What changed in this filing

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Item 1. Financial Statements

2024-08-12 compared with 2024-05-14 · 166 added, 110 removed, 311 unchanged (47% of the section changed)

2 unchanged sentences

to the Condensed Financial Statements

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)

Condensed Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023

Condensed Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited)

Condensed Statements of Changes in Stockholder’s Equity (Deficit) for the Three and Six Months

Ended June 30, 2024 and 2023 (unaudited)

Condensed Statements of Cash Flows for the Three and Six Months ended June 30, 2024 and 2023 (unaudited)

Notes to the Condensed Financial Statements (unaudited)

THUMZUP MEDIA CORPORATION

MEDIA CORPORATION

BALANCE SHEETS

Current assets:

Other receivable

Prepaid expenses

5 unchanged sentences

Accounts payable and accrued expenses

Liquidated damages and accrued interest

Total current liabilities

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Total liabilities and stockholders’ equity

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

THUMZUP MEDIA CORPORATION

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

MEDIA CORPORATION

STATEMENTS OF OPERATIONS

For the Three Months Ended March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Operating Expenses:

6 unchanged sentences

Loss From Operations

( 1,428,578 )

Other Income (Expense):

Liquidated damages expense

Interest expense

Interest income (expense)

Total Other Income (Expense)

Net Loss Before Income Taxes

( 1,830,725 )

Provision for Income Taxes (Benefit)

1 unchanged sentence

$ ( 921,935 )

$ ( 855,722 )

$ ( 1,830,725 )

Dividends on preferred stock

2 unchanged sentences

$ ( 924,430 )

$ ( 881,432 )

$ ( 1,835,667 )

Net Income (Loss) Per Common Share:

Weighted Average Common Shares Outstanding:

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

THUMZUP MEDIA CORPORATION

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

MEDIA CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

THE THREE MONTHS ENDED JUNE 30, 2024 AND 2023

Preferred Stock

1 unchanged sentence

Subscriptions

Balance at March 31, 2024

$ ( 6,022,515 )

Common Stock issued for services rendered and to be rendered

Refund of investment - Reg A+

Common Stock issued for Series B dividend

Series B issued for investment

Issuance costs - preferred Series B

Preferred Series A issued for dividends

$ ( 527,773 )

Balance at June 30, 2024

$ ( 6,573,235 )

Preferred Stock

Subscriptions

Balance at March 31, 2023

$ ( 3,278,861 )

Common Stock issued for services rendered

Common Stock issued for investment

Common Stock offering costs

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 CHANGES IN STOCKHOLDERS’ EQUITY

THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023

Preferred Stock

Subscriptions

Balance at December 31, 2023

$ ( 5,691,803 )

Common Stock issued for cash, net

Common Stock issued for investment, net

Common Stock issued for services rendered and to be rendered

Common Stock issued for Series A conversion

Series B issued for cash

Common Stock issued for Series B dividend

Series B issued for investment

Preferred Series A issued for dividends

Balance at March 31, 2024

Issuance costs - Preferred Series B

$ ( 855,722 )

Balance at June 30, 2024

$ ( 6,573,235 )

Preferred Stock

5 unchanged sentences

Common Stock issued for services rendered

Common Stock issued for investment

Common Stock offering costs

Stock subscription receivable received

2 unchanged sentences

$ ( 1,830,725 )

Balance at March 31, 2023

Balance at June 30, 2023

$ ( 4,203,292 )

$ ( 229,829 )

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,

$ ( 4,203,292 )

$ ( 229,829 )

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

MEDIA CORPORATION

STATEMENTS OF CASHFLOWS

For the Six Months Ended June 30,

Cash flows from operating activities:

5 unchanged sentences

Changes in operating assets and liabilities:

Other accounts receivable

Prepaid expenses

2 unchanged sentences

Net cash used in operating activities

( 1,352,253 )

Cash flows from investing activities:

Purchases of property and equipment

Capitalized software costs

2 unchanged sentences

Proceeds from sale of common stock

Proceeds from sale of preferred stock

Proceeds from sale of preferred stock - Series B

Costs incurred for equity sales

7 unchanged sentences

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

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

Common shares issued for Preferred Series B dividends

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

Media Corporation

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

2 – Going Concern

accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States

of America, which contemplate continuation of the Company as a going concern.

