What changed in this filing

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Item 9A. Controls and Procedures

2023-08-17 compared with 2023-05-25 · 128 added, 17 removed, 806 unchanged (15% of the section changed)

35 unchanged sentences

timely fashion.

the Company has had to restate its audited financials for the year ended December 31, 2022 due the inadvertent omission of certain liquidated

damages accrued during the year ended December 31, 2022 which further demonstrates the Company’s ineffective internal controls.

plan to take steps to enhance and improve the design of our internal control over financial reporting.

281 unchanged sentences

Financial Statements.

following documents are included on pages F-1 through F-6 attached hereto and are filed as part of this Annual Report on Form 10-K.

following documents are included on pages F-1 through F-6 attached hereto and are filed as part of this Annual Report on Form 10-K/A.

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets as of December 31, 2022 and 2021

Statements of Operations for the Years Ended December 31, 2022 and 2021

Statements of Stockholders’ Deficit for the Years Ended December 31, 2022 and 2021

Statements of Cash Flows for the Years Ended December 31, 2022 and 2021

Sheets as of December 31, 2022 and 2021 (as restated)

of Operations for the Years Ended December 31, 2022 and 2021 (as restated)

of Stockholders’ Deficit for the Years Ended December 31, 2022 and 2021 (as restated)

of Cash Flows for the Years Ended December 31, 2022 and 2021 (as restated)

Notes to Financial Statements

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accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized on May 25, 2023.

thereunto duly authorized on August 17, 2023.

Media Corporation

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Executive Officer (Principal Executive Officer) and

August 17, 2023

of the Board of Directors

1 unchanged sentence

Financial Officer

August 17, 2023

Financial and Accounting Officer)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

August 17, 2023

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

2 unchanged sentences

have audited the accompanying balance sheets of Thumzup Media Corporation (the Company) as of December 31, 2022, and 2021, and the related

statements of operations,, stockholders’ deficit, and cash flows for each of the years in the years ended December 31, 2022 and

statements of operations, stockholders’ equity, and cash flows for each of the two years in the years ended December 31, 2022,

and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations

and its cash flows for each of the years ended December 31, 2022, in conformity with accounting principles generally accepted in the

United States of America.

In our opinion, the financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2022, and 2021, and the results of its operations

and its cash flows for each of the two years ended December 31, 2022, in conformity with accounting principles generally accepted in

the United States of America.

Consideration

8 unchanged sentences

that might result from the outcome of this uncertainty.

discussed in Note 2 and Note 6 to the financial statements, the Company restated its financial statements to account for registration

rights which require the Company to pay liquidation damages relating its equity offerings.

The Company restated its balance sheet and

statement of operations to record an expense for these damages.

Our opinion is not modified with respect to this matter.

financial statements are the responsibility of the Company’s management.

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Salt Lake City, Utah

March 30, 2023

March 30, 2023, except for Note 2 and Note 6, as to which the date is August 17, 2023

have served as the Company’s auditor since 2021

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payable and accrued expenses

Liquidated damages and accrued interest

secured convertible promissory notes

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STATEMENTS OF OPERATIONS

the Years Ended December 31,

the Year Ended December 31,

and marketing

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Income (Expense):

Expense for liquidated damages

Other Income (Expense)

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Preferred Series A issued for cash

Preferred Series A issued for exchange of notes and interest

Preferred Series A issued for conversion of notes

Preferred Series A issued for dividends

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For the Year Ended December 31,

(As Restated)

Cash flows from operating activities:

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Changes in operating assets and liabilities:

Liquidated damages and accrued interest

Prepaid expenses

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Proceeds from sale of common stock

Proceeds from sale of preferred stock

Subscription receivable

Costs incurred for equity sales

Proceeds from sale of preferred stock

Net cash provided by financing activities

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has elected to comply with certain reduced public company reporting requirements.

2 - Summary of Significant Accounting Policies

2 - Restatement

connection with the preparation of the Company’s condensed consolidated interim financial statements as of and for the fiscal quarter

ended June 30, 2023, the Company identified inadvertent errors in the accounting for certain equity transactions, specifically the liquidated

damages provisions contained in certain of the Company’s equity offerings.

Upon further evaluation, the Company determined

that the liquidated damages should have been accounted for as liabilities and losses for the liquidated damages recorded in the Company’s

consolidated statements of operations.

categories of misstatements and their impact on previously reported consolidated financial statements for the 2022 annual period are

described below:

The recognition, measurement and presentation and disclosure related to the liquidated damages provisions in contained

in the Registration Rights Agreements of certain of the Company’s equity offerings.

addition to the restatement of the financial statements, certain information in Note 6 to the financial statements has been restated

to reflect the corrections of misstatements discussed above as well as to add disclosure language as appropriate.

financial statement misstatements reflected in previously issued consolidated financial statements did not impact cash flows from operations,

investing, or financing activities in the Company’s consolidated statements of cash flows for any period previously presented.

of restated financial statements to financial statements as previously reported

following tables compare the Company’s previously issued Consolidated Balance Sheet and Consolidated Statements of Operations as

of and for the year ended December 31, 2022 to the corresponding restated consolidated financial statements for the respective year.

restated consolidated balance sheet and consolidated statements of operations as of and for the year ended December 31, 2022 are as follows:

Schedule of Restated Consolidated

Balance Sheet And Consolidated Statements Of Operations

MEDIA CORPORATION

December 31, 2022

Restatement Adjustment

December 31, 2022

(As Reported)

(As Restated)

Current assets:

Prepaid expenses

Total current assets

Property and equipment, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued expenses

Liquidated damages and accrued interest

Total current liabilities

Total liabilities

Commitments and contingencies

Stockholders’ equity:

Preferred stock - 20,000,000 shares authorized:

Preferred stock - Series A, $ 0.001 par value, $ 45,000 stated value, 1,000,000 shares authorized;

125,865 shares issued and outstanding

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

7,108,336 shares issued and outstanding

Additional paid in capital

Subscription receivable

Accumulated deficit

( 2,084,707 )

( 2,367,623 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

accompanying notes are an integral part of these financial statements.

MEDIA CORPORATION

OF OPERATIONS

December 31, 2022

Restatement Adjustment

December 31, 2022

(As Reported)

(As Restated)

Operating Expenses:

Cost of revenues

Sales and marketing

Research and development

General and administrative

Depreciation and amortization

Total Operating Expenses

Loss From Operations

( 1,210,614 )

Other Income (Expense):

Expense for liquidated damages

Interest expense

Total Other Income (Expense)

Net Loss Before Income Taxes

( 1,221,765 )

( 1,504,681 )

Provision for Income Taxes (Benefit)

( 1,221,765 )

( 1,504,681 )

Net Income (Loss) Available to Common Stockholders

$ ( 1,221,765 )

$ ( 282,916 )

$ ( 1,504,681 )

Net Income (Loss) Per Common Share:

Weighted Average Common Shares Outstanding:

Note 3 - Summary

of Significant Accounting Policies

of Presentation -

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interest of $ 85,543 .

the year ended December 31, 2022, the Company has realized a $ 282,916

expense for liquidated damages contained in the Registration Rights Agreements in certain of the Company’s equity offerings

for failing to file and maintain a registration statement covering the shares sold in those offerings.

The liquidated damages

include penalties for failing to file a registration statement covering the shares issued in the equity offerings of 1% of the

investment amount every 20 or 30 days commencing 45 days after each investment, failing to maintain an effective registration

statement covering the shares issued in the equity offerings of 1% every 30 days commencing 90 days after each investment, as well

as interest on the penalties resulting from the Company failing to make timely payment of 1.5% every 30 days.

As of December 31,

2022 and 2021, the accrued liquidated damages and accrued interest is $ 282,916

respectively.

7 - Income Taxes

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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-K/A

Item 9A. Controls and Procedures