Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 29, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | Thumzup Media Corporation (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2023 (the “Original Filing”) to clarify and to amend certain disclosures which affect Part II Item 9A. | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
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 | NV | ||
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 | (800) | ||
Local Phone Number | 403-6150 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
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 | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 11,522,721 | ||
Entity Common Stock, Shares Outstanding | 7,126,336 | ||
Auditor Firm ID | 457 | ||
Auditor Name | Haynie & Company | ||
Auditor Location | Salt Lake City, Utah |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 1,155,343 | $ 424,445 |
Prepaid expenses | 2,903 | |
Total current assets | 1,158,246 | 424,445 |
Property and equipment, net | 2,553 | 4,713 |
Total assets | 1,160,799 | 429,158 |
Current liabilities: | ||
Accounts payable and accrued expenses | 91,359 | 34,313 |
Senior secured convertible promissory notes | 215,000 | |
Total current liabilities | 91,359 | 249,313 |
Total liabilities | 91,359 | 249,313 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, value | ||
Common stock, $0.001 par value, 250,000,000 shares authorized; 7,108,336 and 6,037,836 shares issued and outstanding, respectively | 7,108 | 6,038 |
Additional paid in capital | 3,179,913 | 1,036,749 |
Subscription receivable | (33,000) | |
Accumulated deficit | (2,084,707) | (862,942) |
Total stockholders’ equity | 1,069,440 | 179,845 |
Total liabilities and stockholders’ equity | 1,160,799 | 429,158 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock, value | $ 126 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) | Dec. 31, 2022 USD ($) $ / shares shares |
Preferred stock, shares authorized | 20,000,000 |
Common Stock, par value | $ / shares | $ 0.001 |
Common stock, authorized | 250,000,000 |
Common stock, outstanding | 7,108,336 |
Common stock, issued | 7,108,336 |
Series A Preferred Stock [Member] | |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, par value | $ / shares | $ 0.001 |
Preferred stock, stated value | $ | $ 45,000 |
Preferred stock, shares issued | 125,865 |
Preferred stock, shares outstanding | 125,865 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 2,421 | $ 2,446 |
Operating Expenses: | ||
Cost of revenues | 439 | |
Sales and marketing | 224,088 | 21,257 |
Research and development | 567,408 | 716,524 |
General and administrative | 418,940 | 102,698 |
Depreciation and amortization | 2,160 | 1,736 |
Total Operating Expenses | 1,213,035 | 842,215 |
Loss From Operations | (1,210,614) | (839,769) |
Other Income (Expense): | ||
Interest expense | (11,151) | (17,486) |
Total Other Income (Expense) | (11,151) | (17,486) |
Net Loss Before Income Taxes | (1,221,765) | (857,255) |
Provision for Income Taxes (Benefit) | ||
Net Loss | (1,221,765) | (857,255) |
Net Income (Loss) Available to Common Stockholders | $ (1,221,765) | $ (857,255) |
Net Income (Loss) Per Common Share: | ||
Basic | $ (0.20) | $ (0.16) |
Diluted | $ (0.20) | $ (0.16) |
Weighted Average Common Shares Outstanding: | ||
Basic | 6,215,753 | 5,420,833 |
Diluted | 6,215,753 | 5,420,833 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscription Receivable [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 advisory | $ 30 | (30) | ||||
Common stock issued for advisory, shares | 30,000 | |||||
Common Stock issued for investment | $ 1,008 | 1,148,492 | 1,149,500 | |||
Common Stock issued for investment, shares | 1,007,836 | |||||
Common Stock issued for cash | (106,713) | (106,713) | ||||
Net loss | (857,255) | (857,255) | ||||
Common Stock issued for services, shares | 30,000 | |||||
Ending balance, value at Dec. 31, 2021 | $ 6,038 | 1,036,749 | 0 | (862,942) | 179,845 | |
Ending balance, shares at Dec. 31, 2021 | 6,037,836 | |||||
Common Stock issued for cash | $ 286 | 736,714 | (33,000) | 704,000 | ||
Net loss | (1,221,765) | (1,221,765) | ||||
Preferred Series A issued for cash | $ 28 | 1,259,967 | 1,259,995 | |||
Preferred Series A issued for cash, shares | 28,004 | |||||
Preferred Series A issued for exchange of notes and interest | $ 96 | 157,638 | 157,733 | |||
Preferred Series A issued for exchange of notes and interest, shares | 95,596 | |||||
Preferred Series A issued for dividends | $ 2 | 2,263 | 2,265 | |||
Preferred Series A issued for dividends, shares | 2,265 | |||||
Common Stock issued for cash, shares | 286,834 | |||||
Common Stock issued for services | $ 6 | 50,954 | 50,960 | |||
Common Stock issued for services, shares | 6,000 | |||||
Common Stock issued for conversion of notes | $ 778 | 84,765 | 85,543 | |||
Common Stock issued for conversion of notes, shares | 777,663 | |||||
