What changed in this filing

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Item 1. Financial Statements

2022-08-03 compared with 2022-05-06 · 147 added, 135 removed, 145 unchanged (66% of the section changed)

2 unchanged sentences

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)

Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021

Statements of Operations for the Three and Six Months ended June 30, 2022 and 2021 (unaudited)

Statements of Shareholder’s Equity for the Three and Six Months Ended June 30, 2022 and 2021 (unaudited)

Statements of Cash Flows for the Six Months ended June 30, 2022 and 2021 (unaudited)

to the Condensed Financial Statements (unaudited)

2 unchanged sentences

Cash and cash equivalents

Prepaid expenses and other current assets

Total current assets

5 unchanged sentences

Total liabilities

Stockholders' equity (deficit)

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

Stockholders' equity

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

6,315,670 and 6,037,836 shares issued and outstanding, respectively

1 unchanged sentence

Accumulated deficit

( 1,362,452 )

Total stockholders' equity

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

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

1 unchanged sentence

Media Corporation

Three Months Ending March 31,

Total revenue

the Three Months Ended June 30,

the Six Months Ended June 30,

and marketing

and development

and administrative

operating expenses

Sales and marketing

Research and development

General and administrative

Depreciation expense

Total operating expenses

(Loss) income from operations

income from operations

income (expenses)

other income (expenses)

Interest (expense)

Total other income (expenses)

Net income (loss) before income taxes

Provision for income taxes

Earnings per common share - Basic and diluted

Weighted average common shares outstanding -Basic and

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)

Balance at December

Common stock issued for investment

at March 31, 2022

income (loss) before income taxes

for income taxes

$ ( 275,138 )

$ ( 132,515 )

$ ( 499,510 )

$ ( 233,764 )

per common share - Basic and diluted

average common shares outstanding -Basic

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

Statements of Stockholders' Equity

the Three Months Ending June 30, 2022 and 2021

Stockholders’

Balance at March 31, 2022

Common stock issued for cash

Common stock issued for services

Balance at June 30, 2022

Balance at March 31, 2021

Common stock issued for cash

Balance at June 30, 2021

For the Six Months Ending June 30, 2022 and 2021

Balance at December 31, 2021

Common stock issued for investment

Common stock issued for cash

Common stock issued for services

Balance at June 30, 2022

Balance at December 31, 2020

Common stock issued for cash

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.

Balance at June 30,

The 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 Cash Flows

The Three Months Ending March 31,

The Six Months Ending June 30,

Cash flows from operating activities

2 unchanged sentences

Depreciation expense

Adjustments to reconcile net loss to net cash used

in operating activities:

Restricted cash

Stock issued for services

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

Prepaid expenses

Accounts payable

and accrued expenses

cash used in operating activities

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

cash used in investing activities

Purchase of intangible assets, Trademarks

Net cash used in investing activities

Cash flows from financing activities

Proceeds from sale of common stock

Proceeds from loan

Offering costs

Net cash provided by financing

Proceeds from loan – related party

Net cash provided by financing activities

Net (decrease) increase in cash

beginning of the period

the end of the period

Supplemental disclosures of cash

flow information:

Cash at the beginning of the period

Cash at the end of the period

Supplemental disclosures of cash flow information:

Cash paid for interest

5 unchanged sentences

1 - Business Organization and Nature of Operations

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

Nevada, and its headquarters is located in Carson City, Nevada.

The Company is a pre-revenue software company dedicated to building an

influencer community around its mobile app (“App”).

Once fully developed, the App will generate scalable word-of-mouth product

posts and recommendations for advertiser on social media and is designed to connect advertisers with individuals who are willing to promote

their products online.

Thumzup App will enable users to select a brand they want to post about on social media.

Once the Thumzup user selects the brand and

takes a photo (using the App), the App will post the photo and a caption to the user’s social media accounts.

For the advertiser,

the Thumzup system enables brands to get real people to promote their products to their friends, rather than displaying banner ads that

people are tuning out.

Company is an “emerging growth company” as that term is used in the Jumpstart our Business Startups Act of 2012, and as such,

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

Thumzup Media Corporation (“Thumzup”

or “Company”) was incorporated October 27, 2020, under the laws of the State of Nevada, and its headquarters is located in

Carson City, Nevada.

The Company is a software company dedicated to building an influencer community around its mobile app (“App”).

The App generates scalable word-of-mouth product posts and recommendations for advertisers on social media and is designed to connect

advertisers with individuals who are willing to promote their products online.

The Thumzup App enables users to select

a brand they want to post about on social media.

Once the Thumzup user selects the brand and takes a photo (using the App), the App will

post the photo and a caption to the user’s social media accounts.

For the advertiser, the Thumzup system enables brands to get real

people to promote their products to their friends, rather than displaying banner ads that people are tuning out.

The Company has recorded

nominal revenues during the first six months of 2022 and continues with the development of enhancements to its App and marketing efforts.

The Company is an “emerging growth

company” as that term is used in the Jumpstart our Business Startups Act of 2012, and as such, has elected to comply with certain

reduced public company reporting requirements.

2 – Summary of Significant Accounting Policies

7 unchanged sentences

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.

The unaudited condensed financial statements 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,

8 unchanged sentences

less when purchased.

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

As of June 30, 2022 and December 31, 2021, the Company’s cash and cash equivalents were $653,856 and $424,445,

respectively.

