 100
F. Street, N.E.

 Washington,
D.C. 20549

 Attention:
Matthew Derby

 Re:
 Thumzup Media Corporation
 Registration
 Statement on Form S-3
 File
 No. 333-286951

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for
the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time on May 30,
2025, or as soon thereafter as practicable.

 Please
contact Jesse L. Blue, Esq. of Sichenzia Ross Ference Carmel LLP at (516) 668-4553, as soon as the Registration Statement has been declared
effective, or if you have any other questions or concerns regarding this matter.

 Very
 truly yours,

 Thumzup
 Media Corporation

 By:

 /s/
 Robert Steele

 Robert
 Steele

 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 May
 20, 2025

 Via
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:

 Ms.
 Mariam Mansaray

 Re:
 Thumzup
 Media Corporation
 Registration
 Statement on Form S-3 Filed May 6, 2025

 File
 No. 333-286951

 Dear
Ms. Mariam Mansaray:

 On
behalf of Thumzup Media Corporation (the " Company "), we have set forth below responses to the comments of the staff
(the " Staff ") of the Securities and Exchange Commission (the " SEC ") contained in its letter of
May 16, 2025 with respect to the Company's Registration Statement on Form S-3 (the " S-3 ") and Amendment No.
1 to the Registration Statement on Form S-3 (the " S-3/A ") as noted above.

 For
your convenience, the text of the Staff's comments is set forth below in bold, followed in each case by the Company's responses.

 Registration
Statement on Form S-3

 Cover
Page

 1.
It appears that you are relying on General Instruction I.B.6. of Form S-3 to conduct this offering. Please include the calculation of
the aggregate market value of your outstanding voting and nonvoting common equity pursuant to General Instruction I.B.6. and highlight
that sales under this prospectus will be limited to no more than one-third of the aggregate market value of the voting and non-voting
common equity held by non- affiliates. See Instruction 7 to General Instructions of Form S-3.

 Response:
 In response to this comment, the Company respectfully advises the Staff that we have included the requested disclosure on the cover
page of the amendment to the S-3 registration statement, as requested by the Staff.

 Exhibits

 2.
We note that the Opinion of Sichenzia Ross Ference Carmel LLP, filed in the r/s as Exhibit 5.1. states that the Company is issuing up
to $200,000,000 aggregate initial offering price of securities. However, we note that the amendment was filed to increase the number
of shares to $500,000,000. Please revise the legal opinion as

 appropriate.

 Response:
 In response to this comment, the Company respectfully advises the Staff that we have updated the legal opinion in exhibit 5.1, as
requested by the Staff.

 We
trust that the above is responsive to your comments.

 Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company's filing, please contact me at 516-668-4553.

 Sincerely,

 /s/
 Jesse L. Blue

 Jesse L. Blue, Esq.

 Sichenzia Ross Ference
 Carmel LLP

 1185
AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036

 T
(212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 16, 2025

Isaac Dietrich
Chief Financial Officer
Thumzup Media Corporation
10557-B Jefferson Blvd.
Culver City, CA 90232

 Re: Thumzup Media Corporation
 Registration Statement on Form S-3
 Filed May 6, 2025
 File No. 333-286951
Dear Isaac Dietrich:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-3
Cover Page

1. It appears that you are relying on General Instruction I.B.6. of Form
S-3 to conduct
 this offering. Please include the calculation of the aggregate market
value of the your
 outstanding voting and nonvoting common equity pursuant to General
Instruction
 I.B.6. and highlight that sales under this prospectus will be limited to
no more than
 one-third of the aggregate market value of the voting and non-voting
common equity
 held by non- affiliates. See Instruction 7 to General Instructions of
Form S-3.
 May 16, 2025
Page 2
Exhibits

2. We note that the Opinion of Sichenzia Ross Ference Carmel LLP, filed in
the r/s as
 Exhibit 5.1. states that the Company is issuing up to $200,000,000
aggregate initial
 offering price of securities. However, we note that the amendment was
filed to
 increase the number of shares to $500,000,000. Please revise the legal
opinion as
 appropriate.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Mariam Mansaray at 202-551-6356 or Matthew Derby at
202-551-
3334 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Jesse L. Blue, Esq
</TEXT>
</DOCUMENT>

CORRESP
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Thumzup
Media Corporation

11854
W. Olympic Blvd, Ste 1100W #13

Los
Angeles, CA 90064

Tel:
(800) 403-6150

October
24, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Uwem Bassey

    Re:
                                            Thumzup Media Corporation

    Registration
    Statement on Form S-1

    File
    No. 333-279828

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for
the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time on October
28, 2024, or as soon thereafter as practicable.

Please
contact Jesse L. Blue, Esq. of Sichenzia Ross Ference Carmel LLP at (516) 668-4553, as soon as the Registration Statement has been declared
effective, or if you have any other questions or concerns regarding this matter.

    Very
    truly yours,

    Thumzup
    Media Corporation

    By:

    /s/
    Robert Steele

    Robert
    Steele

    Chief
    Executive Officer

CORRESP
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DAWSON JAMES SECURITIES INC.

101 North Federal Highway

Suite 600

Boca Raton, Fl 33432

October 24, 2024

VIA EDGAR

Division of Corporation Finance

Office of Technology

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549-3628

Attn: Mr. Uwem Bassey

RE: Thumzup Media Corporation (the “Company”)

Registration Statement on Form S-1

(File No. 333-279828) (the “Registration Statement”)

Dear Mr. Bassey:

Dawson James Securities Inc., the
placement agent in the offering contemplated in the Registration Statement, hereby requests, pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will
become effective as of 4:00 P.M. Eastern Time on Monday, October 28, 2024, or as soon thereafter as practicable.

Once the Registration Statement
has been declared effective, please orally confirm that event with Jesse L. Blue, Esq. of Sichenzia Ross Ference Carmel LLP, counsel to
the Company, at (516) 668-4553.

