Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-255624 | |
Entity Registrant Name | Thumzup Media Corporation | |
Entity Central Index Key | 0001853825 | |
Entity Tax Identification Number | 85-3651036 | |
Entity Incorporation, State or Country Code | CA | |
Entity Address, Address Line One | 11845 W. Olympic Blvd. | |
Entity Address, Address Line Two | Ste 1100W #13 | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90064 | |
City Area Code | (310) | |
Local Phone Number | 237-2887 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 7,106,336 |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 1,099,761 | $ 424,445 |
Prepaid expenses | 123,838 | |
Total current assets | 1,223,599 | 424,445 |
Property and equipment, net | 3,093 | 4,713 |
TOTAL ASSETS | 1,226,692 | 429,158 |
LIABILITIES & STOCKHOLDERS’ EQUITY | ||
Accounts payable and accrued liabilities | 32,256 | 34,313 |
Senior Secured Convertible Promissory Notes | 215,000 | |
Total current liabilities | 32,256 | 249,313 |
Total liabilities | 32,256 | 249,313 |
Stockholders’ equity | ||
Preferred Series A, $0.001 par value, 1,000,000 shares authorized; 113,154 and 0 shares issued and outstanding, respectively | ||
Common stock, $0.001 par value, 250,000,000 shares authorized; 7,106,333 and 6,037,836 shares issued and outstanding, respectively | 7,106 | 6,038 |
Additional paid-in capital | 2,842,605 | 1,036,749 |
Accumulated deficit | (1,655,388) | (862,942) |
Total stockholders’ equity | 1,194,436 | 179,845 |
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY | 1,226,692 | 429,158 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity | ||
Preferred Series A, $0.001 par value, 1,000,000 shares authorized; 113,154 and 0 shares issued and outstanding, respectively | $ 113 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 24,000,000 | 24,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 7,106,333 | 6,037,836 |
Common stock, outstanding | 7,106,333 | 6,037,836 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 113,154 | 0 |
Preferred stock, shares outstanding | 113,154 | 0 |
Statements of Operation
Statements of Operation - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Total revenue | $ 1,632 | $ 6,524 | ||
Operating expenses: | ||||
Cost of revenue | 1,900 | 1,900 | ||
Sales and marketing | 64,748 | 1,882 | 130,107 | 4,003 |
Research and development | 126,479 | 268,115 | 412,477 | 474,445 |
General and administrative | 100,900 | 19,448 | 243,979 | 37,071 |
Depreciation expense | 540 | 720 | 1,620 | 1,196 |
Total operating expenses | 294,567 | 290,165 | 790,083 | 516,715 |
(Loss) income from operations | (292,935) | (290,165) | (783,559) | (516,715) |
Interest (expense) | (5,829) | (8,886) | (13,043) | |
Total other income (expenses) | (5,829) | (8,886) | (13,043) | |
Net income (loss) before income taxes | (292,935) | (295,994) | (792,445) | (529,758) |
Provision for income taxes | ||||
Net (loss) | $ (292,935) | $ (295,994) | $ (792,445) | $ (529,758) |
Earnings per common share - Basic and diluted | $ (0.05) | $ (0.06) | $ (0.13) | $ (0.09) |
Weighted average common shares outstanding -Basic and diluted | 6,444,547 | 5,367,274 | 6,156,567 | 5,616,704 |
Statement of Shareholders' Equi
Statement of Shareholders' Equity - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 5,000 | $ (5,000) | $ (5,687) | $ (5,687) | |
Beginning balance, shares at Dec. 31, 2020 | 5,000,000 | ||||
Common stock issued for cash | $ 725 | 723,775 | 724,500 | ||
Common Stock issued for cash, shares | 724,500 | ||||
Common stock issued for services | $ 30 | (30) | |||
Common Stock issued for service, shares | 30,000 | ||||
Net loss | (529,758) | (529,758) | |||
Ending balance, value at Sep. 30, 2021 | $ 5,755 | 718,745 | (535,444) | 189,056 | |
Ending balance, shares at Sep. 30, 2021 | 5,754,500 | ||||
Beginning balance, value at Jun. 30, 2021 | $ 5,755 | 718,745 | (239,450) | 485,050 | |
Beginning balance, shares at Jun. 30, 2021 | 5,754,500 | ||||
Net loss | (295,994) | (295,994) | |||
Ending balance, value at Sep. 30, 2021 | $ 5,755 | 718,745 | (535,444) | 189,056 | |
Ending balance, shares at Sep. 30, 2021 | 5,754,500 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 6,038 | 1,036,749 | (862,942) | 179,845 | |
Beginning balance, shares at Dec. 31, 2021 | 6,037,836 | ||||
Preferred Series A issued for cash | $ 18 | 789,982 | 790,000 | ||
Preferred Series A issued for cash, shares | 17,558 | ||||
Preferred Series A issued for conversion of notes and accrued interest | $ 96 | 157,638 | 157,733 | ||
Preferred Series A issued for conversion of notes and accrued interest, shares | 95,596 | ||||
Common stock issued for cash | $ 286 | 736,714 | 737,000 | ||
Common Stock issued for cash, shares | 286,834 | ||||