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

Company has no prepaid expenses at June 30, 2022 and December 31, 2021.

and Equipment

8 unchanged sentences

assigned to computer equipment.

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

Depreciation expense for the six months ended June 30, 2022 and 2021 was $1,080 and $476, respectively.

The Company accounts for revenue in accordance

with ASC 606, Revenue from Contracts with Customers.

The underlying principle of ASC 606 is to recognize revenue to depict the transfer

of goods or services to customers at the amount expected to be collected.

Revenues are recognized when control of the

promised goods or services are transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange

for those goods or services.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be

recognized as we fulfill our obligations under each of our agreements:

· identify the contract with a

· identify the performance obligations

in the contract;

· determine the transaction price;

· allocate the transaction price

to performance obligations in the contract;

· recognize revenue as the performance

obligation is satisfied.

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 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.

For the six months ended June 30, 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

9 unchanged sentences

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

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

Company has an accumulated deficit of approximately $1,362,000 as of June 30, 2022, and at the current corporate tax rate of 21% results

in an estimated net operating loss (“NOL”) of $286,020.

15 unchanged sentences

from the outcome of these uncertainties.

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.

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

At June 30, 2022 and December 31, 2021, the Company had a cash balance of $ 653,856 and $ 424,445 , respectively, and the Company used $474,889

to fund operating activities for the six months ended June 30, 2022.

June 2022 the Company sold 193,501 shares of its common stock for $3.00 per share and received proceeds of $580,500.

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

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

Accrued interest may be paid quarterly or converted in

to shares of common stock.

12 unchanged sentences

(2) obtaining a trading symbol from FINRA or its successor;

(3) listing of the Company’s shares

of common stock (“Common Stock”) for trading on OTCQB or a national securities exchange such as Nasdaq;

(4) completing an

equity raise of at least $3 million at a pre-money valuation for the Company of at least $10 million;

and (5) timely having made all

periodic and other filings required of a “reporting” company with the SEC for a period of not less than 12 months.

(3) listing of the Company’s shares of common

stock for trading on OTCQB or a national securities exchange such as Nasdaq;

(4) completing an equity raise of at least $3 million at

a pre-money valuation for the Company of at least $10 million;

and (5) timely having made all periodic and other filings required of

a “reporting” company with the SEC for a period of not less than 12 months.

Company may prepay all or any portion of the Senior Notes, after providing 30 days prior written notice, at the Company’s option,

7 unchanged sentences

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.

the common stock 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

2 unchanged sentences

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

be equal to $0.11 cents per share.

per share conversion price into which principal and interest outstanding will be convertible into shares of common stock hereunder is

$0.11 per share.

The Agreement contains a protection feature (commonly referred to as a “Down Round”);

whereupon any issuance by the Company of Common Stock, or a security that is convertible into Common Stock, at a price lower than a net

receipt to the Company of $0.11 per share, then the conversion price will be adjusted to equal the lower price per share.

has accounted for the Down Round as a contingent beneficial feature and will record a benefit to a Holder, if and, when a conversion

price adjustment occurs.

whereupon any issuance

by the Company of common stock, or a security that is convertible into common stock, at a price lower than a net receipt to the Company

of $0.11 per share, then the conversion price will be adjusted to equal the lower price per share.

The Company has accounted for the

Down Round as a contingent beneficial feature and will record a benefit to a Holder, if and, when a conversion price adjustment occurs.

5 – Shareholders’ Equity

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

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:

(i) registration of the shares underlying

the senior secured convertible promissory notes with the United States Securities Commission (“SEC”) on Form S-1;

(ii) obtaining

a trading symbol from FINRA or its successor,;

(iii) listing of the Company’s shares of common stock for trading on OTCQB or a

national securities exchange such as Nasdaq;

(iv) completing an equity raise of at least $3 million at a pre-money valuation for the

Company of at least $10 million;

and (v) timely having made all periodic and other filings required of a “reporting” company

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

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,

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

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

As June 30, 2022 and December 31, 2021,

the Company had 6,315,670 and 6,037,836 shares issued and outstanding, respectively.

The initial shares were issued as follows:

shares to Robert Steele (Founder and CEO) and 1,500,000 shares to Danny Lupinelli (Founder).

The Founders’ common stock is pledged

as collateral on the Senior Secured Convertible Promissory Notes (See Note 4).

the six months ended June 30, 2022, the Company sold 82,333 shares of common stock at $1.50 per share and 193,501 shares of common stock

at $3.00 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.

The Company issued 2,000 shares of common stock to an outside consultant for services and

recognized an expense of $18,380.

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 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.

The Company is subject to risks and uncertainties

as a result of the COVID-19 pandemic.

The severity of the impact of the COVID-19 pandemic on the Company’s business will depend

on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact

on the Company’s customers, service providers and suppliers, all of which are uncertain and cannot be predicted.

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.

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.

of issuance of Company’s financial statements, the extent to which the COVID-19 pandemic may in the future materially impact the

Company’s financial condition, liquidity or results of operations is uncertain.

Russia-Ukraine conflict

The Russian-Ukraine conflict is a global concern.

The Company does not have any direct exposure to Russia or Ukraine through its operations, employee base, investments or sanctions.

have no basis to evaluate the possible risks of this conflict.

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