Very truly yours,

DAWSON JAMES SECURITIES INC.

    By:
    /s/ Robert D. Keyser, Jr.

    Name:
    Robert D. Keyser, Jr.

    Title:
    Chief Executive Officer

CORRESP
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July
11, 2024

Mr.
Uwem Bassey

Division
of Corporation Finance

Office
of Technology

Securities
and Exchange Commission

100
F Street, NE, Washington, D.C. 20549

Re:
THUMZUP MEDIA CORPORATION

Registration
Statement on Form S-1

Filed
June 20, 2024

File
No. 333-279828

Dear
Mr. Bassey:

This
letter is being furnished in response to the comment(s) of the staff (the “Staff”) of the Division of Corporation Finance
of the Securities and Exchange Commission (the “Commission”) that were contained in the Staff’s letter dated July 2,
2024 (the “Comment Letter”), to Thumzup Media Corporation (the “Company”) with respect to the Registration Statement
on Form S-1 filed with the Securities and Exchange Commission on June 20, 2024 (the “S-1”).

This
letter provides the Company’s response(s) to the Staff’s comment(s) contained in the Comment Letter. The text of the Staff’s
comment(s) is set forth below, followed by the response(s) of the Company. The Company is also submitting a revised offering statement
(the “Revised Offering Statement”) along with this response letter.

Amendment
No. 1 to Form S-1

General

1.
In response to prior comment 1, we note that you added Isaac Dietrich as a named executive officer. Please revise to include Isaac Dietrich
as well as all director nominees in the beneficial ownership table. See Item 403 of Regulation S-K. Also, ensure that you include all
related party disclosure regarding Isaac Dietrich. See Item 404 of Regulation S-K.

Response:
In response to this comment, the Company advises the Staff that it has included Isaac Dietrich as well as all director nominees in
the beneficial ownership table on page 46 of the S-1, per the Staff’s request. Additionally, we have added all related party disclosure
regarding Isaac Dietrich on page 49 of the S-1.

If
you need any additional information or have any follow up questions, please feel free to contact Jesse L. Blue, Esq. of Sichenzia Ross
Ference Carmel LLP at (212) 930-9700.

    Sincerely,

    By:
    /s/
    Robert Steele

    Name:

    Robert
    Steele

    Title:
    Chief
    Executive Officer

1185
AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036 T (212)

930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

July 2, 2024
Robert Steele
Chief Executive Officer
Thumzup Media Corporation
11854 W. Olympic Blvd., Suite 1100W #13
Los Angeles, CA 90064
Re:Thumzup Media Corporation
Amendment No. 1 to Registration Statement on Form S-1
Filed June 20, 2024
File No. 333-279828
Dear Robert Steele:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 11, 2024 letter.
Amendment No. 1 to Form S-1
General
1.In response to prior comment 1, we note that you added Isaac Dietrich as a named
executive officer.  Please revise to include Isaac Dietrich as well as all director nominees
in the beneficial ownership table.  See Item 403 of Regulation S-K.  Also, ensure that you
include all related party disclosure regarding Isaac Dietrich.  See Item 404 of Regulation
S-K.

July 2, 2024
Page 2
            Please contact Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Jesse L. Blue

CORRESP
1
filename1.htm

June
[__], 2024

Mr.
Uwem Bassey

Division
of Corporation Finance

Office
of Technology

Securities
and Exchange Commission

100
F Street, NE, Washington, D.C. 20549

Re:
THUMZUP MEDIA CORPORATION

Registration
Statement on Form S-1

Filed
May 30, 2024

File
No. 333-279828

Dear
Mr. Bassey:

This
letter is being furnished in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of
the Securities and Exchange Commission (the “Commission”) that were contained in the Staff’s letter dated June 11,
2024 (the “Comment Letter”), to Thumzup Media Corporation (the “Company”) with respect to the Registration Statement
on Form S-1 filed with the Securities and Exchange Commission on May 30, 2024 (the “S-1”).

This
letter provides the Company’s responses to the Staff’s comments contained in the Comment Letter. The text of the Staff’s
comments is set forth below, followed by the responses of the Company. The Company is also submitting a revised offering statement (the
“Revised Offering Statement”) along with this response letter.

Form
S-1 filed May 30, 2024

Executive
Compensation

Summary
Compensation Table, page 44

1. Please
                                            update your summary compensation table, as of your most recent fiscal year end, to include
                                            the two most highly compensated executive officers other than the Chief Executive Officer.
                                            See Item 402(m) of Regulation S-K.

Response:
In response to this comment, the Company advises the Staff that it has added Isaac Dietrich, Director of Finance, to the summary
compensation table on page 44 of the Amendment to the S-1, per the Staff’s request.

Exhibit
Index, page II-5

2. File
                                            the consent of each director nominee as an exhibit to the registration statement. See Rule
                                            438 of Regulation C under the Securities Act.

Response:
In response to this comment, the Company advises the Staff that it has included consents for each director nominee as an exhibit
to the Amendment to the S-1, per the Staff’s request.

1185
Avenue of the Americas | 31st Floor | New York, NY | 10036

T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

If
you need any additional information or have any follow up questions, please feel free to contact Joseph Nunziata of Sichenzia Ross Ference
LLP at (212) 930-9700.