However, the Company was only recently formed, has not

yet established profitable operations and has incurred losses since inception.

These factors raise substantial doubt about the ability

of the Company to continue as a going concern.

In this regard, management is proposing to raise additional funds not provided by operations

through loans or through sales of its common stock.

There is no assurance that the Company will be successful in raising this additional

capital or in achieving profitable operations.

The accompanying financial statements do not include any adjustments that might result

from the outcome of these uncertainties.

Company recognized its first revenues in December 2021.

It has been reliant on equity funding for its operations.

At June 30, 2024 and

December 31, 2023, the Company had a cash balance of $ 398,450 and $ 259,212 , respectively.

For the six months ended June 30, 2024 and

2023, the Company used $ 675,323 and $ 1,352,253 to fund operating activities, respectively.

For the six ended June 30, 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

$ 805,000 from the sale of 16,100 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.

3 – Summary of Significant Accounting Policies

11 unchanged sentences

necessarily indicative of the results for the full year.

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 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”).

Certain information and disclosures normally included in the notes to the

annual financial statements have been condensed or omitted from these interim unaudited condensed financial statements.

Accordingly, these

interim unaudited condensed financial statements should be read in conjunction with the 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

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

12 unchanged sentences

less when purchased.

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

of June 30, 2024 and December 31, 2023, the Company’s cash and cash equivalents consisted of $ 398,450 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

2 unchanged sentences

institutions.

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.

At June 30, 2024 and December 31, 2023, the uninsured balances amounted to $ 81,313 and $ 1,850 , respectively.

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

of June 30, 2024 and December 31, 2023, the Company had $ 73,411 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.

expenses as of June 30, 2024 and December 31, 2023 were primarily for marketing, filing, and listing fees for services not yet rendered.

and Equipment

8 unchanged sentences

to computer equipment at the end of each fiscal year.

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

Depreciation expense for the three months ended June 30, 2024 and 2023 was $ 1,067

and $ 753 , respectively.

Depreciation expense for the six months ended June 30, 2024 and 2023 was $ 1,725 and $ 1,293 , respectively.

Software Development Costs

14 unchanged sentences

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.

For the six months June 30, 2024 and 2023, we capitalized $ 126,665 and $ 73,138 of costs

related to the development of software applications, respectively.

Amortization of capitalized software costs was $ 21,858 and $ 4,937

for the for the three months ended June 30, 2024 and 2023, respectively.

Amortization of capitalized software costs was $ 38,438 and $ 6,804

for the for the six months ended June 30, 2024 and 2023, respectively.

The balance of capitalized software was $ 295,178 and $ 142,614 ,

net of accumulated amortization of $ 64,337 and $ 25,899 at June 30, 2024 and December 31, 2023, respectively.

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

49 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, 2024 and December 31, 2023 for which the ultimate deductibility is highly certain but for

Company has no tax positions as of June 30, 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 years ending March 31, 2024 and December 31, 2023, the Company recognized no interest and penalties.

For the years ending June 30, 2024 and December 31, 2023, the Company recognized no interest and penalties.

Earnings (Loss) Per Common Share

1 unchanged sentence

Net loss per common share is computed by dividing

net loss by the weighted average number of shares of common stock outstanding during the year.

net loss by the weighted average number of shares of common stock outstanding during the period.

Diluted earnings per share, if presented,

1 unchanged sentence

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

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.

computation of basic and diluted income (loss) per share, for the three and six months ended June 30, 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:

4 unchanged sentences

Accounting Pronouncements

August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the

separation models for:

(1) convertible debt with a cash conversion feature;

and (2) convertible instruments with a beneficial conversion

As a result, the Company will not separately present in equity an embedded conversion feature in such debt.

Instead, we will

account for a convertible debt instrument wholly as debt, unless certain other conditions are met.

