What changed in this filing

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Item 1. Financial Statements

2021-10-29 compared with 2021-08-13 · 93 added, 97 removed, 219 unchanged (46% of the section changed)

1 unchanged sentence

Thumzup Media Corporation

June 30, 2021

September 30, 2021

Index to the Condensed

Financial Statements

Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020

Statements of Operations for the Three and Six Months ended June 30, 2021 (unaudited)

Statements of Shareholder’s Equity for the Three and Six Months Ended June 30, 2021 (unaudited)

Statement of Cash Flows for the Six Months ended June 30, 2021 (unaudited)

Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020

Statements of Operations for the Three and Nine Months ended September 30, 2021 (unaudited)

Statements of Shareholder’s Equity for the Three and Nine Months Ended September 30, 2021 (unaudited)

Statement of Cash Flows for the Nine Months ended September 30, 2021 (unaudited)

to the Condensed Financial Statements (unaudited)

1 unchanged sentence

Balance Sheets

September 30,

Current assets

Cash and cash

Cash and cash equivalents

Restricted cash

expenses and other current assets

current assets

Prepaid expenses and other current assets

Total current assets

Property and equipment, net

Intangible asset, trademarks

& STOCKHOLDERS' EQUITY (DEFICIT)

Accounts payable

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

Accrued liabilities

Secured Convertible Promissory Notes

Senior Secured Convertible Promissory Notes

Total current liabilities

1 unchanged sentence

Stockholders' equity (deficit)

Common stock, $ 0.001

par value, 100,000,000

shares authorized;

and 5,000,000

shares issued and outstanding at June 30,

2021 and December 31, 2020, respectively

Common stock, $ 0.001 par value, 100,000,000 shares authorized;

5,754,500 and 5,000,000 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively

Additional paid-in capital

stockholders' equity (deficit)

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

Accumulated deficit

Total stockholders' equity (deficit)

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

The accompanying unaudited

2 unchanged sentences

of Operation (Unaudited)

The Three and Six

Months Ending June 30, 2021

Months Ended June 30, 2021

Six Months Ended June

The Three and Nine

Months Ending September 30, 2021

Total revenue

11 unchanged sentences

Provision for income taxes

$ ( 132,515 )

$ ( 233,764 )

Earnings per common share - Basic and diluted

Weighted average common shares outstanding -Basic

accompanying unaudited notes are an integral part of these financial statements and should be read in conjunction with these unaudited

financial statements.

Weighted average common shares outstanding -Basic and

The accompanying unaudited

notes are an integral part of these financial statements and should be read in conjunction with these unaudited financial statements.

Thumzup Media Corporation

1 unchanged sentence

Equity (Deficit) (Unaudited)

Balance at October 27, 2020

(date of inception)

Issuance of Founders'

at December 31, 2020

Retained Earnings/

Balance at October 27, 2020 (date of inception)

Issuance of Founders' common stock

Balance at December 31, 2020

Common stock issued for advisory

Common Stock issued for investment

at March 31, 2021

Balance at March 31, 2021

$ ( 106,935 )

Common stock issued for investment

at June 30, 2021

Balance at June 30, 2021

$ ( 239,450 )

Balance at September 30, 2021

$ ( 535,444 )

The accompanying unaudited notes are an

2 unchanged sentences

of Cash Flows (Unaudited)

The Six Months Ending June 30, 2021

from operating activities

The Nine Months Ending September 30, 2021

September 30, 2021

Cash flows from operating activities

$ ( 529,758 )

Depreciation expense

Adjustments to reconcile net

loss to net cash used in operating activities:

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

Prepaid expenses

payable and accrued expenses

Notes payable

to shareholders

cash used in operating activities

from investing activities

Purchase of property

and equipment

of intangible assets, Trademarks

cash used in investing activities

from financing activities

from issuance of Senior Secured Convertible Promissory Notes

cash provided by financing activities

Net increases

in cash and restricted cash

and restricted cash at the beginning of the year

and restricted cash at the end of the year

disclosures of cash flow information:

Accounts payable and accrued expenses

Net cash used in operating activities

Cash flows from investing activities

Purchase of property and equipment

Purchase of intangible assets, Trademarks

Net cash used in investing activities

Cash flows from financing activities

Proceeds from issuance of Senior Secured Convertible Promissory Notes

Net cash provided by financing activities

Net increases in cash and restricted cash

Cash and restricted cash at the beginning of the year

Cash and restricted cash at the end of the year

Supplemental disclosures of cash flow information:

Cash paid for interest

4 unchanged sentences

Financial Statements (Unaudited)

1 - Business Organization and Nature of Operations

Note 1 - Business Organization

and Nature of Operations

Media Corporation (“Thumzup” or “Company”) was incorporated October 27, 2020, under the laws of the State of

13 unchanged sentences

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

2 – Summary of Significant Accounting Policies

Note 2 – Summary

of Significant Accounting Policies

of Presentation - Unaudited Interim Financial Information

10 unchanged sentences

indicative of the results for the full year.

Use of Estimates

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

5 unchanged sentences

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

and Cash Equivalents

Cash and Cash Equivalents

and cash equivalents include all cash on hand, demand deposits and short-term investments with original maturities of three months or

7 unchanged sentences

general corporate purposes.