    Sincerely,

    By:
    /s/
    Robert Steele

    Name:

    Robert
    Steele

    Title:
    Chief
    Executive Officer

1185
Avenue of the Americas | 31st Floor | New York, NY | 10036

T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

United States securities and exchange commission logo
June 11, 2024
Robert Steele
Chief Executive Officer
Thumzup Media Corporation
11854 W. Olympic Blvd., Suite 1100W #13
Los Angeles, CA 90064
Re:Thumzup Media Corporation
Registration Statement on Form S-1
Filed May 30, 2024
File No. 333-279828
Dear Robert Steele:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-1 filed May 30, 2024
Executive Compensation
Summary Compensation Table, page 44
1.Please update your summary compensation table, as of your most recent fiscal year end, to
include the two most highly compensated executive officers other than the Chief
Executive Officer. See Item 402(m) of Regulation S-K.
Exhibit Index, page II-5
2.File the consent of each director nominee as an exhibit to the registration statement. See
Rule 438 of Regulation C under the Securities Act.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameRobert Steele
 Comapany NameThumzup Media Corporation
 June 11, 2024 Page 2
 FirstName LastName
Robert Steele
Thumzup Media Corporation
June 11, 2024
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jesse L. Blue

United States securities and exchange commission logo
June 14, 2023
Robert Steele
Chief Executive Officer
THUMZUP MEDIA Corp
11845 W. Olympic Blvd
Suite 1100W #13
Los Angeles, CA 90064
Re:THUMZUP MEDIA Corp
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 31, 2023
File No. 333-255624
Dear Robert Steele:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jack Fattal

CORRESP
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May
25, 2023

Ms.
Laura Veator

Senior
Staff Accountant

Division
of Corporation Finance

Office
of Technology

Securities
and Exchange Commission

100
F Street, NE, Washington, D.C. 20549

    Re:
    THUMZUP MEDIA Corp

    Form
    10-K for the Fiscal Year Ended December 31, 2022

    Filed
    March 31, 2023

    File
    No. 333-255624

Dear
Ms. Veator:

This
letter is being furnished in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of
the Securities and Exchange Commission (the “Commission”) that were contained in the Staff’s letter dated May 24, 2023
(the “Comment Letter”) to Thumzup Media Corporation (the “Company”) with respect to the Form 10-K filed with
the Securities and Exchange Commission on March 31, 2023 (the “10-K”).

This
letter provides the Company’s responses to the Staff’s comments contained in the Comment Letter. The text of the Staff’s
comments is set forth below, followed by the responses of the Company.

In
addition, we hereby submit our proposed amended disclosure by the filing of an amendment to the 2022 Annual Report on Form 10-K/A.

Form
10-K for the Fiscal Year Ended December 31, 2022

Item
9A. Controls and Procedures

Management’s
Annual Report on Internal Control over Financial Reporting, page 32

You
disclose that “This annual report on Form 10-K does not include a report of management’s assessment regarding internal control
over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established
by rules of the SEC for newly public companies.” Considering that you have filed a Form 10-K for the year ended December 31, 2021,
you have filed an annual report pursuant to section 13(a) or 15(d) of the Exchange Act for the prior fiscal year. As such, you are required
to include Management’s annual report on internal control over financial reporting in your 10-K for the year ended December 31,
2022. Refer to Item 3-08 or Regulation S-K. Please amend your filing to include this report.

Response:
The Company acknowledges that the SEC transition rules no longer apply to the Company in relation to Regulation S-K Item 308
- Internal control over financial reporting, as this relates to the Company’s second Form 10-K filing. The relevant additional
paragraphs have been inserted into the Form 10-K/A (amendment no 1), and the following is the Company’s proposed disclosure
contained that would be contained in the Form 10-K/A:

ITEM
9A. CONTROLS AND PROCEDURES

a)
Disclosure and control procedures

Our
management, with the participation of our Principal Executive Officer and Principal Financial and Accounting Officer, evaluated the effectiveness
of the design and operations of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Exchange Act) as of the end of the period covered by this report on Form 10-K/A, and have concluded that, based on such evaluation,
our disclosure controls and procedures were not effective due to the material weakness in our internal control over financial reporting
as of December 31, 2022 as described below.

Notwithstanding
the conclusion that our disclosure controls and procedures were not effective as of the end of the period covered by this report, we
believe that our consolidated financial statements and other information contained in our annual report on Form 10-K present fairly,
in all material respects, our business, financial condition and results of operations for the periods presented.

b)
Management’s Report on Internal Control Over Financial Reporting

Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a
-15(f) under the Exchange Act. Our internal control was designed to provide reasonable assurance to our management and board of
directors regarding the preparation and fair presentation of published financial statements.

Internal
control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s
internal control over financial reporting includes those policies and procedures that (i) pertain to assets of the Company; (ii)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial
statements.

A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of a company’s annual or interim consolidated financial statements will not
be prevented or detected on a timely basis.

In
making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”) in Internal Control-Integrated Framework (issued in 2013).

Based
upon the assessments, management has concluded that as of December 31, 2022, there was a material weakness in our internal control over
financial reporting due to the fact that we did not have an adequate process established to ensure appropriate levels of review of accounting
and financial reporting matters, which resulted in our closing process not identifying all required adjustments and disclosures in a
timely fashion.

We
plan to take steps to enhance and improve the design of our internal control over financial reporting. To remediate our material weaknesses,
we plan to appoint additional qualified personnel with the requisite knowledge to improve the levels of review of accounting and financial
reporting matters; however, such remediation efforts are largely dependent upon our securing additional financing or generating significant
revenue to cover the costs of implementing the changes required.

The
effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including
the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate
misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any
system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable,
not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must
reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits
of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate
for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial
reporting.

If
you need any additional information or have any follow up questions, please feel free to contact Barrett Di Paolo of Sichenzia Ross Ference
LLP at (212) 930-9700.