Stock issuance costs | (149,137) | (149,137) | ||||
Rounding | 1 | |||||
Ending balance, value at Dec. 31, 2022 | $ 124 | $ 7,108 | $ 3,179,913 | $ (33,000) | $ (2,084,707) | $ 1,069,440 |
Ending balance, shares at Dec. 31, 2022 | 125,865 | 7,108,333 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (1,221,765) | $ (857,255) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 2,160 | 1,736 |
Stock issued for services | 50,960 | |
Preferred stock dividend paid with stock | 2,265 | |
Interest expense paid with stock on conversion | 8,886 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (2,903) | 10,000 |
Accounts payable and accrued expenses | 76,437 | 32,308 |
Net cash used in operating activities | (1,083,960) | (813,211) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (6,449) | |
Net cash used in investing activities | (6,449) | |
Cash flows from financing activities: | ||
Proceeds from sale of common stock | 737,000 | 1,042,788 |
Proceeds from sale of preferred stock | 1,259,995 | |
Subscription receivable | (33,000) | |
Costs incurred for equity sales | (149,137) | |
Net cash provided by financing activities | 1,814,858 | 1,042,788 |
Net (decrease) increase in cash | 730,898 | 223,128 |
Cash, beginning of year | 424,445 | 201,317 |
Cash, end of year | 1,155,343 | 424,445 |
Supplemental disclosures of cash flow information: | ||
Cash paid during period for interest | ||
Cash paid during period for taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Preferred Series A issued for exchange of convertible notes and accrued interest | 157,733 | |
Common shares issued upon conversion of convertible notes and accrued interest | $ 85,543 |
Business Organization and Natur
Business Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 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, California. 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’s 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 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 | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-K. 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. Significant estimates include estimates used in the valuation allowance related to deferred tax assets. Actual results may differ from 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 December 31, 2022 and 2021, the Company’s cash and cash equivalents consisted of $ 1,155,343 424,445 The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of the federally insured limit of $ 250,000 905,343 174,445 Prepaid Expenses As of December 31, 2022 and December 31, 2021, the Company had $ 2,903 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 evaluate the appropriateness of remaining depreciable lives assigned to computer equipment at the end of each fiscal year. Depreciation expense for the years ended December 31, 2022 and December 31, 2021 were $ 2,160 1,736 Revenue Recognition The Company recognizes revenue when services are realized. The Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”). The fees are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration. In accordance with ASC 606, the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue in accordance with that core principle by applying the following: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligation in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue when (or as) the Company satisfies a performance obligation. We derive our revenue principally from service fees paid by the client for the use of our platform in connection with our advertising technology platform which incentivizes users to leave reviews of our clients. Our sole performance obligation in the transaction is to connect clients with end-users to facilitate the completion of a successful review on the user’s social media accounts. Judgment is required in evaluating the presentation of revenue on a gross versus net basis based on whether we control the service provided to the end-user and are the principal in the transaction (gross), or we arrange for other parties to provide the service to the end-user and are the agent in the transaction (net). We have concluded that we are the agent in our current transactions as we arrange for users to provide the service to the clients and the users post reviews on social media accounts controlled by the users. The assessment of whether we are considered the principal or the agent in a transaction could impact the accounting for these transactions and change the timing and amount of revenue recognized. The percentage fee the Company charges is not variable. Cost of Goods Sold The Company classifies its credit card transaction fees as cost of goods sold. Client Deposits Thumzup’s clients generally prepay to utilize the Company’s technology platform. All client deposits for services are recorded as a client deposit liability upon receipt. Upon a user leaving a qualified review for the client, as defined in Thumzup’s Mobile Terms and Conditions, the Company transfers the fee payable to the user to a user account balances liability account and realizes the fees payable to the Company as revenue. The Company holds all client deposits and user account balances in cash or cash-equivalents, including money market accounts. 