June 30, 2021, and December 31, 2020, the Company’s cash and cash equivalents consisted of $570,280 and $101,317, respectively,

September 30, 2021, and December 31, 2020, the Company’s cash and cash equivalents consisted of $243,914 and $101,317, respectively,

and $83,500 and $100,000, respectively, in restricted cash.

Prepaid Expenses

The Company’s prepaid

1 unchanged sentence

stock with the United States Securities Commission (“SEC”).

and Equipment

Property and Equipment

and equipment, which consists of computer equipment is recorded at cost and depreciated using the straight-line method over the estimated

4 unchanged sentences

and the related gains or losses are reflected in the statements of operations in gains from sales of property and equipment, net.

The estimated

useful life for computer equipment is three years.

We periodically evaluate the appropriateness of remaining depreciable lives assigned

to computer equipment.

Depreciation expense for the six months ended June 30, 2021 was $476 .

estimated useful life for computer equipment is three years.

We periodically evaluate the appropriateness of remaining depreciable lives

assigned to computer equipment.

Depreciation expense for the nine months ended September 30, 2021 was $1,196.

assets represent costs incurred in the pursuit of the acquisition of Trademarks.

8 unchanged sentences

No impairment

has been recorded as of June 30, 2021

has been recorded as of September 30, 2021

and Development Costs

6 unchanged sentences

feasibility, which is generally the completion of a working prototype that has been certified as having no critical bugs and is a release

For the six months ended June 30, 2021, research and development costs for software were expensed when incurred as they related

to the initial product development stage for our Thumzup TM App.

Company utilizes the asset and liability approach to measure deferred tax assets and liabilities based on temporary differences existing

at each balance sheet date using currently enacted tax rates in accordance with ASC 740.

ASC 740 considers the differences between financial

statement treatment and tax treatment of certain transactions.

Deferred tax assets and liabilities are recognized for the future tax

consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their

respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in

the years in which those temporary differences are expected to be recovered or settled.

For the nine months ended September 30, 2021, research and development costs for software were expensed when incurred as they

related to the initial product development stage for our Thumzup TM App.

Company utilizes the asset and liability approach to measure deferred tax assets and liabilities based on temporary differences

existing at each balance sheet date using currently enacted tax rates in accordance with ASC 740.

ASC 740 considers the differences

between financial statement treatment and tax treatment of certain transactions.

Deferred tax assets and liabilities are recognized

for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and

liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to

apply to taxable income in the

years in which those temporary differences are expected to be recovered or settled.

The effect of a change in tax rate is recognized

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

Company has no tax positions as of June 30, 2021 and December 31, 2020 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, 2021 and December 31, 2020 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 six months ending June 30, 2021, the Company recognized no interest and penalties.

3 – Going Concern

For the nine months ending September 30, 2021, the Company recognized no interest and penalties.

Note 3 – Going Concern

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

13 unchanged sentences

and $ 101,317 ,

and the Company used $246,990 to fund operating activities for the six months ended June 30, 2021.

The Company may need to raise additional

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

4 - Senior Secured Convertible Promissory Notes

and the Company used $573,356 to fund operating activities for the nine months ended September 30, 2021.

The Company may need to raise

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

Note 4 - Senior Secured

Convertible Promissory Notes

19, 2020, the Company issued $215,000 in Senior Secured Convertible Promissory Notes (“Senior Notes”).

44 unchanged sentences

price adjustment occurs.

5 – Shareholders’ Equity

Note 5 – Shareholders’

Company is authorized to issue 100 million shares of common stock $0.001 per share.

As June 30, 2021 and December 31, 2020, the Company

had 5,754,500 and 5,000,000 shares issued and outstanding.

As September 30, 2021 and December 31, 2020, the

Company had 5,754,500 and 5,000,000 shares issued and outstanding.

The shares were issued as follows:

3,500,000 shares to Robert Steele (Founder

and CEO) and 1,500,000 shares to Daniel Lupinelli (Founder).

The Founders’ common stock is pledged as collateral on the Senior

Secured Convertible Promissory Notes (See Note 4).

The Founders have agreed to take no salaries, consulting fees, loans or payment of

any kind from the Company until after full satisfaction of each of the following conditions:

3,500,000 shares to Robert Steele

(Founder and CEO) and 1,500,000 shares to Daniel Lupinelli (Founder).

The Founders’ common stock is pledged as collateral on the

Senior Secured Convertible Promissory Notes (See Note 4).

The Founders have agreed to take no salaries, consulting fees, loans or payment

of any kind from the Company until after full satisfaction of each of the following conditions:

(i) registration of the shares underlying

11 unchanged sentences

investors within the meaning of the federal securities laws in transactions exempt from registration under the Securities Act of 1933,

as amended, during the six months ended June 30, 2021.

6 – Contingencies

as amended, during the nine months ended September 30, 2021.

Note 6 – Contingencies

11, 2020, the World Health Organization declared the outbreak of a respiratory disease caused by a new coronavirus a pandemic.

9 unchanged sentences

and financial condition could be negatively impacted, the extent of the impact cannot be reasonably estimated at this time.

7 – Subsequent Events

Note 7 – Subsequent

The Company has evaluated

2 unchanged sentences

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