    Sincerely,

    By:
    /s/
    Robert Steele

    Name:
    Robert
    Steele

    Title:
    Chief
    Executive Officer

United States securities and exchange commission logo
May 24, 2023
Robert Steele
Chief Executive Officer
THUMZUP MEDIA Corp
11845 W. Olympic Blvd
Suite 1100W #13
Los Angeles, CA 90064
Re:THUMZUP MEDIA Corp
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 31, 2023
File No. 333-255624
Dear Robert Steele:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 9A. Controls and Procedures
Management's Annual Report on Internal Control over Financial Reporting, page 32
1.You disclose that “This annual report on Form 10-K does not include a report of
management’s assessment regarding internal control over financial reporting or an
attestation report of our independent registered public accounting firm due to a transition
period established by rules of the SEC for newly public companies.” Considering that you
have filed a Form 10-K for the year ended December 31, 2021, you have filed an annual
report pursuant to section 13(a) or 15(d) of the Exchange Act for the prior fiscal year.  As
such, you are required to include Management's annual report on internal control over
financial reporting in your 10-K for the year ended December 31, 2022.  Refer to Item 3-
08 or Regulation S-K. Please amend your filing to include this report.

 FirstName LastNameRobert Steele
 Comapany NameTHUMZUP MEDIA Corp
 May 24, 2023 Page 2
 FirstName LastName
Robert Steele
THUMZUP MEDIA Corp
May 24, 2023
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Laura Veator, Senior Staff Accountant, at (202)-551-3716 or Stephen
Krikorian, Accounting Branch Chief, at (202)-551-3488 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jack Fattal

CORRESP
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VIA
EDGAR

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, NE Washington, D.C. 20549

January
5, 2023

Re:

Thumzup
Media Corp.

Offering
Statement on Form 1-A (as amended)

File
No. 024-12067

To
Whom It May Concern:

On
behalf of Thumzup Media Corp. (the “Company”), I hereby request qualification of the above-referenced amended offering statement
at 4:15pm, Eastern Time, on Monday, January 9, 2023 or as soon thereafter as is practicable.

Sincerely,

  /s/ Robert Steele

  Robert
Steele

  Chief
Executive Officer

CORRESP
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    December
    16, 2022

Division
of Corporation Finance

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Attn:
    Austin
    Pattan, Staff Attorney

    Joshua
    Shainess, Legal Branch Chief

    RE:
    THUMZUP
    MEDIA Corp

    Offering
    Statement on Form 1-A

    Filed
    November 17, 2022

    File
    No. 024-12067

To
the Division of Corporation Finance:

This
letter is submitted on behalf of THUMZUP MEDIA Corp, a Nevada corporation (the “Issuer”), in response to comments received
from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”)
in a letter dated December 14, 2022, with respect to the Issuer’s Offering Statement on Form 1-A (File No. 024-12067), filed with
the SEC on December 9, 2022. This letter is being submitted contemporaneously with the filing of the Second Amendment (the “Second
Amendment”) to the Offering Circular (the “Offering Circular”) containing changes made in response to the Staff’s
comments and for the purpose of updating and revising certain information in the Offering Circular.

For
ease of reference, each Staff comment contained in the Comment Letter is reprinted below in bold and followed by the corresponding response
of the Issuer.

Investor
Perks, page 26

    1.
    We
                                            note your belief that the bonus shares “alter the sales price and cost basis of the
                                            securities in this offering.” Please revise your disclosure of the price
                                            per security to reflect the bonus shares. Refer to Rule 251(a)(1). Additionally, please ensure
                                            that your disclosure describes the differentiated pricing or terms in the summary section.

Issuer
Response: The Company acknowledges the Staff’s comment and has revised disclosures on page 26 of the Revised Offering Circular.

    2.
    You
                                            state that the investor perks are subject to availability and that the Company reserves the
                                            right to change these perks at any time as needed. Please provide the legal basis for your
                                            ability to change or eliminate the perks. Describe how any such perks would not be “available”
                                            and the circumstances under which the Company would change these perks. Disclose whether
                                            or not the Company retains the right to make these changes after it has accepted
                                            investor subscriptions.

Issuer
Response: The Issuer has eliminated this language on page 26 and will not change or modify the perks after beginning to accept investor
subscriptions in the contemplated offering.

The
Issuer respectfully believes that the information contained herein is responsive to the Staff Comment Letter. Please feel free to contact
me at the above number for any questions related to this letter. If you need any additional information or have any follow up questions,
please feel free to contact Joseph Nunziata of Sichenzia Ross Ference LLP at (212) 930-9700.

    Sincerely,

    By:
    /s/
    Robert Steele

    Name:

    Robert
    Steele

    Title:
    Chief
    Executive Officer

United States securities and exchange commission logo
December 14, 2022
Robert Steele
Chief Executive Officer
THUMZUP MEDIA Corp
11845 W Olympic Blvd,
Suite 1100W #13
Los Angeles, CA 90064
Re:THUMZUP MEDIA Corp
Amendment No. 1 to Offering Statement on Form 1-A
Filed November 17, 2022
File No. 024-12067
Dear Robert Steele:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 30, 2022 letter.
Amendment No. 1 to Offering Statement on Form 1-A
Investor Perks, page 26
1.We note your belief that the bonus shares "alter the sales price and cost basis of the
securities in this offering."  Please revise your disclosure of the price per security to reflect
the bonus shares.  Refer to Rule 251(a)(1).  Additionally, please ensure that your
disclosure describes the differentiated pricing or terms in the summary section.
2.You state that the investor perks are subject to availability and that the Company reserves
the right to change these perks at any time as needed.  Please provide the legal basis for
your ability to change or eliminate the perks.  Describe how any such perks would not be

 FirstName LastNameRobert Steele
 Comapany NameTHUMZUP MEDIA Corp
 December 14, 2022 Page 2
 FirstName LastName
Robert Steele
THUMZUP MEDIA Corp
December 14, 2022
Page 2
"available" and the circumstances under which the Company would change these perks.
Disclose whether or not the Company retains the right to make these changes after it has
accepted investor subscriptions.
            You may contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Joshua Shainess,
Legal Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Joseph Nunziata

CORRESP
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    December 9, 2022

Division
of Corporation Finance

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Attn:
    Austin
    Pattan, Staff Attorney

    Joshua
    Shainess, Legal Branch Chief

    RE:
    THUMZUP MEDIA Corp

    Offering Statement on Form
    1-A

    Filed November 17, 2022

    File No. 024-12067

To
the Division of Corporation Finance:

This
letter is submitted on behalf of THUMZUP MEDIA Corp, a Nevada corporation (the “Issuer”), in response to comments received
from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”)
in a letter dated November 30, 2022, with respect to the Issuer’s Offering Statement on Form 1-A (File No. 024-12067), filed with
the SEC on November 17, 2022. This letter is being submitted contemporaneously with the filing of the First Amendment (the “First
Amendment”) to the Offering Circular (the “Offering Circular”) containing changes made in response to the Staff’s
comments and for the purpose of updating and revising certain information in the Offering Circular.