Common stock issued for services | $ 4 | 36,756 | 36,760 | ||
Common Stock issued for service, shares | 4,000 | ||||
Common Stock issued for conversion of notes and accrued interest | $ 778 | 84,765 | 85,543 | ||
Common Stock issued for conversion of notes and accrued interest, shares | 777,663 | ||||
Net loss | (792,445) | (792,445) | |||
Ending balance, value at Sep. 30, 2022 | $ 113 | $ 7,106 | 2,842,604 | (1,655,388) | 1,194,436 |
Ending balance, shares at Sep. 30, 2022 | 113,154 | 7,106,333 | |||
Beginning balance, value at Jun. 30, 2022 | $ 6,316 | 1,758,852 | (1,362,452) | 402,716 | |
Beginning balance, shares at Jun. 30, 2022 | 6,315,670 | ||||
Preferred Series A issued for cash | $ 18 | 789,982 | 790,000 | ||
Preferred Series A issued for cash, shares | 17,558 | ||||
Preferred Series A issued for conversion of notes and accrued interest | $ 96 | 157,638 | 157,733 | ||
Preferred Series A issued for conversion of notes and accrued interest, shares | 95,596 | ||||
Common stock issued for cash | $ 11 | 32,989 | 33,000 | ||
Common Stock issued for cash, shares | 11,000 | ||||
Common stock issued for services | $ 2 | 18,378 | 18,380 | ||
Common Stock issued for service, shares | 2,000 | ||||
Common Stock issued for conversion of notes and accrued interest | $ 778 | 84,765 | 85,543 | ||
Common Stock issued for conversion of notes and accrued interest, shares | 777,663 | ||||
Net loss | $ (1) | (292,935) | (292,935) | ||
Ending balance, value at Sep. 30, 2022 | $ 113 | $ 7,106 | $ 2,842,604 | $ (1,655,388) | $ 1,194,436 |
Ending balance, shares at Sep. 30, 2022 | 113,154 | 7,106,333 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (792,445) | $ (529,758) |
Depreciation expense | 1,620 | 1,196 |
Stock issued for services | 36,760 | |
Interest expense converted to stock | 8,886 | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Prepaid expenses | (123,838) | (103,350) |
Other assets | 7,214 | |
Accounts payable and accrued expenses | 17,033 | 51,342 |
Net cash used in operating activities | (851,984) | (573,356) |
Cash flows from investing activities | ||
Purchase of property and equipment | (6,449) | |
Purchase of intangible assets, Trademarks | (2,098) | |
Net cash used in investing activities | (8,547) | |
Cash flows from financing activities | ||
Proceeds from sale of common stock | 737,000 | 724,500 |
Proceeds from loan – related party | 300 | |
Proceeds from sale of preferred Series A | 790,000 | |
Net cash provided by financing activities | 1,527,300 | 724,500 |
Net (decrease) increase in cash | 675,316 | 142,597 |
Cash at the beginning of the period | 424,445 | 101,317 |
Cash at the end of the period | 1,099,761 | 243,914 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Supplemental disclosures of noncash financing activities: | ||
Preferred Series A issued for conversion of notes payable | 157,733 | |
Common stock issued for conversion of notes payable and accrued interest | $ 85,543 |
Business Organization and Natur
Business Organization and Nature of Operations | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Organization and Nature of Operations | Note 1 - Business Organization and Nature of Operations Thumzup Media Corporation (“Thumzup” or “Company”) was incorporated on October 27, 2020, under the laws of the State of Nevada, and its headquarters is located in Los Angeles. The Company’s primary business is software as a service provider dedicated to connecting businesses with consumers and allowing the business to incentivize consumers to post about their experience on social media. Thumzup mission is to democratize social media marketing by connecting advertisers with non-professional people, who can be paid for their posts about products and services they love through its technology which utilizes a proprietary 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 account(s). As of the date of this filing, Instagram is the Company’s initial social media platform that is being used, due to its wide acceptance and its great functionality using photographs. The Company expects to add other social media platforms in the future. For the advertiser, the Thumzup system enables brands to get real people to promote products to their friends, rather than displaying banner ads that consumers now mostly ignore, or contracting with expensive professional influencers. The Company has recorded nominal revenues during the first nine 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis 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 S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. 