What changed in this filing

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Item 1. Financial Statements

2022-11-14 compared with 2022-08-03 · 185 added, 117 removed, 175 unchanged (63% of the section changed)

2 unchanged sentences

to the Condensed Financial Statements

Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021

Statements of Operations for the Three and Six Months ended June 30, 2022 and 2021 (unaudited)

Statements of Shareholder’s Equity for the Three and Six Months Ended June 30, 2022 and 2021 (unaudited)

Statements of Cash Flows for the Six Months ended June 30, 2022 and 2021 (unaudited)

to the Condensed Financial Statements (unaudited)

Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021

Condensed Statements of Operations for the Three and Nine Months ended September 30, 2022 and 2021 (unaudited)

Condensed Statements of Shareholder’s Equity for the Three and Nine Months Ended September 30, 2022 and 2021 (unaudited)

Condensed Statements of Cash Flows for the Nine Months ended September 30, 2022 and 2021 (unaudited)

Notes to the Condensed Financial Statements (unaudited)

Media Corporation

September 30,

Current assets

Cash and cash equivalents

Prepaid expenses

Total current assets

6 unchanged sentences

Stockholders’ equity

Preferred stock, $ 0.001 par value, 24,000,000 shares authorized;

no shares issued and outstanding, respectively

Preferred Series A, $ 0.001 par value, 1,000,000 shares authorized;

113,154 and 0 shares issued and outstanding, respectively

Common stock, $ 0.001 par value, 250,000,000 shares authorized;

5 unchanged sentences

TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY

accompanying unaudited notes are an integral part of these financial statements and should be read in conjunction with these unaudited

financial statements.

accompanying unaudited notes are an integral part of these financial statements and should be read in conjunction with these

unaudited financial statements.

Media Corporation

the Three Months Ended June 30,

the Six Months Ended June 30,

and marketing

and development

and administrative

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

Total revenue

Operating expenses:

income from operations

income (expenses)

Cost of revenue

Sales and marketing

Research and development

General and administrative

Depreciation expense

Total operating expenses

(Loss) income from operations

Other income (expenses)

income (loss) before income taxes

for income taxes

Interest (expense)

Total other income (expenses)

Net income (loss) before income taxes

Provision for income taxes

$ ( 292,935 )

2 unchanged sentences

$ ( 529,758 )

per common share - Basic and diluted

average common shares outstanding -Basic

The accompanying unaudited notes are an integral part

of these financial statements and should be read in conjunction with these unaudited financial statements.

Thumzup Media Corporation

Statements of Stockholders' Equity

the Three Months Ending June 30, 2022 and 2021

Stockholders’

Balance at March 31, 2022

Common stock issued for cash

Common stock issued for services

Earnings per common share - Basic and diluted

Weighted average common shares outstanding -Basic and diluted

accompanying unaudited notes are an integral part of these financial statements and should be read in conjunction with these unaudited

financial statements.

Media Corporation

of Stockholders’ Equity

Preferred Series A

For the Three Months Ended September 30, 2022 and 2021

Balance at June 30, 2022

Balance at March 31, 2021

$ ( 1,362,452 )

Preferred Series A issued for cash

Preferred Series A issued for conversion of notes and accrued interest

Common Stock issued for cash

Common Stock issued for services

Common Stock issued for conversion of notes and accrued interest

Balance at September 30, 2022

$ ( 1,655,388 )

Balance at June 30, 2021

For the Six Months Ending June 30, 2022 and 2021

$ ( 239,450 )

Balance at September 30, 2021

$ ( 535,444 )

For the Nine Months Ending September 30, 2022 and 2021

Balance at December 31, 2021

$ ( 862,942 )

Preferred Series A issued for cash

Preferred Series A issued for conversion of notes and accrued interest

Common Stock issued for cash

Common Stock issued for services

Balance at June 30, 2022

Common Stock issued for conversion of notes and accrued interest

Balance at September 30, 2022

$ ( 1,655,388 )

Balance at December 31, 2020

Common stock issued for services

Common stock issued for cash

Common stock issued for advisory

Balance at June 30,

The accompanying unaudited notes are an integral part

of these financial statements and should be read in conjunction with these unaudited financial statements.

Balance at September 30, 2021

$ ( 535,444 )

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

Media Corporation

of Cash Flows

The Six Months Ending June 30,

The Nine Months Ending September 30,

Cash flows from operating activities

3 unchanged sentences

Stock issued for services

Interest expense converted to stock

Adjustments to reconcile net loss to net cash used in operating activities:

9 unchanged sentences

Proceeds from loan – related party

Proceeds from sale of preferred Series A

Net cash provided by financing activities

5 unchanged sentences

Cash paid for income taxes

Supplemental disclosures of noncash financing activities:

Preferred Series A issued for conversion of notes payable

Common stock issued for conversion of notes payable and accrued interest

accompanying unaudited notes are an integral part of these financial statements and should be read in conjunction with these unaudited

3 unchanged sentences

1 - Business Organization and Nature of Operations

Thumzup Media Corporation (“Thumzup”

or “Company”) was incorporated October 27, 2020, under the laws of the State of Nevada, and its headquarters is located in

Carson City, Nevada.

