What changed in this filing

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Item 1. Financial Statements

2023-11-13 compared with 2023-08-21 · 161 added, 132 removed, 319 unchanged (48% of the section changed)

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to the Condensed Financial Statements

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)

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

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

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

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

Notes to the Condensed Financial Statements (unaudited)

MEDIA CORPORATION

BALANCE SHEETS

September 30,

(As Restated)

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Capitalized software costs, net

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

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Commitments and contingencies (See Note 5)

Stockholders’ equity (deficit):

Stockholders’ equity:

Preferred stock - 20,000,000 shares authorized:

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140,046 and 125,865 shares issued and outstanding, respectively

Preferred Stock Value

Preferred stock

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

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( 2,367,623 )

Total stockholders’ equity (deficit)

Total liabilities and stockholders’ equity (deficit)

Total stockholders’ equity

Total liabilities and stockholders’ equity

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

MEDIA CORPORATION

OF OPERATIONS

For the Three Months Ended June 30,

For the Six Months Ended June 30,

STATEMENTS OF OPERATIONS

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Operating Expenses:

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( 1,111,110 )

( 2,941,836 )

Provision for Income Taxes (Benefit)

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Weighted Average Common Shares Outstanding:

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

MEDIA CORPORATION

OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

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

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

MEDIA CORPORATIONCONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

the Three Months Ended September 30, 2023 and 2022

Preferred Stock

Subscriptions

Balance at December 31, 2021

$ ( 862,942 )

Common Stock issued for investment

Common stock issued for services

$ ( 499,510 )

Balance at June 30, 2023

$ ( 4,203,292 )

Preferred Stock

Subscriptions

Balance at December 31, 2022 (as restated)

$ ( 229,829 )

Preferred Series A issued for dividends

Preferred Series A issued for liquidated damages

Common stock issued for Reg A+ offering

Common stock issued for liquidated damages and accrued interest

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

( 1,113,781 )

Balance at June 30, 2023

Balance at September 30, 2023

$ ( 5,317,073 )

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Subscriptions

Balance at March 31, 2022

Balance at June 30, 2022

$ ( 1,362,452 )

Common Stock issued for investment

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

$ ( 275,138 )

Common stock issued for conversion of notes and accrued interest

Balance at September 30, 2022

$ ( 1,655,388 )

Balance at June 30, 2022

$ ( 1,655,388 )

the Nine Months Ended September 30, 2023 and 2022

Preferred Stock

Subscriptions

Balance at March 31, 2023 (as restated)

Balance at December 31, 2022 (as restated)

$ ( 2,367,623 )

Preferred Series A issued for dividends

Preferred Series A issued for liquidated damages

Common Stock issued for services rendered

Common Stock issued for investment

Common Stock issued for Reg A + offering and cash

Common Stock offering costs

Stock subscription receivable received

Preferred Series A issued for dividends

Common stock issued for liquidated damages and accrued interest

( 2,949,450 )

Balance at June 30, 2023

Balance at September 30, 2023

$ ( 5,317,073 )

Preferred Stock

Subscriptions

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

Common stock issued for conversion of notes and accrued interest

Balance at September 30, 2022

$ ( 1,655,388 )

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

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STATEMENTS OF CASHFLOWS

For the Six Months Ended June 30,

For the Nine Months Ended

September 30,

Cash flows from operating activities:

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Stock issued for services

Stock issued for loss on settlement of liquidated damages and accrued interest

Interest expense converted to stock

Changes in operating assets and liabilities:

Liquidated damages and accrued interest

Prepaid expenses

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Net (decrease) increase in cash

( 1,009,103 )

Cash, beginning of period

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Preferred Series A shares issued for dividends

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

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”).

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

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.

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in facts and circumstances may cause the Company to revise these estimates.

estimates include estimates used in the valuation allowance related to deferred tax assets and capitalized software costs.

Actual results

may differ from these estimates.

Significant estimates include estimates used in the valuation

allowance related to deferred tax assets and capitalized software costs.

Actual results may differ from these estimates.

and Cash Equivalents

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less when purchased.

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.

of September 30, 2023 and December 31, 2022, the Company’s cash and cash equivalents consisted of $ 146,240 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 September 30, 2023 and December 31, 2022, the uninsured balances amounted to $ 0 and $ 905,343 , respectively.

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

of September 30, 2023 and December 31, 2022, the Company had $ 8,313 and $ 2,903 in prepaid expenses, respectively.

The Company’s

prepaid expenses as of September 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

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to computer equipment at the end of each fiscal year.

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

Depreciation expense for the three months ended September 30, 2023 and 2022 was

$ 1,000 and $ 540 , respectively.

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

Depreciation expense for the nine months ended September 30, 2023 and 2022 was $ 2,293 and $ 1,620 , 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 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.

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 that would generate

additional revenue are capitalized and expensed over the estimated useful life of the enhancements, generally three years.

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.

months ended September 30, 2023 and 2022, we capitalized $ 108,313 and $ 0 of costs related to the development of software applications,

respectively.

Amortization of capitalized software costs was $ 8,560 and $ 0 for the three months ended September 30, 2023 and 2022, respectively,

and $ 14,364 and $ 0 for the nine months ended September 30, 2023, respectively.