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. Use of Estimates The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America, which requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the reported amounts of expenses during the reported period. These assumptions and estimates could have a material effect on the financial statements. Actual results may differ materially from those estimates. The Company’s management periodically reviews estimates on an ongoing basis based on information currently available, and changes in facts and circumstances may cause the Company to revise these estimates. Cash and Cash Equivalents Cash and cash equivalents include all cash on hand, demand deposits and short-term investments with original maturities of three months or less when purchased. As of September 30, 2022 and December 31, 2021, the Company’s cash and cash equivalents were $ 1,099,761 424,445 Prepaid Expenses Prepaid expenses consist prepaid professional fees related to a scheduled filing and other receivables of $ 123,838 0 Property and Equipment Property and equipment, which consists of computer equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives. Ordinary repair and maintenance costs are included in general and administrative expenses on our statement of operations. However, expenditures for additions or improvements that significantly extend the useful life of the asset are capitalized in the period incurred. At the time assets are sold or disposed of, the cost and accumulated depreciation are removed from their respective accounts 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 nine months ended September 30, 2022 and 2021 was $ 1,620 476 Revenue Recognition 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 customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. The Company realizes revenue upon the fulfillment of its performance obligations to customers. As of September 30, 2022 and December 31, 2021, the Company had deferred revenue of $ 2,863 0 Research and Development Costs Research and development expenses primarily consist of outside contractor costs related to engineering, design and development of a working prototype Thumzup TM TM Income Taxes The 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. The Company has an accumulated deficit of approximately $ 1,655,388 21 348,000 |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 – Going Concern The 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. The Company is a beginning revenue, software and services company that has relied on short-term debt and equity funding for its operations. At September 30, 2022 and December 31, 2021, the Company had a cash balance of $ 1,099,761 424,445 851,984 1,655,388 During the third quarter ended September 30, 2022, the Company sold 17,558 790,000 |
Senior Secured Convertible Prom
Senior Secured Convertible Promissory Notes | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Senior Secured Convertible Promissory Notes | Note 4 - Senior Secured Convertible Promissory Notes On November 19, 2020, the Company issued $ 215,000 November 21, 2022 8 The Company’s borrowings are subject to a Note Purchase and Security Agreement (“Agreement”) which, among other things, contains certain covenants. In accordance with the Agreement, the Company secures the Senior Notes with all of the Company’s intellectual property now or hereafter owned or created by or on behalf of the Company’s founding shareholders to operate the Company’s business. The Company may prepay all or any portion of the Senior Notes, after providing 30 days prior written notice, at the Company’s option, pro rata to each Holder, by paying one hundred thirty percent (130%) of (1) the then outstanding principal amount plus (2) accrued and unpaid interest on that principal amount. If pre-payment is offered, the Holders may elect to convert into shares of common stock instead of accepting pre-payment. In the event the Company repays the Senior Notes, a Holder, shall have a right, for a period of 12 months from such repayment date, to acquire up to that number of shares of common stock of the Company that results from dividing the principal amount of prepaid Note by $0.11 per share, which will be adjusted for any stock splits and recapitalizations. At 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 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. A 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 The per share conversion price into which principal and interest outstanding will be convertible into shares of common stock hereunder is $ 0.11 0.11 In September 2022 the Company entered into separate exchange agreements with the Holders of the Senior Secured Promissory Notes to allow the conversion of their notes and accrued interest into shares of preferred stock. In September 2022 the Holders of the Senior Secured Promissory Notes exercised their option to convert their notes and accrued interest of $ 85,543 777,663 157,733 95,596 0 |