For
ease of reference, each Staff comment contained in the Comment Letter is reprinted below in bold and followed by the corresponding response
of the Issuer.

Plan
of Distribution and Selling Shareholders, page 24

    1.
    We note your statement
    that Dalmore Group will not be engaged as a placement agent but will “assist with the share sales in exchange for a 1% commission.”
    Please clarify the role of the Dalmore Group and provide support for your belief that Dalmore Group is not acting as a placement
    agent.

Issuer
Response: Pursuant to the Broker-Dealer Agreement between the Dalmore Group and the Issuer, the Dalmore Group will perform the following
exclusive list of services, which does not include the introduction of potential Investors to the Issuer:

 i. Review
                                            Investor information, including KYC (Know Your Customer) data, AML (Anti-Money Laundering),
                                            OFAC compliance background checks (it being understood that KYC and AML processes may be
                                            provided by a qualified third party);

 ii. Review
                                            each Investor’s subscription agreement to confirm such Investor’s participation
                                            in the Offering, and provide confirmation of completion of such subscription documents to
                                            Client;

 iii. iii.
                                            Contact and/or notify the issuer, if needed, to gather additional information or clarification
                                            on an Investor;

 iv. Keep
                                            Investor information and data confidential and not disclose to any third-party except as
                                            required by regulatory agencies or in our performance under this Agreement (e.g. as needed
                                            for AML and background checks);

 v. Coordinate
                                            with third party providers to ensure adequate review and compliance;

 vi. Provide,
                                            or coordinate the provision by a third party, of an “invest now” payment processing
                                            mechanism, including connection to a qualified escrow agent.

General

    2.
    We note your stated
    intention to offer bonus shares to early investors, while conducting your offering to the public at a fixed price. Please provide
    your analysis as to the company’s eligibility to conduct such an offering under Regulation A. In this regard, it appears that
    the use of bonus shares in this manner would constitute a delayed primary offering. Refer to Securities Act Rule 251(d)(3)(F)(ii).

Issuer
Response: The Issuer has modified the proposed Investor Perks program on page 26 to eliminate the offer of Bonus Shares to the first
400 subscribers within 60 days of qualification to encourage early investment. The Issuer believes this change allows for the use of
the remaining Bonus Shares in a manner that would not constitute a delayed primary offering.

    3.
    We note your disclosure
    that the impetus for issuing bonus shares is to reach the requisite number of shareholders and shareholder’s equity to meet
    the listing criteria of a national exchange. Please provide more detail regarding the company’s intention to uplist to a national
    exchange. If qualifying for listing on a national exchange is a condition to this offering, please include the appropriate disclosures
    on the cover page. Additionally, revise the summary and risk factors section to include cautionary language highlighting that the
    company may never meet the listing criteria of a national exchange, and that investors could be left holding illiquid securities.

Issuer
Response: As described above, the Issuer has modified the proposed Investor Perks program to eliminate the offer of Bonus Shares
to the first 400 subscribers within 60 days of qualification to encourage early investment. Furthermore, the Issuer has deleted the language
stating the Issuer’s belief that the use of the Bonus Program in this manner “will result in the Company having the requisite
number of shareholders and shareholder’s equity to meet the listing criteria of a national exchange.” Because qualifying
for listing on a national exchange is not a condition of this offering, no additional disclosure in this regard has been added to the
cover page. The Issuer has also the revised the summary on page 2 and risk factor section on page 15 to include cautionary language highlighting
that the Company may never meet the listing criteria of a national exchange and that Investors could be left holding illiquid securities.
This revision includes the following additional risk factor:

There
can be no assurance that our Common Stock will ever be approved for listing on a national securities exchange. Failure
to develop or maintain an active trading market could negatively affect the value of our Common Stock and make it difficult or impossible
for investors to sell their shares in a timely manner.

There
is currently very limited trading of our Common Stock, and an active trading market may never develop. Our Common Stock is quoted on
the OTCQB tier of the OTC Markets. The OTCQB tier of the OTC Markets is a thinly traded market and lacks the liquidity of certain other
public markets with which some investors may have more experience. While
we remain determined to work towards getting our securities listed on a national exchange, there can be no assurance that this will occur.
As a result we may never develop an active trading market for our securities which may limit our investors’ ability to liquidate
their investments.

The
Issuer respectfully believes that the information contained herein is responsive to the Staff Comment Letter. Please feel free to contact
me at the above number for any questions related to this letter. If you need any additional information or have any follow up questions,
please feel free to contact Joseph Nunziata of Sichenzia Ross Ference LLP at (212) 930-9700.

    Sincerely,

    By:
    /s/ Robert
    Steele

    Name:
    Robert Steele

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
November 30, 2022
Robert Steele
Chief Executive Officer
THUMZUP MEDIA Corp
11845 W Olympic Blvd,
Suite 1100W #13
Los Angeles, CA 90064
Re:THUMZUP MEDIA Corp
Offering Statement on Form 1-A
Filed November 17, 2022
File No. 024-12067
Dear Robert Steele:
            We have reviewed your offering statement and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Offering Statement on Form 1-A
Plan of Distribution and Selling Shareholders, page 24
1.We note your statement that Dalmore Group will not be engaged as a placement agent but
will "assist with the share sales in exchange for a 1% commission." Please clarify the role
of the Dalmore Group and provide support for your belief that Dalmore Group is not
acting as a placement agent.