We expect the elimination of these

models will reduce reported interest expense and increase reported net income for the Company’s convertible instruments falling

under the scope of those models before the adoption of ASU 2020-06.

Also, ASU 2020-06 requires the application of the if-converted method

for calculating diluted earnings per share and the treasury stock method will be no longer available.

The provisions of ASU 2020-06 are

applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after

December 15, 2020.

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):

8 unchanged sentences

We are currently evaluating the impact

of this accounting standard update on our consolidated financial statements.

of this accounting standard update on our financial statements.

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

6 unchanged sentences

is permitted.

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

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

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

1 unchanged sentence

or cash flows.

3 – Going Concern

accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States

of America, which contemplate continuation of the Company as a going concern.

However, the Company was only recently formed, has not

yet established profitable operations and has incurred losses since inception.

These factors raise substantial doubt about the ability

of the Company to continue as a going concern.

In this regard, management is proposing to raise additional funds not provided by operations

through loans or through sales of its common stock.

There is no assurance that the Company will be successful in raising this additional

capital or in achieving profitable operations.

The accompanying financial statements do not include any adjustments that might result

from the outcome of these uncertainties.

Company recognized its first revenues in December 2021.

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

15 unchanged sentences

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.

June 15, 2024, the Company issued 2,819 Series A shares as a dividend.

June 30, 2024 and December 31, 2023, the Company had 147,798 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

16 unchanged sentences

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 .

the six months ended June 30, 2024, the Company issued 16,100 Series B shares for cash proceeds of $ 805,000 .

June 15, 2024, issued 4,647 common shares with a value of $ 18,588 as a dividend for the Series B.

June 30, 2024 and December 31, 2023, the Company had 16,100 and 0 Series B 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, 2024 and December

As June 30, 2024 and December

31, 2023, the Company had 7,741,731 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

the six months ended June 30, 2024, the Company issued 36,000 shares of common stock with a fair market value of $ 160,344 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

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.

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

is $ 0 and $ 0 , respectively.

the six months ended June 30, 2024, the Company issued 36,256 shares of common stock for proceeds of $ 160,218 , net offering expenses

the six months ended June 30, 2024, the Company issued 8,340 shares of common stock for the conversion of 556 shares of Series A preferred.

the six months ended June 30, 2024, the Company issued 4,647 common shares with a value of $ 18,588 as a dividend for the Series B.

the three months ended June 30, 2024 and 2023, the Company realized losses of $ 0 and $ 190,806 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.

During the six months ended June 30, 2024 and 2023, the Company realized losses

of $ 0 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.

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.

As of June 30, 2024 and December 31, 2023,

the accrued liquidated damages with accrued interest is $ 0 and $ 0 , respectively.

5 – Contingencies

6 unchanged sentences

6 – Related Party Transactions

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 14, 2024, Westside Strategic Partners, LLC, which is controlled by one of the Company’s directors, Robert Haag, acquired

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

March 20, 2024, Joanna Massey, acquired 800 shares of our Series B Preferred Stock at $ 50 per share for a subscription in the amount

of $ 40,000 .

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.

March 15, 2024, Isaac Dietrich received a dividend of 14 shares of Series A Preferred Stock, per the terms of its Certificate of Designation.

June 15, 2024, Westside received a dividend of 591 shares of Series A Preferred Stock, per the terms of the Company’s Certificate

of Designation.

June 15, 2024, Joanna Massey received a dividend of 29 shares of Series A Preferred Stock, per the terms of the Company’s Certificate

of Designation.

June 15, 2024, Westside received 289 common shares for a dividend for the Series B Preferred Stock, per the terms of the Company’s

Certificate of Designation.

June 15, 2024, Joanna Massey received 231 common shares for a dividend for the Series B Preferred Stock, per the terms of the Company’s

Certificate of Designation.

June 15, 2024, Isaac Dietrich received a dividend of 15 shares of Series A Preferred Stock, per the terms of its 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.

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 .

July 5, 2024, holders of a majority of the Company’s

common shares amended the 2024 Equity Incentive Plan to increase the number of shares issuable thereunder to 2,000,000 .

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