The Company is a software company dedicated to building an influencer community around its mobile app (“App”).

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

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

The Thumzup App enables users to select

a brand they want to post about on social media.

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

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

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.

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 accounts.

For the advertiser, the Thumzup system enables brands to get real

people to promote their products to their friends, rather than displaying banner ads that people are tuning out.

The Company has recorded

nominal revenues during the first six months of 2022 and continues with the development of enhancements to its App and marketing efforts.

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.

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.

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

The Company has recorded nominal revenues during the first nine months of 2022 and continues with the development of enhancements

to its App and marketing efforts.

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.

2 – Summary of Significant Accounting Policies

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less when purchased.

As of June 30, 2022 and December 31, 2021, the Company’s cash and cash equivalents were $653,856 and $424,445,

As of September 30, 2022 and December 31, 2021, the Company’s cash and cash equivalents were $ 1,099,761 and

$ 424,445 , respectively.

Company has no prepaid expenses at June 30, 2022 and December 31, 2021.

expenses consist prepaid professional fees related to a scheduled filing and other receivables of $ 123,838 and $ 0 at September 30, 2022

and December 31, 2021, respectively.

and Equipment

8 unchanged sentences

assigned to computer equipment.

Depreciation expense for the six months ended June 30, 2022 and 2021 was $1,080 and $476, respectively.

The Company accounts for revenue in accordance

with ASC 606, Revenue from Contracts with Customers.

The underlying principle of ASC 606 is to recognize revenue to depict the transfer

of goods or services to customers at the amount expected to be collected.

Revenues are recognized when control of the

promised goods or services are transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange

for those goods or services.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be

recognized as we fulfill our obligations under each of our agreements:

· identify the contract with a

· identify the performance obligations

in the contract;

· determine the transaction price;

· allocate the transaction price

to performance obligations in the contract;

· recognize revenue as the performance

obligation is satisfied.

Depreciation expense for the nine months ended September 30, 2022 and 2021 was $ 1,620 and $ 476 , respectively.

Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers.

The underlying principle of ASC 606 is

to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected.

are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration

that we expect to receive in exchange for those goods or services.

The Company applies the following five steps in order to determine

the appropriate amount of revenue to be recognized as we fulfill our obligations under each of our agreements:

the contract with a customer;

the performance obligations in the contract;

the transaction price;

the transaction price to performance obligations in the contract;

revenue as the performance obligation is satisfied.

Company realizes revenue upon the fulfillment of its performance obligations to customers.

As of September 30, 2022 and December 31,

2021, the Company had deferred revenue of $ 2,863 and $ 0 , respectively, for contracts under which the customer had paid for and the Company

had not yet delivered.

and Development Costs

6 unchanged sentences

feasibility, which is generally the completion of a working prototype that has been certified as having no critical bugs and is a release

For the six months ended June 30, 2022 and 2021, research and development costs for software were expensed when incurred as

they related to the initial product development stage for our Thumzup TM App.

For the nine months ended September 30, 2022 and 2021, research and development costs for software were expensed when incurred

as they related to the initial product development stage for our Thumzup TM App.

Company utilizes the asset and liability approach to measure deferred tax assets and liabilities based on temporary differences existing

9 unchanged sentences

as income or expense in the period that includes the enactment date of that rate.

Company has an accumulated deficit of approximately $1,362,000 as of June 30, 2022, and at the current corporate tax rate of 21% results

in an estimated net operating loss (“NOL”) of $286,020.

The Company has no income tax effect due to the recognition of a

full valuation allowance on the expected tax benefits of future loss carry forwards based on uncertainty surrounding the realization

Company has an accumulated deficit of approximately $ 1,655,388 as of September 30, 2022, and at the current corporate tax rate of 21 %

results in an estimated net operating loss (“NOL”) of $ 348,000 .

The Company has no income tax effect due to the recognition

of a full valuation allowance on the expected tax benefits of future loss carry forwards based on uncertainty surrounding the realization

of such tax assets.

13 unchanged sentences

Company is a beginning revenue, software and services company that has relied on short-term debt and equity funding for its operations.

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

to fund operating activities for the six months ended June 30, 2022.

June 2022 the Company sold 193,501 shares of its common stock for $3.00 per share and received proceeds of $580,500.