 FirstName LastNameRobert Steele
 Comapany NameTHUMZUP MEDIA Corp
 November 30, 2022 Page 2
 FirstName LastName
Robert Steele
THUMZUP MEDIA Corp
November 30, 2022
Page 2
General
2.We note your stated intention to offer bonus shares to early investors, while conducting
your offering to the public at a fixed price.  Please provide your analysis as to the
company's eligibility to conduct such an offering under Regulation A.  In this regard, it
appears that the use of bonus shares in this manner would constitute a delayed primary
offering.  Refer to Securities Act Rule 251(d)(3)(F)(ii).
3.We note your disclosure that the impetus for issuing bonus shares is to reach the requisite
number of shareholders and shareholder’s equity to meet the listing criteria of a national
exchange.  Please provide more detail regarding the company's intention to uplist to a
national exchange.  If qualifying for listing on a national exchange is a condition to this
offering, please include the appropriate disclosures on the cover page.  Additionally,
revise the summary and risk factors section to include cautionary language highlighting
that the company may never meet the listing criteria of a national exchange, and that
investors could be left holding illiquid securities.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            You may contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Joshua Shainess,
Legal Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Joseph Nunziata

CORRESP
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filename1.htm

June 30, 2021

VIA EDGAR

Division of Corporation
Finance

Office of Technology

United States Securities
and Exchange Commission

Washington, D.C.
20549

Re: ThumzUp
Media Corporation

Registration Statement on
Form S-1

Filed: April 29, 2021

File
No. 333-255624

Acceleration Request

    

    
    Requested
    Date:
    July
    2, 2021

    
    Requested
    Time:
    4:00
    PM Eastern Time

Dear Sir or
Madam:

Ladies and Gentlemen:

Pursuant to
Rule 461 under the Securities Act of 1933, as amended, Thumzup Medical Corporation (the “Company”) hereby
requests that the above-referenced Registration Statement on Form S-1, as amended on June 10, 2021 and on June 23, 2021 (File No. 333-255624)
(the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time”
set forth above or as soon thereafter as practicable, or at such later time as the Company may request by telephone to the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”).  The Company hereby
authorizes Aaron A. Grunfeld of Law Offices of Aaron A. Grunfeld, counsel for the Company, to make such request on the Company’s
behalf.

The Company
requests that it be notified of the effectiveness of the Registration Statement by telephone to Aaron A. Grunfeld of Law Offices of Aaron
A. Grunfeld & Associates, at (310) 890-0790.  Please also provide a copy of the Commission’s order declaring the
Registration Statement effective to Aaron A. Grunfeld via email at agrunfeld@grunfeldlaw.com.

Please direct
any questions or comments regarding this acceleration request to Aaron A. Grunfeld at (310) 890-0790.

Respectfully,

ThumzUp Media Corporation

By: /s/ Robert Steele

Robert Steele, Chief Executive Officer

Cc: Aaron A. Grunfeld, Esq.

CORRESP
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[Thumzup
Letterhead]

June
23, 2021

Division of Corporation Finance

Office of Technology

United States Securities and
Exchange Commission

Washington, D.C. 20549

Re:       ThumzUp
MediaCorporation

Amendment
No. 1 to Registration Statement on Form S-1

Filed June 10,
2021

File No.
333-255624

Dear Sir or Madam:

	By this letter
we are responding to your letter dated June 21, 2021 addressed to Robert Steele, Chief Executive Officer of ThumzUp Media Corporation
(the “Company”). For convenience of staff, we have provided below full text of each comment in the order given to us followed
by our response.

	Prospectus
Summary

	About This
Offering, Page 2

1.
We note your revisions in response to prior comment 1. Please also revise your disclosure in the "About This Offering" section
to indicate that the Selling Shareholders are selling at a fixed price of $1.00.

In accord
with staff’s request, we have revised our disclosures in the “About This Offering” section to indicate that the Selling
Stockholders will sell at fixed price of $1.00 per share whether into a public market or private sale until such time as the securities
are listed on OTCQB following which date the Selling Shareholders may sell at prevailing market prices or at any price in privately negotiated
transactions.

We further acknowledge
that, that the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or absence of action by the staff.

	You may contact
Aaron A. Grunfeld, the Company’s counsel, at (310) 788-7577, or by email at agrunfeld@grunfeldlaw.com, if you have questions or
further comments regarding our responses to your questions and the related matters covered by this response.

Sincerely,

/s/ Robert Steele

cc (via e-mail): Aaron A. Grunfeld

United States securities and exchange commission logo
June 21, 2021
Robert Steele
Chief Executive Officer
Thumzup Media Corporation
711 S. Carson Street Suite 4
Carson City, Nevada 89701
Re:Thumzup Media Corporation
Amendment No. 1 to Registration Statement on Form S-1
Filed June 10, 2021
File No. 333-255624
Dear Mr. Steele:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 25, 2021 letter.
Amendment No. 1 to Form S-1 filed June 10, 2021
Prospectus Summary
About This Offering, page 2
1.We note your revisions in response to prior comment 1. Please also revise your disclosure
in the "About This Offering" section to indicate that the Selling Shareholders are selling at
a fixed price of $1.00.

 FirstName LastNameRobert Steele
 Comapany NameThumzup Media Corporation
 June 21, 2021 Page 2
 FirstName LastName
Robert Steele
Thumzup Media Corporation
June 21, 2021
Page 2
            You may contact Amanda Kim, Senior Staff Accountant, at (202) 551-3241 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Anna Abramson, Staff
Attorney, at (202) 551-4969 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Aaron Grunfeld

CORRESP
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June
10, 2021

Division of Corporation Finance

Office of Technology

United States Securities and
Exchange Commission

Washington, D.C. 20549

Re:       ThumzUp
Media Corporation

Registration
Statement on Form S-1

Filed April 29,
2021

File No.
333-255624

Dear Sir or Madam:

	By this letter
we are responding to your letter dated May 25, 2021 addressed to Robert Steele, Chief Executive Officer of ThumzUp Media Corporation
(the “Company”). For convenience of staff, we have provided below full text of each comment in the order given to us followed
by our response.

