What changed in this filing

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Item 1. Financial Statements

2022-05-06 compared with 2021-10-29 · 127 added, 159 removed, 153 unchanged (65% of the section changed)

Financial Statements.

Thumzup Media Corporation

September 30, 2021

Index to the Condensed

Financial Statements

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)

Media Corporation

to the Condensed Financial Statements

Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021

Statements of Operations for the Three Months ended March 31, 2022 and 2021 (unaudited)

Statements of Shareholder’s Equity for the Three Months Ended March 31, 2022 and 2021 (unaudited)

Statement of Cash Flows for the Three Months ended March 31, 2022 and 2021 (unaudited)

to the Condensed Financial Statements (unaudited)

Media Corporation

Balance Sheets

September 30,

Current assets

Cash and cash equivalents

Restricted cash

Prepaid expenses and other current assets

1 unchanged sentence

Property and equipment, net

Intangible asset, trademarks

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

Accrued liabilities

LIABILITIES & STOCKHOLDERS' EQUITY

Accounts payable and accrued liabilities

Senior Secured Convertible Promissory Notes

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Stockholders' equity (deficit)

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

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

6,120,170 and 6,037,836 shares issued and outstanding, respectively

Additional paid-in capital

Accumulated deficit

Total stockholders' equity (deficit)

Total stockholders' equity

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

The accompanying unaudited

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

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

financial statements.

Media Corporation

of Operation (Unaudited)

The Three and Nine

Months Ending September 30, 2021

Three Months Ending March 31,

Total revenue

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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

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

financial statements.

Media Corporation

Statement of Shareholders’

Equity (Deficit) (Unaudited)

Retained Earnings/

Balance at October 27, 2020 (date of inception)

Issuance of Founders' common stock

Balance at December

Common stock issued for advisory

Common stock issued for investment

Balance at March 31, 2021

at March 31, 2022

$ - 1,087,314

Balance at December 31, 2020

Common stock issued for investment

Balance at June 30, 2021

$ ( 239,450 )

Balance at September 30, 2021

$ ( 535,444 )

Common stock issued for advisory

at March 31, 2021

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

of Cash Flows (Unaudited)

The Nine Months Ending September 30, 2021

September 30, 2021

Media Corporation

of Cash Flows

The Three Months Ending March 31,

Cash flows from operating activities

$ ( 224,372 )

$ ( 101,248 )

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:

Restricted cash

Prepaid expenses

Accounts payable and accrued expenses

Net cash used in operating activities

Accounts payable

and accrued expenses

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

Purchase of intangible

assets, Trademarks

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:

Proceeds from sale of common stock

Proceeds from loan

Offering costs

Net cash provided by financing

Net (decrease) increase in cash

beginning of the period

the end of the period

Supplemental disclosures of cash

flow information:

Cash paid for interest

Cash paid for income taxes

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

Financial Statements (Unaudited)

Note 1 - Business Organization

and Nature of Operations

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

financial statements.

Media Corporation

to the Condensed Financial Statements (Unaudited)

1 - Business Organization and Nature of Operations

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

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

Note 2 – Summary

of Significant Accounting Policies

2 – Summary of Significant Accounting Policies

of Presentation - Unaudited Interim Financial Information

The accompanying

unaudited condensed financial statements and related notes have been prepared in accordance with accounting principles generally accepted

in the United States of America (“U.S.

GAAP”) for interim financial information, and in accordance with the rules and regulations

of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation

accompanying unaudited condensed financial statements and related notes have been prepared in accordance with accounting principles generally

accepted in the United States of America (“U.S.

GAAP”) for interim financial information, and in accordance with the rules

and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article

8 of Regulation S-X.

Accordingly, they do not include all of the information and footnotes required by U.S.

GAAP for complete financial statements.

unaudited condensed financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the

opinion of management, necessary to a fair statement of the results for the interim periods presented.

Interim results are not necessarily

indicative of the results for the full year.

Use of Estimates

GAAP for complete financial

The unaudited condensed financial statements furnished reflect all adjustments (consisting of normal recurring accruals)

which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented.

Interim results

are not necessarily indicative of the results for the full year.

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

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

Cash and Cash Equivalents

and Cash Equivalents

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

less when purchased.

Company’s restricted cash consists of cash the Company is contractually obligated to maintain in accordance with the terms of its

November 19, 2020, Note Purchase and Security Agreement (See note 4).

The Company initially deposited $100,000 of the financing proceeds

into an escrow with an attorney selected by the note Holders (See Note 4) to be used solely for costs associated with registering the

Company’s shares issuable upon conversion of the notes.

After legal and escrow costs, the balance may be used by the Company for

general corporate purposes.

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

expenses consists primarily of fees paid to legal counsel and accountants to assist in the registration of the Company’s common

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

Property and Equipment

As of March 31, 2022 and December 31, 2021, the Company’s cash and cash equivalents were $325,276 and $424,445,

respectively.

Company had no prepaid expenses at March 31, 2022 and December 31, 2021.

and Equipment

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

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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.

Upon successful completion of the registration of our

Trademarks, the Company will amortize using a straight-line method consistent with the expected future cash flows related to the intangible

Amortized intangible assets are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying

amount of an asset may not be recoverable.

When indicators of impairment exist, an estimate of undiscounted net cash flows is used in

measuring whether the carrying amount of the asset or related asset group is recoverable.

of the amount of impairment, if any, is based upon the difference between the asset or asset group’s carrying value and fair value.