At September 30, 2022 and December 31, 2021, the Company had a cash balance of $ 1,099,761 and $ 424,445 , respectively.

The Company used

$ 851,984 to fund operating activities for the nine months ended September 30, 2022 and had an accumulated deficit of $ 1,655,388 .

the third quarter ended September 30, 2022, the Company sold 17,558 shares of its Series A Preferred stock and received proceeds of $ 790,000 .

4 - Senior Secured Convertible Promissory Notes

7 unchanged sentences

property now or hereafter owned or created by or on behalf of the Company’s founding shareholders to operate the Company’s

The Company’s founding shareholders stock (“Founders’ Stock”) is pledged as additional collateral to

secure the terms and covenants of the Agreement and the other financing agreements.

The Founders’ Stock is held in escrow with

legal counsel selected by the Senior Note holders (“Holders”).

founding shareholders (“Founders”) have agreed to take no salaries, consulting fees, loans or payment of any kind from the

Company until after full satisfaction of each of the following conditions:

(1) registration of the shares underlying the Senior Notes

with the SEC on Form S-1;

(2) obtaining a trading symbol from FINRA or its successor;

(3) listing of the Company’s shares of common

stock for trading on OTCQB or a national securities exchange such as Nasdaq;

(4) completing an equity raise of at least $3 million at

a pre-money valuation for the Company of at least $10 million;

and (5) timely having made all periodic and other filings required of

a “reporting” company with the SEC for a period of not less than 12 months.

Company may prepay all or any portion of the Senior Notes, after providing 30 days prior written notice, at the Company’s option,

21 unchanged sentences

Down Round as a contingent beneficial feature and will record a benefit to a Holder, if and, when a conversion price adjustment occurs.

September 2022 the Company entered into separate exchange agreements with the Holders of the Senior Secured Promissory Notes to allow

the conversion of their notes and accrued interest into shares of preferred stock.

In September 2022 the Holders of the Senior Secured

Promissory Notes exercised their option to convert their notes and accrued interest of $ 85,543 into 777,663 shares of common stock, and

$ 157,733 of notes and accrued interest were converted into 95,596 shares of Preferred Series A stock.

The balance of the Senior Secured

Promissory Notes and the associated accrued interest payable at September 30, 2022 was $ 0 .

5 – Shareholders’ Equity

Company is authorized to issue 25,000,000 shares of preferred stock, par value $ 0.001 per share.

On September 26, 2022 the Company submitted

a Certificate of Designation to the Secretary of State of Nevada designating 1,000,000 shares of preferred stock as Series A Preferred.

Each shareholder shall have the right, at any time and from time to time, at the shareholder’s option to convert any or all of

such holder’s shares of Series A Preferred into the number of shares of Common Stock.

Each share of Series A Preferred initially

converts into 15 shares of Common Stock at a reference rate of $ 3.00 per share of Common Stock subject to adjustments.

holders of Series A Preferred shall be entitled to receive, in cash or in-kind at Company’s election, in an amount equal to $ 3.50

If paid in kind, the dividend shall be in shares of Series A Preferred (the “Dividend Shares”) valued at the $ 45.00

per share of Series A Preferred (the “Purchase Price”) unless the closing price of the Common Stock on the Trading Day prior

to the issuance of the dividend is below the Reference Rate, in which case the Dividend Shares shall be valued at the Purchase Price

adjusted pursuant to the formula set forth in Section 3 of the Certificate of Designations.

September 2022, the Company entered into a Securities Purchase Agreement with five accredited investors.

Pursuant to the Securities Purchase

Agreements, the company sold 17,558 Shares of its Series A Preferred at $ 45.00 per preferred share and received gross proceeds of $ 790,000 .

September 2022, the Company issued 95,596 shares of its Series A Preferred upon conversion of the Senior Secured Promissory Notes and

the associated accrued interest payable of $ 157,733 .

The balance of the Senior Secured Promissory Notes payable at September 30, 2022

and December 31, 2021 was $ 0 and $ 215,000 , respectively.

Company is authorized to issue 250,000,000 million shares of common stock, par value $ 0.001 per share.

As June 30, 2022 and December 31, 2021,

As September 30, 2022 and December

31, 2021, the Company had 7,106,333 and 6,037,836 shares issued and outstanding, respectively.

The initial shares were issued as follows:

shares to Robert Steele (Founder and CEO) and 1,500,000 shares to Danny Lupinelli (Founder).

The Founders’ common stock is pledged

as collateral on the Senior Secured Convertible Promissory Notes (See Note 4).

the six months ended June 30, 2022, the Company sold 82,333 shares of common stock at $1.50 per share and 193,501 shares of common stock

at $3.00 per share to accredited investors within the meaning of the federal securities laws in transactions exempt from registration

August 2022, the Company sold 11,000 shares of common stock at $ 3.00 per share to accredited investors within the meaning of the federal

securities laws in transactions exempt from registration under the Securities Act of 1933, as amended.