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 no tax positions as of December 31, 2022 and 2021 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes any interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. For the years ending December 31, 2022 and 2021, the Company recognized no interest and penalties. Net Earnings (Loss) Per Common Share The Company computes earnings (loss) per share under ASC subtopic 260-10, Earnings Per Share. Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. The computation of basic and diluted income (loss) per share, for the year ended December 31, 2022 and 2021 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: Schedule of Potentially Dilutive Securities Excluded From Computation of Basic and Diluted Net Loss Per Share December 31, December 31, 2022 2021 Common shares issuable upon conversion of convertible notes - 2,130,818 Common shares issuable upon conversion of preferred stock 1,887,976 - Total potentially dilutive shares 1,887,976 2,130,818 Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion feature. As a result, the Company will not separately present in equity an embedded conversion feature in such debt. Instead, we will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. We expect the elimination of these models will reduce reported interest expense and increase reported net income for the Company’s convertible instruments falling under the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The adoption of this update did not have a material impact on the Company’s consolidated financial statements and related disclosures. There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company ’ s financial position, results of operations or cash flows. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 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 recognized its first revenues in December 2021. It relies on short-term debt and equity funding for its operations. At December 31, 2022 and 2021, the Company had a cash balance of $ 1,155,343 and $ 424,445 , and the Company used $ 1,083,960 and $ 813,211 to fund operating activities for the years ending December 31, 2022 and 2021, respectively. For the year ended December 31, 2022 the Company raised approximately $ 737,000 from the sale of 286,834 shares of its common stock and approximately $ 1,260,000 from the sale of 28,004 shares of Preferred Series A stock and incurred offering costs of $ 149,137 . The Company raised approximately $ 1,042,788 in capital contributions (net of offering costs of $ 106,731 ) during 2021. The Company may need to raise additional funding and manage expenses in order to continue as a going concern. |
Senior Secured Convertible Prom
Senior Secured Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 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, 2021 8 777,663 85,543 issued 95,596 157,733 0 215,000 At any time while the Senior Notes were outstanding, and at the sole option of the note holder, the Senior Notes were convertible into shares of the Company’s common stock, $ 0.001 A holder was 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 have resulted 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 of the Senior Notes were convertible into shares of common stock was equal to $ 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 | 12 Months Ended |
Dec. 31, 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 dividends, in cash or in-kind at Company’s election, in an amount equal to $ 3.50 45.00 For the year ended December 31, 2022 the Company entered into a Securities Purchase Agreement with accredited investors. Pursuant to the Securities Purchase Agreements, the company sold 28,004 45.00 1,259,995 95,596 157,733 On December 30, 2022, the Company issued 2,265 As of December 31, 2022, there were 125,865 Common Stock The Company is authorized to issue 250,000,000 0.001 7,108,336 6,037,836 During the year ended December 31, 2021, the Company issued 30,000 30 During the year ended December 31, 2021, the Company issued 1,007,836 1,042,787 106,731 During the year ended December 31, 2022, the Company issued 6,000 50,960 8.49 During the year ended December 31, 2022, the Company issued 286,834 shares of common stock for investment of $ 587,863 , net offering expenses of $ 149,137 . During the year ended December 31, 2022, the Company issued 777,663 85,543 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 6 - Income Taxes As of December 31, 2022, the Company has net operating loss carryforwards (“NOL”) of approximately $ 1,796,000 319,000 During the year ended December 31, 2022, the Company has