What changed in this filing

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Item 1. Financial Statements

2024-05-14 compared with 2023-11-13 · 150 added, 209 removed, 271 unchanged (57% of the section changed)

2 unchanged sentences

to the Condensed Financial Statements

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)

Condensed Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023

Condensed Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (unaudited)

Condensed Statements of Shareholder’s Equity (Deficit) for the Three Months Ended March 31, 2024 and 2023 (unaudited)

Condensed Statements of Cash Flows for the Three Months ended March 31, 2024 and 2023 (unaudited)

Notes to the Condensed Financial Statements (unaudited)

MEDIA CORPORATION

THUMZUP MEDIA CORPORATION

BALANCE SHEETS

September 30,

(As Restated)

Current assets:

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144,978 and 142,769 shares issued and outstanding, respectively

Preferred stock - Series B, $ 0.001 par value, $ 50,000 stated value, 40,000 shares authorized;

3,800 and 0 shares issued and outstanding, respectively

Preferred stock

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Additional paid in capital

Subscriptions receivable

Accumulated deficit

3 unchanged sentences

Total liabilities and stockholders’ equity

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

MEDIA CORPORATION

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

THUMZUP MEDIA CORPORATION

STATEMENTS OF OPERATIONS

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

For the Three Months Ended March 31,

Operating Expenses:

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Loss From Operations

( 2,147,023 )

Other Income (Expense):

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Net Loss Before Income Taxes

( 1,111,110 )

( 2,941,836 )

Provision for Income Taxes (Benefit)

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$ ( 908,790 )

$ ( 2,941,836 )

$ ( 792,445 )

Dividends on preferred stock

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$ ( 911,237 )

$ ( 2,949,450 )

$ ( 792,445 )

Net Income (Loss) Per Common Share:

Weighted Average Common Shares Outstanding:

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

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

THUMZUP MEDIA CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

Preferred Stock

Subscriptions

Balance at June 30, 2023

$ ( 4,203,292 )

Balance at December 31, 2023

$ ( 5,691,803 )

Common Stock issued for cash, net

Common Stock issued for services rendered and to be rendered

Common Stock issued for Series A conversion

Series B issued for cash

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 offering costs

( 1,113,781 )

Balance at September 30, 2023

$ ( 5,317,073 )

Balance at March 31, 2024

$ ( 6,022,515 )

Preferred Stock

Subscriptions

Balance at June 30, 2022

$ ( 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 )

the Nine Months Ended September 30, 2023 and 2022

Preferred Stock

Subscriptions

Balance at December 31, 2022 (as restated)

Balance at December 31, 2022

$ ( 2,367,623 )

Preferred Series A issued for dividends

Preferred Series A issued for liquidated damages

$ ( 2,367,623 )

Common Stock issued for services rendered

Common Stock issued for Reg A + offering and cash

Common Stock offering costs

Stock subscription receivable received

Common stock issued for liquidated damages and accrued interest

( 2,949,450 )

Balance at September 30, 2023

$ ( 5,317,073 )

Preferred Stock

Subscriptions

Balance at December 31, 2021

Preferred Series A issued for dividends

$ ( 908,790 )

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

Balance at March 31, 2023

$ ( 3,278,861 )

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

MEDIA CORPORATION

STATEMENTS OF CASHFLOWS

For the Nine Months Ended

September 30,

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

THUMZUP MEDIA CORPORATION

CONDENSED STATEMENTS OF CASHFLOWS

For the Three Months Ended March 31,

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:

Prepaid expenses

Liquidated damages and accrued interest

Accounts payable and accrued expenses

Net cash used in operating activities

( 1,911,767 )

Cash flows from investing activities:

Purchases of property and equipment

Capitalized software costs

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Proceeds from sale of common stock

Proceeds from loan

Proceeds from sale of preferred stock

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Net (decrease) increase in cash

( 1,009,103 )

Cash, beginning of period

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Supplemental disclosure of non-cash investing and financing activities:

Prepaid expenses paid for by issuance of common stock

Preferred Series A shares issued for dividends

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

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

Media Corporation

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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”).

financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual

Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the SEC on March 20, 2024 (the “Annual Report”).

