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.
 Robert Steele
FirstName
THUMZUPLastNameRobert
            MEDIA Corp Steele
Comapany 30,
November   NameTHUMZUP
              2022        MEDIA Corp
November
Page 2    30, 2022 Page 2
FirstName LastName
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