increased the valuation allowance from $ 181,000 319,000 The tax effect of the carry forwards that give rise to deferred tax assets at December 31, 2022 consists of the following: Schedule of Deferred Tax Assets 2022 2021 Deferred tax assets: Net operating loss $ 319,000 $ 181,000 Total deferred tax assets 319,000 $ 181,000 Valuation allowance (319,000 ) (181,000 ) Deferred tax asset, net of allowance $ - $ - A reconciliation of the statutory income tax rate and the Company’s effective tax rate is as follows: Schedule of Effective Income Tax Rate Reconciliation 2022 2021 Statutory U.S. federal rate 21.0 % 21.0 % Book to tax differences (6.0 )% (6.0 )% Valuation allowance (15.0 )% (15.0 )% Effective tax rate 0.0 % 0.0 % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 7 - Subsequent Events The Company has evaluated subsequent events from the balance sheet date through the date which the financial statements were issued. On March 15, 2023, the Company issued 2,447 Series A Preferred Convertible Voting Shares (“Series A Preferred”) for a dividend per the terms of the Series A Preferred Certificate of Designation. The Company is currently conducting an offering under Regulation A+, pursuant to an Offering Statement on Form 1-A/A filed on December 23, 2022 and qualified on January 9, 2023, through which the Company is offering up to 2 million shares of common stock at a purchase price of $ 4.50 per share. The Company currently has subscriptions for 64,894 292,023 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-K. |
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. Significant estimates include estimates used in the valuation allowance related to deferred tax assets. Actual results may differ from 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 December 31, 2022 and 2021, the Company’s cash and cash equivalents consisted of $ 1,155,343 424,445 The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of the federally insured limit of $ 250,000 905,343 174,445 |
Prepaid Expenses | Prepaid Expenses As of December 31, 2022 and December 31, 2021, the Company had $ 2,903 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 evaluate the appropriateness of remaining depreciable lives assigned to computer equipment at the end of each fiscal year. Depreciation expense for the years ended December 31, 2022 and December 31, 2021 were $ 2,160 1,736 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when services are realized. The Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”). The fees are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration. In accordance with ASC 606, the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue in accordance with that core principle by applying the following: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligation in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue when (or as) the Company satisfies a performance obligation. We derive our revenue principally from service fees paid by the client for the use of our platform in connection with our advertising technology platform which incentivizes users to leave reviews of our clients. Our sole performance obligation in the transaction is to connect clients with end-users to facilitate the completion of a successful review on the user’s social media accounts. Judgment is required in evaluating the presentation of revenue on a gross versus net basis based on whether we control the service provided to the end-user and are the principal in the transaction (gross), or we arrange for other parties to provide the service to the end-user and are the agent in the transaction (net). We have concluded that we are the agent in our current transactions as we arrange for users to provide the service to the clients and the users post reviews on social media accounts controlled by the users. The assessment of whether we are considered the principal or the agent in a transaction could impact the accounting for these transactions and change the timing and amount of revenue recognized. The percentage fee the Company charges is not variable. Cost of Goods Sold The Company classifies its credit card transaction fees as cost of goods sold. Client Deposits Thumzup’s clients generally prepay to utilize the Company’s technology platform. All client deposits for services are recorded as a client deposit liability upon receipt. Upon a user leaving a qualified review for the client, as defined in Thumzup’s Mobile Terms and Conditions, the Company transfers the fee payable to the user to a user account balances liability account and realizes the fees payable to the Company as revenue. The Company holds all client deposits and user account balances in cash or cash-equivalents, including money market accounts. |
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 no tax positions as of December 31, 2022 and 2021 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes any interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. For the years ending December 31, 2022 and 2021, the Company recognized no interest and penalties. |