The December 31, 2023 balance sheet is derived from those restated financial statements.

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less when purchased.

of September 30, 2023 and December 31, 2022, the Company’s cash and cash equivalents consisted of $ 146,240 and $ 1,155,343 , respectively.

of March 31, 2024 and December 31, 2023, the Company’s cash and cash equivalents consisted of $ 225,673 and $ 259,212 , respectively.

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

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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

rendered in 2023.

At March 31, 2024 and December 31, 2023, the uninsured balances amounted to $ 0 and $ 1,850 , respectively.

There is a risk

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

of March 31, 2024 and December 31, 2023, the Company had $ 129,940 and $ 6,321 in prepaid expenses, respectively.

The Company’s prepaid

expenses as of March 31, 2024 and December 31, 2023 were primarily for marketing, filing, and listing fees for services not yet rendered.

and Equipment

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to computer equipment at the end of each fiscal year.

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

Depreciation expense for the three months ended March 31, 2024 and 2023 was $ 658

and $ 540 , respectively.

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

Software Development Costs

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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.

including ASC 350-40, 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

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.

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 three months ended March 31, 2024 and 2023, we capitalized $ 60,900 and $ 52,288 of costs related to the development of software

applications, respectively.

Amortization of capitalized software costs was $ 6,373 and $ 1,867 for the for the three months ended March

31, 2024 and 2023, respectively.

The balance of capitalized software was $ 186,934 and $ 142,614 , net of accumulated amortization of $ 42,479

and $ 25,899 at March 31, 2024 and December 31, 2023, respectively.

Company evaluates its capitalized software costs for impairment annually, at year-end.

As of December 31, 2023, the Company determined

no impairment of its capitalized software costs was warranted.

Company recognizes revenue when services are realized.

Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”).

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contracts do not include multiple performance obligations or material variable consideration.

accordance with ASC 606, the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount

that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

accordance with ASC 606, the Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that

reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

The Company recognizes

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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 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 has no tax positions as of March 31, 2024 and December 31, 2023 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 nine months ending September 30, 2023 and 2022, the Company recognized no interest and penalties.

For the years ending March 31, 2024 and December 31, 2023, the Company recognized no interest and penalties.

Earnings (Loss) Per Common Share

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

a management contract or compensatory plan.

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.

computation of basic and diluted income (loss) per share, for the year ended March 31, 2024 and 2023 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:

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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December 15, 2020.

The adoption of this update did not have a material impact on the Company’s consolidated financial statements

and related disclosures.

The adoption of this update did not have a material impact on the Company’s financial statements and related

November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,”

which will add required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help

investors understand how the chief operating decision maker (“CODM”) evaluates segment expenses and operating results.

new standard will also allow disclosure of multiple measures of segment profitability, if those measures are used to allocate resources

and assess performance.

The amendments will be effective for public companies for fiscal years beginning after December 15, 2023, and

interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

We are currently evaluating the impact

of this accounting standard update on our consolidated financial statements.

December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” which requires

disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital

allocation decisions.

The standard will be effective for public companies for fiscal years beginning after December 15, 2024.

Early adoption

is permitted.

We are currently evaluating the impact of this accounting standard update on our consolidated financial statements.

are other various updates recently issued, most of which represented technical corrections to the accounting literature or application

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Company recognized its first revenues in December 2021.

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

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 $ 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,

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 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.

It has been reliant on equity funding for its operations.

At March 31, 2024 and

December 31, 2023, the Company had a cash balance of $ 225,673 and $ 259,212 , respectively.

For the three months ended March 31, 2024 and

2023, the Company used $ 322,857 and $ 607,725 to fund operating activities, respectively.