Capitalized software was $ 93,949 and $ 0 , net of accumulated

amortization of $ 14,364 and $ 0 at September 30, 2023 and December 31, 2022, respectively.

Company recognizes revenue when services are performed.

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

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 has no tax positions as of September 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 and six months ending June 30, 2023 and 2022, the Company recognized no interest and penalties.

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

Earnings (Loss) Per Common Share

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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

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

ended September 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

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

September 30,

Common shares issuable upon conversion of convertible notes

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30, 2023 and December 31, 2022, the Company had a cash balance of $ 146,240 and $ 1,155,343 , respectively, and the Company used $ 1,911,767

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.

and $ 851,984 to fund operating activities for the nine months ending September 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,

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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.

As of September 30, 2023, the Company had sold 243,385 shares under the offering for proceeds of $ 984,304 , net offering

costs of $ 9,946 .

On October 17, 2023, Thumzup closed on subscriptions for 60,458 shares of common stock for proceeds of $ 239,108 , net

offering costs of $ 2,255 .

Further, as of November 7, 2023, the Company had subscriptions for 13,210 shares for an aggregate subscription

amount of $ 62,335 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

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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.

March 15, 2023, the Company issued 2,447 Series A shares as a dividend per the terms of the Series A Preferred Certificate of Designation.

June 15, 2023, the Company issued 2,495 Series A shares as a dividend per the terms of the Series A Preferred Certificate of Designation.

September 1 to September 14, 2023, the Company entered into waiver agreements pursuant to which the Company issued 6,579 Series A Dividend

Shares for the settlement of certain liquidated damages.

September 15, 2023, the Company issued 2,671 Series A shares as a dividend per the terms of the Series A Preferred Certificate of Designation.

September 30, 2023 and December 31, 2022, the Company had 140,046 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.

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

the nine months ended September 30, 2023, the Company issued 27,000 shares of common stock valued at $ 188,078 for services rendered.

the nine months ended September 30, 2023, the Company issued 243,385 shares of common stock for proceeds of $ 984,304 , net offering costs

the nine months ended September 30, 2023, the Company issued 130,259 shares of common stock valued at $ 781,684 pursuant to waive agreements

for the settlement of certain liquidated damages.

September 30, 2023 and December 31, 2022, the Company had 7,508,961 and 7,108,336 shares issued and outstanding, respectively.

the three and nine months ended September 30, 2023, the Company realized losses of $ 392,660 and $ 794,811 , 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.

From September 1 to 14, 2023, the Company entered into Waiver Agreements

with certain investors pursuant to which the Investors waived certain liquidated damages owed to the Investors by the Company in exchange

for the issuance to the Investors by the Company of 130,259 and 6,579 shares of common and Series A preferred stock, par value $ 0.001

and $ 0.001 per share, respectively.

The Company realized a $ 266,654 loss on settlement for the issuance of common stock under the Waiver

As of September 30, 2023 and December 31, 2022, the accrued liquidated damages and accrued interest is $ 0 and $ 282,916 , respectively.

5 – Contingencies

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normal monthly price of $ 9,500 per month.

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.

In addition to the monthly fee, through October 6, 2023, the Company has paid Elev8 an aggregate

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

for its AdTech platform and mobile app, with an additional objective to increase the number of followers for the Company’s social

media accounts.

The vast majority of the funds paid to Elev8 for the social media campaign and marketing plan were spent with Meta, Google

and other social media companies.

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

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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,

subscribed to purchase 11,150 shares of common stock at $ 4.50 per share for a subscription amount of $ 50,175 under the Company’s

qualified offering under Regulation A+.

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

the terms of the qualified offering under Regulation A+.

February 28, 2023, Westside Strategic Partners, LLC (“Westside”), of which one of our Directors, Robert Haag, is the managing

member and sole owner, subscribed to purchase 11,150 shares of common stock at $ 4.50 per share for a subscription amount of $ 50,175 under

the Company’s qualified offering under Regulation A+.

Westside received 1,115 shares of common stock as bonus shares under the

terms of the qualified offering under Regulation A+.

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+.

March 15, 2023, Westside 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 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 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.

September 2, 2023, Westside entered into certain Waiver Agreements with the Company pursuant to which Westside was issued an aggregate

of 11,510 and 871 shares of common and Series A Preferred stock, respectively, for the waiver of liquidated damages due under Registration

Rights Agreements for failing to file and maintain a registration statement covering the shares.

September 15, 2023, Westside received a dividend of 558 shares of Series A Preferred Stock, per the terms of the Company’s Certificate

of Designation.

7 – Subsequent Events

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of $ 4.50 per share.

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

On October 17, 2023, Thumzup closed on subscriptions for 60,458 shares of common stock for proceeds of $ 239,108 ,

net offering costs of $ 2,255 .

Further, as of November 7, 2023, the Company had subscriptions for 13,210 shares for an aggregate subscription

amount of $ 62,335 in escrow as fully described in the Company’s Form 1-A/A filed on December 23, 2022.

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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-Q

Item 1. Financial Statements