Shareholders_ Equity
Shareholders’ Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Shareholders’ Equity | Note 5 – Shareholders’ Equity Preferred Stock The Company is authorized to issue 25,000,000 0.001 1,000,000 15 3.00 The holders of Series A Preferred shall be entitled to receive, in cash or in-kind at Company’s election, in an amount equal to $ 3.50 45.00 During September 2022, the Company entered into a Securities Purchase Agreement with five accredited investors. Pursuant to the Securities Purchase Agreements, the company sold 17,558 45.00 790,000 During September 2022, the Company issued 95,596 157,733 0 215,000 Common Stock The Company is authorized to issue 250,000,000 0.001 7,106,333 6,037,836 In August 2022, the Company sold 11,000 3.00 During September 2022, the Company issued 777,663 85,543 0 215,000 During the nine months ended September 30, 2022, the Company sold 82,333 1.50 193,501 2.00 2,000 18,380 During the three nine ended September 30, 2021, the Company issued 30,000 0.001 724,500 1.00 724,500 |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Note 6 – Contingencies COVID-19 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 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. However, if the conflict escalates, it is unknown whether its direct or indirect effects may impact our business. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 7 – Subsequent Events On October 1, 2022, the Company entered into an employment agreement with Robert Steele for his services as Chief Executive Officer. Under the terms of the employment agreement, Mr. Steele receives a salary of $ 5,000 From October 1 to November 7, 2022, the Company issued 3,335 150,000 On October 31, 2022, a majority of the shareholders of the Company adopted a resolution to increase the Company’s authorized capital from 100,000,000 275,000,000 250,000,000 25,000,000 On October 31, 2022, the Board and a majority of the shareholders adopted resolutions to grant discretionary authority to the Board to amend the Articles of Incorporation to effect one or more consolidations of the issued and outstanding shares of Common Stock, pursuant to which the shares of Common Stock would be combined and reclassified into one share of Common Stock at a ratio within the range from 1-for-2 up to 1-for-10 (each, a “Reverse Stock Split”), provided that, the Company shall not effect Reverse Stock Splits that, in the aggregate, exceed 1-for-10 On October 31, 2022, the Board and a majority of the shareholders adopted resolutions to grant discretionary authority to the Board to amend the Articles of Incorporation to effect one or more forward splits of the issued and outstanding shares of Common Stock, pursuant to which the shares of Common Stock would be increased at a ratio within the range from 2-for-1 up to 10-for-1 (each, a “Forward Stock Split”), provided that, the Company shall not effect Forward Stock Splits that, in the aggregate, exceed 10-for-1. On November 4, 2022, the Company filed a Certificate of Amendment with the Secretary of State of the State of Nevada to authorize 275,000,000 250,000,000 25,000,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation - Unaudited Interim Financial Information | Basis 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 S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. 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. |
Use of Estimates | Use of Estimates The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America, which requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the reported amounts of expenses during the reported period. These assumptions and estimates could have a material effect on the financial statements. Actual results may differ materially from those estimates. The Company’s management periodically reviews estimates on an ongoing basis based on information currently available, and changes in facts and circumstances may cause the Company to revise these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all cash on hand, demand deposits and short-term investments with original maturities of three months or less when purchased. As of September 30, 2022 and December 31, 2021, the Company’s cash and cash equivalents were $ 1,099,761 424,445 |
Prepaid Expenses | Prepaid Expenses Prepaid expenses consist prepaid professional fees related to a scheduled filing and other receivables of $ 123,838 0 |
Property and Equipment | Property and Equipment Property and equipment, which consists of computer equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives. Ordinary repair and maintenance costs are included in general and administrative expenses on our statement of operations. However, expenditures for additions or improvements that significantly extend the useful life of the asset are capitalized in the period incurred. At the time assets are sold or disposed of, the cost and accumulated depreciation are removed from their respective accounts 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 nine months ended September 30, 2022 and 2021 was $ 1,620 476 |
Revenue Recognition | Revenue Recognition 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 customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. The Company realizes revenue upon the fulfillment of its performance obligations to customers. As of September 30, 2022 and December 31, 2021, the Company had deferred revenue of $ 2,863 0 |
Research and Development Costs | Research and Development Costs Research and development expenses primarily consist of outside contractor costs related to engineering, design and development of a working prototype Thumzup TM TM |
Income Taxes | Income Taxes The 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. The Company has an accumulated deficit of approximately $ 1,655,388 21 348,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 1,099,761 | $ 424,445 |
Prepaid expenses | 123,838 | |
Depreciation expenses | 1,620 | 476 |
Deferred revenue | 2,863 | 0 |
Accumulated deficits | $ 1,655,388 | $ 862,942 |
Current corporate income tax rate | 21% | |
Income tax net operating loss (NOL) | $ 348,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash | $ 1,099,761 | $ 1,099,761 | $ 1,099,761 | $ 424,445 | |
Net cash used in operating activities | 851,984 | $ 573,356 | |||
Accumulated deficit | $ 1,655,388 | 1,655,388 | 1,655,388 | $ 862,942 | |
Preferred Series A issued for cash | $ 790,000 | $ 790,000 | |||
Preferred Stock [Member] | Series A Preferred Stock [Member] | |||||
Preferred Series A issued for cash, shares | 17,558 | 17,558 | 17,558 | ||
Preferred Series A issued for cash | $ 790,000 | $ 18 | $ 18 |
Senior Secured Convertible Pr_2
Senior Secured Convertible Promissory Notes (Details Narrative) - USD ($) | 1 Months Ended | ||
Nov. 19, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Senior Promissory note balance | $ 0 | ||
Common Stock [Member] | |||
Debt Instrument [Line Items] | |||
Debt converted into common stock | 777,663 | ||
Preferred Stock [Member] | |||
Debt Instrument [Line Items] | |||
Debt converted into common stock | 95,596 | ||
Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Convertible notes | $ 215,000 | $ 0 | $ 215,000 |
Convertible notes | Nov. 21, 2022 | ||
Interest rate | 8% | ||
Debt decriptions | The Company may prepay all or any portion of the Senior Notes, after providing 30 days prior written notice, at the Company’s option, pro rata to each Holder, by paying one hundred thirty percent (130%) of (1) the then outstanding principal amount plus (2) accrued and unpaid interest on that principal amount. If pre-payment is offered, the Holders may elect to convert into shares of common stock instead of accepting pre-payment. In the event the Company repays the Senior Notes, a Holder, shall have a right, for a period of 12 months from such repayment date, to acquire up to that number of shares of common stock of the Company that results from dividing the principal amount of prepaid Note by $0.11 per share, which will be adjusted for any stock splits and recapitalizations. | ||
Debt conversion percentage | 4.50% | ||
Debt convertible stock price trigger | $ 0.11 | ||
Senior Notes [Member] | Common Stock [Member] | |||
Debt Instrument [Line Items] | |||
Convertible notes | 85,543 | ||
Senior Notes [Member] | Preferred Stock [Member] | |||
Debt Instrument [Line Items] | |||
Convertible notes | $ 157,733 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Sep. 26, 2022 $ / shares shares | Sep. 30, 2022 USD ($) Integer $ / shares shares | Aug. 31, 2022 USD ($) $ / shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Nov. 19, 2020 USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock, shares authorized | shares | 24,000,000 | 24,000,000 | 24,000,000 | 24,000,000 | |||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred stock converted into common stock | shares | 15 | ||||||||
Preferred stock, conversion price | $ / shares | $ 3 | ||||||||
Preferred stock dividend paid in cash, per share | $ / shares | 3.50 | ||||||||
Preferred stock dividend paid per share | $ / shares | $ 45 | ||||||||
Preferred Series A issued for cash | $ 790,000 | $ 790,000 | |||||||
Preferred Series A issued for conversion of notes and accrued interest | $ 157,733 | $ 157,733 | |||||||
Common stock, authorized | shares | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | |||||
Common Stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Common stock, issued | shares | 7,106,333 | 7,106,333 | 7,106,333 | 6,037,836 | |||||
Common stock, outstanding | shares | 7,106,333 | 7,106,333 | 7,106,333 | 6,037,836 | |||||
Stock issued during period, shares | $ 33,000 | $ 737,000 | $ 724,500 | ||||||
Common stock issued for services | 18,380 | 36,760 | |||||||
Proceeds from sale of common stock | $ 737,000 | $ 724,500 | |||||||
Consultant [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Share price | $ / shares | $ 0.001 | $ 0.001 | |||||||
Common Stock issued for service, shares | shares | 30,000 | 2,000 | |||||||
Common stock issued for services | $ 18,380 | ||||||||
Senior Notes [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Convertible notes | $ 0 | $ 0 | $ 0 | $ 215,000 | $ 215,000 | ||||
Series A Preferred Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock, shares authorized | shares | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock, shares authorized | shares | 25,000,000 | 25,000,000 | 25,000,000 | ||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Preferred Stock [Member] | Senior Notes [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Convertible notes | $ 157,733 | $ 157,733 | $ 157,733 | ||||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred Series A issued for cash, shares | shares | 17,558 | 17,558 | 17,558 | ||||||
Share price | $ / shares | $ 45 | $ 45 | $ 45 | ||||||
Preferred Series A issued for cash | $ 790,000 | $ 18 | $ 18 | ||||||
Preferred Series A issued for conversion of notes and accrued interest, shares | shares | 95,596 | 95,596 | 95,596 | ||||||
Preferred Series A issued for conversion of notes and accrued interest | $ 157,733 | $ 96 | $ 96 | ||||||
Common Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Share price | $ / shares | $ 3 | ||||||||
Stock issued during period, shares | $ 11,000 | $ 11 | $ 286 | $ 725 | |||||
Debt converted into common stock | Integer | 777,663 | ||||||||
Stock issued during period, shares | shares | 11,000 | 286,834 | 724,500 | ||||||
Common Stock issued for service, shares | shares | 2,000 | 4,000 | 30,000 | ||||||
Common stock issued for services | $ 2 | $ 4 | $ 30 | ||||||
Proceeds from sale of common stock | $ 724,500 | ||||||||
Common Stock [Member] | Investor [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Share price | $ / shares | $ 1 | $ 1 | |||||||
Stock issued during period, shares | shares | 724,500 | ||||||||
Common Stock [Member] | Senior Notes [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Convertible notes | $ 85,543 | $ 85,543 | $ 85,543 | ||||||
Common Stock One [Member] | Investor [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Share price | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | ||||||
Stock issued during period, shares | shares | 82,333 | ||||||||
Common Stock Two [Member] | Investor [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Share price | $ / shares | $ 2 | $ 2 | $ 2 | ||||||
Stock issued during period, shares | $ 193,501 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Oct. 31, 2022 | Oct. 01, 2022 | Nov. 07, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Nov. 04, 2022 | |
Subsequent Event [Line Items] | |||||||
Preferred Series A issued for cash | $ 790,000 | $ 790,000 | |||||
Series A Preferred Stock [Member] | Preferred Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Preferred Series A issued for cash, shares | 17,558 | 17,558 | 17,558 | ||||
Preferred Series A issued for cash | $ 790,000 | $ 18 | $ 18 | ||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Excess stock shares, authorized | 275,000,000 | ||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Excess stock shares, authorized | 250,000,000 | 250,000,000 | |||||
Stockholders equity reverse stock split | Common Stock at a ratio within the range from 1-for-2 up to 1-for-10 (each, a “Reverse Stock Split”), provided that, the Company shall not effect Reverse Stock Splits that, in the aggregate, exceed 1-for-10 | ||||||
Subsequent Event [Member] | Preferred Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Excess stock shares, authorized | 25,000,000 | 25,000,000 | |||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Preferred Series A issued for cash, shares | 3,335 | ||||||
Preferred Series A issued for cash | $ 150,000 | ||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | Minimum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Excess stock shares, authorized | 100,000,000 | ||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | Maximum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Excess stock shares, authorized | 275,000,000 | ||||||
Chief Executive Officer [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Salary | $ 5,000 |