For the quarter ended March 31, 2024, the Company

raised approximately $ 161,846 , net offering expenses of $ 1,789 , from the sale of 63,596 shares of its common stock and approximately

$ 190,000 from the sale of 3,800 shares of Preferred Series B stock.

The Company may need to raise additional funding and manage expenses

in order to continue as a going concern.

4 – 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

(“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.

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

equal to $ 3.50 per share.

equal to $ 0.875 per share per quarter.

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

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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 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.

January 18, 2024, a holder converted 556 shares of Series A preferred into 8,340 shares of common stock.

March 15, 2024, the Company issued 2,765 Series A shares as a dividend.

March 31, 2024 and December 31, 2023, the Company had 144,978 and 142,769 Series A preferred shares issued and outstanding, respectively.

March 5, 2024, the Company submitted a Certificate of Designation to the Secretary of State of Nevada designating 40,000 shares of preferred

stock as Series B Preferred (“Series B 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 B Preferred into the number of shares

of Common Stock.

Each share of Series A Preferred initially converts into 10 shares of Common Stock at a reference rate of $ 5.00 per

share of Common Stock subject to adjustments.

the company up-lists on a National Stock Exchange, the Series B Preferred converts at a 20% discount to the price of the offering in

this S-1 and the downside price protections are eliminated.

There is a call provision that goes into effect six (6) months from the listing

on a National Exchange, that if the common stock trades at a 100% premium to the conversion price for 10 days or more, the Company can

force the conversion of the Series B Preferred into common stock.

The Company has agreed to pay the costs of Rule 144 legal opinions

for the holders of the Series B Preferred.

holders of Series B Preferred shall be entitled to receive dividends, in cash or in-kind at the Company’s election, in an amount

equal to $ 1.25 per share per quarter.

If paid in kind, the number of common shares issued for the dividend shall be equal to the quotient

of the dividend payable divided by the volume weighted average price on the dividend date.

March 14 to March 28, 2024, the Company issued 3,800 Series B shares for cash proceeds of $ 190,000 .

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

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 March 31, 2024 and December

31, 2023, the Company had 7,720,084 and 7,656,488 shares issued and outstanding, respectively.

the three months ended March 31, 2024, the Company issued 19,000 shares of common stock with a fair market value of $ 108,720 for services

rendered and to be rendered to the Company.

the three months ended March 31, 2024, the Company issued 36,256 shares of common stock for proceeds of $ 160,218 , net offering expenses

the three months ended March 31, 2024, the Company issued 8,340 shares of common stock for the conversion of 556 shares of Series A preferred.

the three months ended March 31, 2024 and 2023, the Company realized losses of $ 0 and $ 188,485 , 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.

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

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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.

As of March 31, 2024 and December 31, 2023, the accrued liquidated damages with accrued interest

is $ 0 and $ 0 , respectively.

5 – Contingencies

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6 – Related Party Transactions

November 18, 2022, the Company entered into a Media Relations Services Agreement (the “Media Relations Services Agreement”)

with Elev8 New Media, LLC (“Elev8”), of which one of our directors, Robert Haag, is a member.

Under the terms of the agreement,

the Company will pay Elev8 $ 6,500 per month for six months and the Media Relations Services Agreement will automatically renew into consecutive

monthly periods unless either party provides 30 days written notice of cancellation.

This price is a discounted rate off Elev8’s

normal monthly price of $ 9,500 per month.

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

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

The subscription closed

on May 16, 2023.

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 14, 2024, Westside acquired 1,000 shares of our Series B Preferred Stock at $ 50 per share for a subscription in the amount of $ 50,000 .

March 15, 2024, Westside received a dividend of 580 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

Company has evaluated subsequent events from the balance sheet date through the date which the financial statements were issued.

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.

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.

April 1 to May 10, 2024, the Company issued 11,900

shares of the Company’s Series B Preferred Stock at $ 50

per share for subscription s in the aggregate

amount of $ 595,000 .

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