September 2022, the Company issued 777,663 shares of its common stock upon conversion of the Senior Secured Promissory Notes and the

associated accrued interest payable of $ 85,543 .

The balance of the Senior Secured Promissory Notes payable at September 30, 2022 and

December 31, 2021 was $ 0 and $ 215,000 , respectively.

the nine months ended September 30, 2022, the Company sold 82,333 shares of common stock at $ 1.50 per share and 193,501 shares of common

stock at $ 2.00 per share to accredited investors within the meaning of the federal securities laws in transactions exempt from registration

under the Securities Act of 1933, as amended.

1 unchanged sentence

recognized an expense of $ 18,380 .

the three months ended March 31, 2021, the Company issued 30,000 shares of common stock to its legal counsel at par value per share of

$0.001, pursuant to an engagement letter entered into in December 2020, and sold 463,500 shares of common stock at $1.00 per share to

accredited investors within the meaning of the federal securities laws in transactions exempt from registration under the Securities

the three nine ended September 30, 2021, the Company issued 30,000 shares of common stock to its legal counsel at par value per share

of $ 0.001 , pursuant to an engagement letter entered into in December 2020, and sold 724,500 shares of common stock at $ 1.00 per share

to accredited investors within the meaning of the federal securities laws in transactions exempt from registration under the Securities

Act of 1933, as amended.

The Company received proceeds from the sales of $ 724,500 .

6 – Contingencies

The Company is subject to risks and uncertainties

as a result of the COVID-19 pandemic.

The severity of the impact of the COVID-19 pandemic on the Company’s business will depend

on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact

on the Company’s customers, service providers and suppliers, all of which are uncertain and cannot be predicted.

As of the date

of issuance of Company’s financial statements, the extent to which the COVID-19 pandemic may in the future materially impact the

Company’s financial condition, liquidity or results of operations is uncertain.

Russia-Ukraine conflict

The Russian-Ukraine conflict is a global concern.

The Company does not have any direct exposure to Russia or Ukraine through its operations, employee base, investments or sanctions.

have no basis to evaluate the possible risks of this conflict.

Company is subject to risks and uncertainties as a result of the COVID-19 pandemic.

The severity of the impact of the COVID-19 pandemic

on the Company’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic

and the extent and severity of the impact on the Company’s customers, service providers and suppliers, all of which are uncertain

and cannot be predicted.

As of the date of issuance of Company’s financial statements, the extent to which the COVID-19 pandemic

may in the future materially impact the Company’s financial condition, liquidity or results of operations is uncertain.

Russia-Ukraine

Russian-Ukraine conflict is a global concern.

The Company does not have any direct exposure to Russia or Ukraine through its operations,

employee base, investments or sanctions.

However, if the conflict escalates, it is unknown whether its direct or indirect effects may

impact our business.

7 – Subsequent Events

October 1, 2022, the Company entered into an employment agreement with Robert Steele for his services as Chief Executive Officer.

the terms of the employment agreement, Mr.

Steele receives a salary of $ 5,000 per month.

October 1 to November 7, 2022, the Company issued 3,335 shares of Series A Preferred stock for cash proceeds of $ 150,000 .

October 31, 2022, a majority of the shareholders of the Company adopted a resolution to increase the Company’s authorized capital

from 100,000,000 to 275,000,000 of which consist of 250,000,000 shares of Common Stock and 25,000,000 shares of Preferred Stock.

October 31, 2022, the Board and a majority of the shareholders adopted resolutions to grant discretionary authority to the Board to amend

the Articles of Incorporation to effect one or more consolidations of the issued and outstanding shares of Common Stock, pursuant to

which the shares of Common Stock would be combined and reclassified into one share of Common Stock at a ratio within the range from 1-for-2

up to 1-for-10 (each, a “Reverse Stock Split”), provided that, the Company shall not effect Reverse Stock Splits that, in

the aggregate, exceed 1-for-10 .

October 31, 2022, the Board and a majority of the shareholders adopted resolutions to grant discretionary authority to the Board to amend

the Articles of Incorporation to effect one or more forward splits of the issued and outstanding shares of Common Stock, pursuant to

which the shares of Common Stock would be increased at a ratio within the range from 2-for-1 up to 10-for-1 (each, a “Forward Stock

Split”), provided that, the Company shall not effect Forward Stock Splits that, in the aggregate, exceed 10-for-1.

November 4, 2022, the Company filed a Certificate of Amendment with the Secretary of State of the State of Nevada to authorize 275,000,000

shares of the Company, of which consist of 250,000,000 shares of Common Stock and 25,000,000 shares of Preferred Stock.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements