What changed in this filing

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Item 1. Financial Statements

2023-08-21 compared with 2023-05-15 · 241 added, 138 removed, 210 unchanged (64% of the section changed)

2 unchanged sentences

to the Condensed Financial Statements

Condensed Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022

Condensed Statements of Operations for the Three Months Ended March 31, 2023 and 2022 (unaudited)

Condensed Statements of Shareholder’s Equity for the Three Months Ended March 31, 2023 and 2022 (unaudited)

Condensed Statements of Cash Flows for the Three Months ended March 31, 2023 and 2022 (unaudited)

Condensed Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022 (As Restated)

Condensed Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)

Condensed Statements of Shareholder’s Equity (Deficit) for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)

Condensed Statements of Cash Flows for the Six Months ended June 30, 2023 and 2022 (unaudited)

Notes to the Condensed Financial Statements (unaudited)

MEDIA CORPORATION

BALANCE SHEETS

(As Restated)

Current assets:

and equipment, net

software costs, net

AND STOCKHOLDERS’ EQUITY

payable and accrued expenses

Prepaid expenses

Total current assets

Property and equipment, net

Capitalized software costs, net

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

and contingencies

Stockholders’

stock - 20,000,000 shares authorized:

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

128,312 and 125,865 shares issued and outstanding,

Accounts payable and accrued expenses

Liquidated damages and accrued interest

Total current liabilities

Total liabilities

Commitments and contingencies (See Note 5)

Stockholders’ equity (deficit):

Preferred stock - 20,000,000 shares authorized:

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

130,807 and 125,865 shares issued and outstanding, respectively

Preferred Stock Value

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

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

7,288,171 and 7,108,336 shares issued and outstanding, respectively

paid in capital

stockholders’ equity

liabilities and stockholders’ equity

Additional paid in capital

Subscriptions receivable

Accumulated deficit

( 4,203,292 )

( 2,367,623 )

Total stockholders’ equity (deficit)

Total liabilities and stockholders’ equity (deficit)

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

MEDIA CORPORATION

STATEMENTS OF OPERATIONS

the Three Months Ended March 31,

and marketing

and development

and administrative

and amortization

OF OPERATIONS

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Operating Expenses:

From Operations

Income (Expense):

Cost of revenues

Sales and marketing

Research and development

General and administrative

Depreciation and amortization

Total Operating Expenses

Loss From Operations

( 1,428,578 )

Other Income (Expense):

Loss Before Income Taxes

for Income Taxes (Benefit)

on preferred stock

Income (Loss) Available to Common Stockholders

Income (Loss) Per Common Share:

Average Common Shares Outstanding:

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

Liquidated damages expense

Interest expense

Total Other Income (Expense)

Net Loss Before Income Taxes

( 1,830,725 )

Provision for Income Taxes (Benefit)

$ ( 921,935 )

$ ( 275,138 )

$ ( 1,830,725 )

$ ( 499,510 )

Dividends on preferred stock

Net Loss Attributable to Common Stockholders

$ ( 924,430 )

$ ( 275,138 )

$ ( 1,835,667 )

$ ( 499,510 )

Net Income (Loss) Per Common Share:

Weighted Average Common Shares Outstanding:

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

MEDIA CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

Preferred Stock

Subscriptions

Balance at December 31, 2021

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Common Stock issued for investment

Common stock issued for services

$ ( 499,510 )

Balance at March 31, 2022

$ ( 499,510 )

Balance at December 31, 2022

Balance at June 30, 2022

$ ( 1,362,452 )

Preferred Stock

Subscriptions

Balance at December 31, 2022 (as restated)

$ ( 2,367,623 )

Common Stock issued for services rendered

Common Stock issued for investment

Common Stock offering costs

Stock subscription receivable received

Preferred Series A issued for dividends

Proceeds from stock subscription receivable

Common Stock issued for services

$ ( 1,830,725 )

Balance at June 30, 2023

$ ( 4,203,292 )

$ ( 229,829 )

Preferred Stock

Subscriptions

Balance at March 31, 2022

$ ( 1,087,314 )

Common Stock issued for investment

Common stock issued for services

$ ( 275,138 )

Balance at June 30, 2022

( 1,362,452 )

Preferred Stock

Subscriptions

Balance at March 31, 2023 (as restated)

$ ( 3,278,861 )

Common Stock issued for services rendered

Common Stock issued for investment

Common Stock offering costs

Stock subscription receivable received

Preferred Series A issued for dividends

$ ( 921,935 )

Balance at June 30, 2023

$ ( 4,203,292 )

$ ( 229,829 )

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

MEDIA CORPORATION

STATEMENTS OF CASH FLOWS

the Three Months Ended March 31,

flows from operating activities:

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

and amortization expense

issued for services

in operating assets and liabilities:

payable and accrued expenses

cash used in operating activities

flows from investing activities:

software costs

cash used in investing activities

flows from financing activities:

from sale of common stock

cash provided by financing activities

(decrease) increase in cash

beginning of year

disclosures of cash flow information:

paid during period for interest

paid during period for taxes

disclosure of non-cash investing and financing activities:

Series A shares issued for dividends

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

STATEMENTS OF CASHFLOWS

For the Six Months Ended June 30,

Cash flows from operating activities:

$ ( 1,830,725 )

$ ( 499,510 )

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

Depreciation and amortization expense

Stock issued for services

Changes in operating assets and liabilities:

Liquidated damages and accrued interest

Prepaid expenses

Accounts payable and accrued expenses

Net cash used in operating activities

( 1,352,253 )

Cash flows from investing activities:

Purchases of property and equipment

Capitalized software costs

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from sale of common stock

Proceeds from loan

Proceeds from sale of preferred stock

Costs incurred for equity sales

Net cash provided by financing activities

Net (decrease) increase in cash

Cash, beginning of period

Cash, end of period

Supplemental disclosures of cash flow information:

Cash paid during period for interest

Cash paid during period for taxes

Supplemental disclosure of non-cash investing and financing activities:

Preferred Series A shares issued for dividends

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

Media Corporation

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necessarily indicative of the results for the full year.

Certain information and disclosures

normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim unaudited

condensed consolidated financial statements.

Accordingly, these interim unaudited condensed consolidated financial statements should be

read in conjunction with the consolidated financial statements and notes thereto included in our Amendment No.

2 to the Annual Report

on Form 10-K for the fiscal year ended December 31, 2022 as filed and restated with the SEC August 16, 2023 (the “Annual Report”).

The December 31, 2022 balance sheet is derived from those restated financial statements.

Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America,

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less when purchased.

of March 31, 2023 and December 31, 2022, the Company’s cash and cash equivalents consisted of $ 528,330 and $ 1,155,343 , respectively.

Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of

the federally insured limit of $ 250,000 per bank.

The Company minimizes this risk by placing its cash deposits with major financial

institutions.

At March 31, 2023 and December 31, 2022, the uninsured balances amounted to $ 278,330 and $ 905,343 , respectively.

is a risk the Company may lose uninsured balances over the FDIC insurance limit.

of March 31, 2023 and December 31, 2022, the Company had $ 2,903 and $ 2,903 in prepaid expenses, respectively.

of June 30, 2023 and December 31, 2022, the Company’s cash and cash equivalents consisted of $ 393,143 and $ 1,155,343 , respectively.

The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in

accounts that at times may be in excess of the federally insured limit of $ 250,000 per bank.

The Company minimizes this risk by placing

its cash deposits with major financial institutions.

At June 30, 2023 and December 31, 2022, the uninsured balances amounted to $ 143,143

and $ 905,343 , respectively.

There is a risk the Company may lose uninsured balances over the FDIC insurance limit.

of June 30, 2023 and December 31, 2022, the Company had $ 53,538 and $ 2,903 in prepaid expenses, respectively.

The Company’s prepaid

expenses as of June 30, 2023 were primarily for marketing, filing, and listing fees for services not yet rendered.

The Company’s

prepaid expenses as of December 31, 2022 consisted primarily of fees paid to a consultant for business development services which were

rendered in April 2023.

rendered in 2023.

and Equipment

8 unchanged sentences

to computer equipment at the end of each fiscal year.

Depreciation expense for the three months ended March 31, 2023 and 2022 was $ 540 and

$ 540 , respectively.

Depreciation expense for the three months ended June 30, 2023 and 2022 was $ 753

and $ 540 , respectively.

Depreciation expense for the six months ended June 30, 2023 and 2022 was $ 1,293 and $ 1,080 , respectively.

Software Development Costs

capitalize certain costs related to the development and enhancement of the Thumzup platform.

In accordance with authoritative guidance,

we began to capitalize these costs when the technological feasibility was established and preliminary development efforts were successfully

completed, management has authorized and committed project funding, and it was probable that the project would be completed and the software

would be used as intended.

Such costs are amortized when placed in service, on a straight-line basis over the estimated useful life of

the related asset, generally estimated to be three years.

Costs incurred prior to meeting these criteria together with costs incurred

for training and maintenance are expensed as incurred and recorded in product development expenses on our consolidated statements of

Costs incurred for enhancements that were expected to result in additional features or functionality are capitalized and

expensed over the estimated useful life of the enhancements, generally seven years.

The accounting for these capitalized software costs

requires us to make significant judgments, assumptions and estimates related to the timing and amount of recognized capitalized software

development costs.

For the three months ended March 31, 2023 and 2022, we capitalized $ 52,288 and $ 0 of costs related to the development

of software applications, respectively.

Amortization of capitalized software costs was $ 1,867 and $ 0 for the three months ended March

31, 2023 and 2022.

Capitalized software was $ 50,421 and $ 0 , net of accumulated amortization of $ 1,867 and $ 0 at March 31, 2023 and December

31, 2022, respectively.

In accordance with authoritative

guidance, we began to capitalize these costs when the technological feasibility was established and preliminary development efforts

were successfully completed, management has authorized and committed project funding, and it was probable that the project would be

completed and the software would be used as intended.

Such costs are amortized when placed in service, on a straight-line basis over

the estimated useful life of the related asset, generally estimated to be three years.

Costs incurred prior to meeting these

criteria together with costs incurred for training and maintenance are expensed as incurred and recorded in product development

expenses on our consolidated statements of operations.

Costs incurred for enhancements that were expected to result in additional

features or functionality that would generate additional revenue are capitalized and expensed over the estimated useful life of the

enhancements, generally three years.

The Company does not capitalize any testing or maintenance costs.

The accounting for these

capitalized software costs requires us to make significant judgments, assumptions and estimates related to the timing and amount of

recognized capitalized software development costs.

For the six months ended June 30, 2023 and 2022, we capitalized $ 73,138 and

costs related to the development of software applications, respectively.

Amortization of capitalized software costs was $ 4,937 and

the three months ended June 30, 2023 and 2022, respectively, and $ 6,804 and

the six months ended June 30, 2023, respectively.

Capitalized software was $ 66,334 and

net of accumulated amortization of $ 6,804 and

June 30, 2023 and December 31, 2022, respectively.

Company recognizes revenue when services are performed.

46 unchanged sentences

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

Company has no tax positions as of March 31, 2023 and December 31, 2022 for which the ultimate deductibility is highly certain but for

Company has no tax positions as of June 30, 2023 and December 31, 2022 for which the ultimate deductibility is highly certain but for

which there is uncertainty about the timing of such deductibility.

Company recognizes any interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

For the three months ending March 31, 2023 and 2022, the Company recognized no interest and penalties.

For the three and six months ending June 30, 2023 and 2022, the Company recognized no interest and penalties.

Earnings (Loss) Per Common Share

5 unchanged sentences

using the “treasury stock” and/or “if converted” methods, as applicable.

Denotes a management contract or

compensatory plan.

The computation of basic and diluted income (loss) per share, for the three months ended March 31, 2023 and 2022

excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than

the average market price of the common stock during the period.

a management contract or compensatory plan.

The computation of basic and diluted income (loss) per share, for the three and six months

ended June 30, 2023 and 2022 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise

prices were greater than the average market price of the common stock during the period.

dilutive securities excluded from the computation of basic and diluted net loss per share are as follows:

of Potentially Dilutive Securities Excluded From Computation of Basic and Diluted Net Loss Per Share

shares issuable upon conversion of convertible notes

shares issuable upon conversion of preferred stock

potentially dilutive shares

Common shares issuable upon conversion of convertible notes

Common shares issuable upon conversion of preferred stock

Total potentially dilutive shares

Accounting Pronouncements

34 unchanged sentences

It relies on short-term debt and equity funding for its operations.

31, 2023 and December 31, 2022, the Company had a cash balance of $ 528,330 and $ 1,155,343 , respectively, and the Company used $ 607,725 and

$ 222,969 to fund operating activities for the three months ending March 31, 2023 and 2022, respectively.

The Company may need to

raise additional funding and manage expenses in order to continue as a going concern.

The Company is currently conducting an offering under Regulation A+, pursuant

to an Offering Statement on Form 1-A/A filed on December 23, 2022 and qualified on January 9, 2023, through which the Company is offering

up to 2 million shares of common stock at a purchase price of $ 4.50 per share.

The Company currently has subscriptions for 74,903 shares

for an aggregate subscription amount of $ 333,418.50 in escrow as fully described in the Company’s Form 1-A/A filed on December 23,

The Company will not receive any funds and will not issue any shares of common stock until the transactions are released from escrow.

2023 and December 31, 2022, the Company had a cash balance of $ 393,143 and $ 1,155,343 , respectively, and the Company used $ 1,352,253

and $ 474,889 to fund operating activities for the six months ending June 30, 2023 and 2022, respectively.

The Company may need to raise

additional funding and manage expenses in order to continue as a going concern.

Company is currently conducting an offering under Regulation A+, pursuant to an Offering Statement on Form 1-A/A filed on December 23,

2022 and qualified on January 9, 2023, through which the Company is offering up to 2 million shares of common stock at a purchase price

of $ 4.50 per share.

As of June 30, 2023, the Company had sold 159,835 shares under the offering for proceeds of $ 635,136 , net offering

On July 10, 2023, Thumzup closed on subscriptions for 18,887 shares of common stock for proceeds of $ 74,780 , net offering costs

Further, as of August 10, 2023, the Company had subscriptions for 17,288 shares for an aggregate subscription amount of $ 82,381

in escrow as fully described in the Company’s Form 1-A/A filed on December 23, 2022.

The Company will not receive any funds and

will not issue any shares of common stock until the transactions are released from escrow.

4 – Shareholders’ Equity

2 unchanged sentences

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 the Company’s election, in an amount equal

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

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.

March 15, 2023, the Company issued 2,447 Series A Preferred Convertible Voting Shares (“Series A Preferred”) for

a dividend per the terms of the Series A Preferred Certificate of Designation.

March 31, 2023 and December 31, 2022, the Company had 128,312 and 125,865 Series A preferred shares

(“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.

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 dividends, in cash or in-kind at the Company’s election, in an amount

equal to $ 3.50 per share.

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.

March 15, 2023, the Company issued 2,447 Series A Dividend Shares per the terms of the Series A Preferred Certificate of Designation.

June 15, 2023, the Company issued 2,495 Series A Dividend Shares per the terms of the Series A Preferred Certificate of Designation.

June 30, 2023 and December 31, 2022, the Company had 130,807 and 125,865 Series A preferred shares

issued and outstanding, respectively.

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

As March 31, 2023 and December

31, 2022, the Company had 7,126,336 and 7,108,336 shares issued and outstanding, respectively.

the three months ended March 31, 2023, the Company issued 18,000 shares of common stock valued at $ 132,000 for services rendered.

the six months ended June 30, 2023, the Company issued 20,000 shares of common stock valued at $ 146,080 for services rendered.

the six months ended June 30, 2023, the Company issued 159,835 shares of common stock for proceeds of $ 635,136 , net offering costs of

June 30, 2023 and December 31, 2022, the Company had 7,288,171 and 7,108,336 shares issued and outstanding, respectively.

the three and six months ended June 30, 2023, the Company has realized expenses of $ 190,806 and $ 402,127 , respectively, 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.

As of June 30, 2023 and December 31, 2022, the accrued liquidated

damages and accrued interest is $ 685,064 and $ 282,916 , respectively.

5 – Contingencies

13 unchanged sentences

normal monthly price of $ 9,500 per month.

In addition to the monthly fee, the Company has paid Elev8 an aggregate of $ 20,000 for a social

media marketing campaign and an aggregate of $ 15,000 for a marketing plan aimed at garnering more followers for the Company’s

social media accounts.

In addition to the monthly fee, through July 25, 2023 the Company has paid Elev8 an aggregate

of $ 25,000 for a social media marketing campaign and an aggregate of $ 15,000 for a marketing plan aimed at garnering more followers for

the Company’s social media accounts.

February 22, 2023, Daniel Lupinelli, a 10%+ shareholder of the Company, subscribed to purchase 223 shares of common stock at $ 4.50 per

share for a subscription amount of $ 1,003.50 under the Company’s qualified offering under Regulation A+.

The subscription amount

is currently in escrow and will not be recorded until released.

The subscription closed

on May 16, 2023.

February 28, 2023, Westside Strategic Partners, LLC, of which one of our Directors, Robert Haag, is the managing member and sole owner,

1 unchanged sentence

qualified offering under Regulation A+.

Westside Strategic Partners, LLC will receive 1,115 shares of common stock as bonus shares under

Westside Strategic Partners, LLC received 1,115 shares of common stock as bonus shares under

the terms of the qualified offering under Regulation A+.

The subscription is currently in escrow.

The subscription closed on May 16, 2023.

March 15, 2023, Westside Strategic Partners, LLC, of which one of our Directors, Robert Haag, is the managing member and sole owner,

received a dividend of 521 shares of Series A Preferred Stock, per the terms of the Company’s Certificate of Designation.

June 15, 2023, Westside Strategic Partners, LLC, of which one of our Directors, Robert Haag, is the managing member and sole owner, received

a dividend of 531 shares of Series A Preferred Stock, per the terms of the Company’s Certificate of Designation.

June 27, 2023, Westside Strategic Partners, LLC, of which one of our Directors, Robert Haag, is the managing member and sole owner, subscribed

to purchase 11,140 shares of common stock at $ 4.50 per share for a subscription amount of $ 50,130 under the Company’s qualified

offering under Regulation A+.

Westside Strategic Partners, LLC received 1,114 shares of common stock as bonus shares under the terms

of the qualified offering under Regulation A+.

The subscription closed on June 29, 2023.

7 – Subsequent Events

3 unchanged sentences

of $ 4.50 per share.

The Company currently has subscriptions for 74,903 shares for an aggregate subscription amount of $ 333,418.50 in

escrow as fully described in the Company’s Form 1-A/A filed on December 23, 2022.

The Company will not receive any funds and will

not issue any shares of common stock until the transactions are released from escrow.

On July 10, 2023, Thumzup closed on subscriptions for 18,887 shares of common stock for proceeds of $ 74,780 , net

offering costs of $ 983 .

Further, as of August 10, 2023, the Company had subscriptions for 17,288 shares for an aggregate subscription

amount of $ 82,381 in escrow as fully described in the Company’s Form 1-A/A filed on December 23, 2022.

The Company will not receive

any funds and will not issue any shares of common stock until the transactions are released from escrow.

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