Fair value is determined through various valuation techniques, including market and income approaches as considered necessary.

No impairment

has been recorded as of September 30, 2021

Depreciation expense for the three months ended March 31, 2022 and 2021 was $540 and $116, respectively.

and Development Costs

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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 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.

For the three months ended March 31, 2022 and 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 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 nine months ending September 30, 2021, the Company recognized no interest and penalties.

Note 3 – Going Concern

Company has an accumulated deficit of approximately $1,087,000 as of March 31, 2022, and at the current corporate tax rate of 21% results

in an estimated net operating loss (“NOL”) of $228,000.

The Company has no income tax effect due to the recognition of a

full valuation allowance on the expected tax benefits of future loss carry forwards based on uncertainty surrounding the realization

of such tax assets.

3 – Going Concern

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

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from the outcome of these uncertainties.

Company is a pre-revenue, software and services company that relies on short-term debt and equity funding for its operations.

30, 2021 and December 31, 2020, the Company had a cash balance of $ 243,914

and $ 101,317 ,

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”).

The Senior Notes mature

on November 21, 2021 and accrue interest at eight (8%) per annum.

Accrued interest maybe paid quarterly or converted in to shares of

common stock.

Company is a beginning revenue, software and services company that relies on short-term debt and equity funding for its operations.

March 31, 2022 and December 31, 2021, the Company had a cash balance of $ 325,276 and $ 424,445 , respectively, and the Company used $222,969

to fund operating activities for the three months ended March 31, 2022.

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

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

Notes mature on November 21, 2022 and accrue interest at eight (8%) per annum.

Accrued interest maybe paid quarterly or converted in

to shares of common stock.

Company’s borrowings are subject to a Note Purchase and Security Agreement (“Agreement”) which, among other things,

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of prepaid Note by $0.11 per share, which will be adjusted for any stock splits and recapitalizations.

time while the Senior Notes are outstanding, and at the sole option of a Holder, the Senior Notes may be converted into shares of the

Common Stock, at $0.001 par value per share of the Company, or any shares of capital stock or other securities of the Company into which

such Common Stock shall hereafter be changed or reclassified.

is not entitled to convert any portion of the Senior Note in excess of that portion of the Senior Note upon conversion of which the sum

of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates and (2) the number of conversion shares

issuable upon the conversion would result in beneficial ownership by a Holder and its affiliates of more than 4.50% of the then outstanding

shares of Common Stock.

any time while the Senior Notes are outstanding, and at the sole option of a Holder, the Senior Notes may be converted into shares of

the Common Stock, at $0.001 par value per share of the Company, or any shares of capital stock or other securities of the Company into

which such Common Stock shall hereafter be changed or reclassified.

Holder is not entitled to convert any portion of the Senior Note in excess of that portion of the Senior Note upon conversion of which

the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates and (2) the number of conversion

shares issuable upon the conversion would result in beneficial ownership by a Holder and its affiliates of more than 4.50% of the then

outstanding shares of Common Stock.

per share conversion price into which principal and interest outstanding will be convertible into shares of Common Stock hereunder shall

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price adjustment occurs.

Note 5 – Shareholders’

5 – Shareholders’ Equity

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

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

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

As March 31, 2022 and December 31, 2020, the Company

had 6,120,170 and 6,037,836 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

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with the SEC for a period of not less than 12 months.

Company issued 30,000 shares of common stock to its legal counsel in January 2021, at par value per share of $0.001, pursuant to an engagement

letter entered into in December 2020, and sold 724,500 shares of common stock at $1.00 per share (par value $0.001 per share) to accredited

the three months ended March 31, 2022, the Company sold 82,333 shares of common stock at $1.50 per share (par value $0.001) to accredited

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

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.

identified in late 2019 and now known as COVID-19, the outbreak has impacted hundreds of thousands of individuals worldwide.

many countries have implemented measures to combat the outbreak that have impacted global business operations.

As of the date of issuance

of the financial statements, the Company’s operations have not been significantly impacted, but the Company continues to monitor

the situation.

the three months ended March 31, 2021, the Company issued 30,000 shares of common stock to its legal counsel at par value per share of

$0.001, pursuant to an engagement letter entered into in December 2020, and sold 463,500 shares of common stock at $1.00 per share (par

value $0.001 per share) to accredited investors within the meaning of the federal securities laws in transactions exempt from registration

under the Securities Act of 1933, as amended.

6 – Contingencies

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

First identified in late 2019 and now known as COVID-19, the outbreak has impacted hundreds of thousands of individuals worldwide.

response, many countries have implemented measures to combat the outbreak that have impacted global business operations.

As of the date

of issuance of the financial statements, the Company’s operations have not been significantly impacted, but the Company continues

to monitor the situation.

No impairments were recorded as of the balance sheet date;

however, due to significant uncertainty surrounding the situation,

management's judgment regarding this could change in the future.

In addition, while the Company’s results of operations, cash flows,

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

Note 7 – Subsequent

The Company has evaluated

subsequent events from the balance sheet date through the date which the financial statements were available to be issued and determined

there are no other events to disclose.

however, due to significant uncertainty surrounding

the situation, management's judgment regarding this could change in the future.

In addition, while the Company’s results of operations,

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

7 – Subsequent Events

Company has evaluated subsequent events from the balance sheet date through the date which the financial statements were available to

be issued and determined there are no other events to disclose.

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