	Cover Page

1.
Please revise your disclosure throughout the filing to clarify that the selling 	stockholders will sell at a fixed price or within
a bona fide price range until 	your shares are listed or quoted on an established public trading market, and 	thereafter at prevailing
market prices or privately negotiated prices. Please 	disclose the fixed price or bona fide price range in the prospectus. Refer to
	Item 501(b)(3) of Regulation S-K.

In accord
with staff’s request we have revised our disclosures throughout the filing clarifying that the selling stockholders will sell at
a price of $1.00 per share  whether into a public market or private sale until such time as the securities are
listed on OTCQB following which date the Selling Shareholders may sell at prevailing market prices or at any price in privately negotiated
transactions.

2.        Please
clarify that of the 2,765,438 shares of common stock being offered by the selling shareholders, 2,010,938 shares of common stock are
issuable upon conversion of promissory notes and accrued interest held by the selling shareholders.

We have
clarified that of the 2,765,438 shares of common stock being offered by the selling shareholders, 2,010,938 shares of common stock are
issuable upon conversion of promissory notes and accrued interest by the selling shareholders.

Prospectus Summary Page
1

 3. Please
                                            disclose in the prospectus summary that you have not yet generated any revenue and that there
                                            is substantial doubt about your ability to continue as a going concern.

Division of Corporation Finance

June 10, 2021

Page 2

We have
disclosed in the prospectus summary that we have not generated any revenue and that there is substantial doubt about our ability to continue
as a going concern.

Our officers and directors
are engaged in other activities …..” Page 9

 4. Please
                                            disclose the potential activities that could raise conflict of interest issues. We note your
                                            risk factor that your officers and directors "are engaged in activities that could have
                                            conflicts with our business interests" and that they "may engage in other activities."

We have
disclosed that our “officers and director do not devote full time to the affairs of the Company and could allocate their time and
attention to other business ventures which may not benefit the Company.”

Management's Discussion
and Analysis of Financial Condition and Results of 		 Operations JOBS Act, page 18

 5. You
                                            disclose here that you are an emerging growth company and that you have elected to opt in
                                            to the extended transition period for complying with new or revised accounting standards.
                                            Please include a risk factor disclosing the risks resulting from this election, including
                                            that your financial statements may not be comparable to companies that comply with public
                                            company effective dates.

We
have added a risk factor entitled “We are an emerging growth company under the JOBS Act and we cannot be certain if the reduced
disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.”
This risk includes disclosure that our financials may not be comparable to companies that comply with public company effective dates.
Moreover we have also expanded on this emerging company disclosure in the last paragraph of the risk factor that follows which is entitled
“Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.”

Micro Influencer
Software Technology, page 19

 6. Please
                                            disclose any material assumptions and limitations associated with the comparison of your
                                            business to the growth of Uber, DoorDash, AirBnb, and Etsy. Specifically, clarify in which
                                            respects your company is similar to these examples and how the examples and the growth metrics
                                            provided relate to your technology and business plan.

We have
revised the disclosures as follows: “We are a start-up, pre-revenue entity building new real-time platforms to support the gig
economy. We believe that acceptance of our app and revenue growth can be driven by our empowering everyday people to make money by
posting about what they find to be enjoyable or attractive on social media. Thumzup in our view is a conduit for advertisers to
connect directly with consumers and we will need to secure enough advertisers to make our app an attractive platform for adoption
and scalability. No assurance can be given that we will be able to achieve these results”.

Division of Corporation Finance

June 10, 2021

Page 3

Go to Market Strategy,
page 28

 7. Please
                                            disclose how you intend to calculate Return On Ad Spend.

We have disclosed that tracking
software available to advertisers can determine sales driven to the advertiser’s online store from Thumzup landing pages. ROAS
is   the  amount of sales that came to the online store from the
Thumzup landing pages divided by the advertiser cost of sales  and campaign.

Phase Two, page
29

 8. Please
                                            clarify your timing of Phase One and Phase Two and when you expect to begin generating revenue.

We have
disclosed the following at the end of the narrative describing Phase Two: “We expect Phase One to begin in Q4 2021 and Phase Two
to commence in Q2 2022. We anticipate being able to report revenues with the close of Q1 2022.”

Management, page
31

 9. Please
                                            include biographical disclosure regarding all executive officers and significant employees
                                            of the company. In this regard, we note that Daniel Lupinelli is listed as your Chief Technology
                                            Officer on your website and is a significant shareholder of the company. Also, provide executive
                                            compensation disclosure for Daniel Lupinelli and Lindsay Jones, your Acting Chief Financial
                                            Officer, or tell us why this disclosure is not required. Refer to Item 401 and Item 402(m)(2)(ii)
                                            of Regulation S-K.

Robert
Steele is currently the sole employee, officer and director of Thumzup Media Corporation. The company uses independent contractors,
software developers and consultants. Danny Lupinelli and Lindsay Jones are independent contractors. Mr. Lupinelli advises Mr. Steele
on certain software and technology matters from time to time and is employed elsewhere as we have provided in his biographical
disclosure. The Company has not entered into any agreements with Mr. Lupinelli and has not compensated him for any advice provided.
Mr. Jones is the outsourced consultant who oversees maintenance of the Company’s books and records and the preparation of our
financial statements. We have paid Mr. Jones approximately $13,200 from inception of the Company through May 31, 2021.

We included
biographical disclosures regarding all executive officers and significant employees of the company and provided executive compensation
disclosure for Daniel Lupinelli and Lindsay Jones pursuant to Item 401 and 402(m)(2)(ii) of Regulation S-K.

Security Ownership of Certain
Beneficial Owners and Management and Related Shareholder Matters, page 32

 10. Please
                                            revise your security ownership table to be as of a more recent date so that the common stock
                                            sales between December 31, 2020 and April 28, 2021 are taken into account, and, if applicable,
                                            any beneficial owners of more than five percent of any class of your voting securities are
                                            disclosed in the table. Refer to Rule 13d-3(d). Refer to Item 403 of Regulation S-K.

Division of Corporation Finance

June 10, 2021

Page 4

We have
provided a revised security ownership table as in effect as of May 31,  2021 .

Signatures, page
II-5

 11. Please
                                            explain why Lindsay Jones, your Acting Chief Financial Officer, has not signed the registration
                                            statement and your Chief Executive Officer, Robert Steele, is also identified as the Principal
                                            Financial and Accounting Officer.

Mr. Jones
is a management consultant who on an outsourced basis oversees our books and records and assists in preparation of our financial statements.
Mr. Steele is our Chief Accounting Officer. Please see our response to question 9 above.

General

 12. Please
                                            supplementally provide us with copies of all written communications, as defined in Rule 405
                                            under the Securities Act, that you, or anyone authorized to do so on your behalf, present
                                            to potential investors in reliance on Section 5(d) of the Securities Act, whether or not
                                            they retain copies of the communications .

Accompanying
this letter we are supplementally providing a deck and form of email transmittal sent to potential investors. The undersigned
conducted the communications with investors and no other persons were authorized to do so.

We further acknowledge
that, that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or absence of action by the staff.

	You may contact
Aaron A. Grunfeld, the company’s counsel, at (310) 788-7577, or by email at agrunfeld@grunfeldlaw.com, if you have questions or
further comments regarding our responses to your questions and the related matters covered by this response.

Sincerely,

/s/ Robert Steele

cc (via e-mail): Aaron A. Grunfeld

United States securities and exchange commission logo
May 25, 2021
Robert Steele
Chief Executive Officer
Thumzup Media Corporation
711 S. Carson Street Suite 4
Carson City, Nevada 89701
Re:Thumzup Media Corporation
Registration Statement on Form S-1
Filed April 29, 2021
File No. 333-255624
Dear Mr. Steele:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed April 29, 2021
Cover Page
1.Please revise your disclosure throughout the filing to clarify that the selling stockholders
will sell at a fixed price or within a bona fide price range until your shares are listed or
quoted on an established public trading market, and thereafter at prevailing market prices
or privately negotiated prices.  Please disclose the fixed price or bona fide price range in
the prospectus.  Refer to Item 501(b)(3) of Regulation S-K.
2.Please clarify that of the 2,765,438 shares of common stock being offered by the selling
shareholders, 2,010,938 shares of common stock are issuable upon conversion of
promissory notes and accrued interest held by the selling shareholders.

 FirstName LastNameRobert Steele
 Comapany NameThumzup Media Corporation
 May 25, 2021 Page 2
 FirstName LastName
Robert Steele
Thumzup Media Corporation
May 25, 2021
Page 2
Prospectus Summary, page 1
3.Please disclose in the prospectus summary that you have not yet generated any revenue
and that there is substantial doubt about your ability to continue as a going concern.
"Our officers and directors are engaged in other activities...", page 9
4.Please disclose the potential activities that could raise conflict of interest issues. We note
your risk factor that your officers and directors "are engaged in activities that could have
conflicts with our business interests" and that they "may engage in other activities."
Management's Discussion and Analysis of Financial Condition and Results of Operations
JOBS Act, page 18
5.You disclose here that you are an emerging growth company and that you have elected to
opt in to the extended transition period for complying with new or revised accounting
standards. Please include a risk factor disclosing the risks resulting from this election,
including that your financial statements may not be comparable to companies that comply
with public company effective dates.
Micro Influencer Software Technology, page 19
6.Please disclose any material assumptions and limitations associated with the comparison
of your business to the growth of Uber, DoorDash, AirBnb, and Etsy. Specifically, clarify
in which respects your company is similar to these examples and how the examples and
the growth metrics provided relate to your technology and business plan.
Go to Market Strategy, page 28
7.Please disclose how you intend to calculate Return On Ad Spend.
Phase Two, page 29
8.Please clarify your timing of Phase One and Phase Two and when you expect to begin
generating revenue.
Management, page 31
9.Please include biographical disclosure regarding all executive officers and significant
employees of the company.  In this regard, we note that Daniel Lupinelli is listed as your
Chief Technology Officer on your website and is a significant shareholder of the
company.  Also, provide executive compensation disclosure for Daniel Lupinelli and
Lindsay Jones, your Acting Chief Financial Officer, or tell us why this disclosure is not
required.  Refer to Item 401 and Item 402(m)(2)(ii) of Regulation S-K.

 FirstName LastNameRobert Steele
 Comapany NameThumzup Media Corporation
 May 25, 2021 Page 3
 FirstName LastName
Robert Steele
Thumzup Media Corporation
May 25, 2021
Page 3
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters, page 32
10.Please revise your security ownership table to be as of a more recent date so that the
common stock sales between December 31, 2020 and April 28, 2021 are taken into
account, and, if applicable, any beneficial owners of more than five percent of any class of
your voting securities are disclosed in the table.  Refer to Rule 13d-3(d).  Refer to Item
403 of Regulation S-K.
Signatures, page II-5
11.Please explain why Lindsay Jones, your Acting Chief Financial Officer, has not signed the
registration statement and your Chief Executive Officer, Robert Steele, is also identified
as the Principal Financial and Accounting Officer.
General
12.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Amanda Kim, Senior Staff Accountant, at (202) 551-3241 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Anna Abramson, Staff
Attorney, at (202) 551-4969 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Aaron Grunfeld