Net Earnings (Loss) Per Common Share | Net Earnings (Loss) Per Common Share The Company computes earnings (loss) per share under ASC subtopic 260-10, Earnings Per Share. Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. The computation of basic and diluted income (loss) per share, for the year ended December 31, 2022 and 2021 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: Schedule of Potentially Dilutive Securities Excluded From Computation of Basic and Diluted Net Loss Per Share December 31, December 31, 2022 2021 Common shares issuable upon conversion of convertible notes - 2,130,818 Common shares issuable upon conversion of preferred stock 1,887,976 - Total potentially dilutive shares 1,887,976 2,130,818 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion feature. As a result, the Company will not separately present in equity an embedded conversion feature in such debt. Instead, we will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. We expect the elimination of these models will reduce reported interest expense and increase reported net income for the Company’s convertible instruments falling under the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The adoption of this update did not have a material impact on the Company’s consolidated financial statements and related disclosures. There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company ’ s financial position, results of operations or cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Potentially Dilutive Securities Excluded From Computation of Basic and Diluted Net Loss Per Share | Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: Schedule of Potentially Dilutive Securities Excluded From Computation of Basic and Diluted Net Loss Per Share December 31, December 31, 2022 2021 Common shares issuable upon conversion of convertible notes - 2,130,818 Common shares issuable upon conversion of preferred stock 1,887,976 - Total potentially dilutive shares 1,887,976 2,130,818 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | The tax effect of the carry forwards that give rise to deferred tax assets at December 31, 2022 consists of the following: Schedule of Deferred Tax Assets 2022 2021 Deferred tax assets: Net operating loss $ 319,000 $ 181,000 Total deferred tax assets 319,000 $ 181,000 Valuation allowance (319,000 ) (181,000 ) Deferred tax asset, net of allowance $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory income tax rate and the Company’s effective tax rate is as follows: Schedule of Effective Income Tax Rate Reconciliation 2022 2021 Statutory U.S. federal rate 21.0 % 21.0 % Book to tax differences (6.0 )% (6.0 )% Valuation allowance (15.0 )% (15.0 )% Effective tax rate 0.0 % 0.0 % |
Schedule of Potentially Dilutiv
Schedule of Potentially Dilutive Securities Excluded From Computation of Basic and Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Total potentially dilutive shares | 1,887,976 | 2,130,818 |
Preferred Stock [Member] | ||
Short-Term Debt [Line Items] | ||
Total potentially dilutive shares | 1,887,976 | |
Convertible Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Total potentially dilutive shares | 2,130,818 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 1,155,343 | $ 424,445 |
Cash FDIC insured amount | 250,000 | |
Uninsured balances | 905,343 | 174,445 |
Prepaid expenses | 2,903 | |
Depreciation expenses | $ 2,160 | $ 1,736 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash and Cash Equivalents, at Carrying Value | $ 1,155,343 | $ 424,445 |
Net Cash Provided by (Used in) Operating Activities | 1,083,960 | 813,211 |
Proceeds from Issuance of Common Stock | 737,000 | 1,042,788 |
Proceeds from Issuance of Preferred Stock and Preference Stock | 1,259,995 | |
Preferred Units, Offering Costs | $ 149,137 | 106,731 |
Proceeds from Stock Plans | $ 1,042,788 | |
Series A Preferred Stock [Member] | ||
[custom:StockIssuedDuringPeriodShares] | 28,004 | |
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 1,260,000 | |
Common Stock [Member] | ||
[custom:StockIssuedDuringPeriodShares] | 286,834 |
Senior Secured Convertible Pr_2
Senior Secured Convertible Promissory Notes (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Nov. 19, 2020 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Common Stock, par value | $ 0.001 | $ 0.001 | ||
Common Stock [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt converted into common stock | 777,663 | |||
Preferred Stock [Member] | Series A Preferred Stock [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt converted into common stock | 95,596 | |||
Preferred Series A issued for conversion of notes and accrued interest | $ 157,733 | $ 157,733 | ||
Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible notes | $ 215,000 | 0 | $ 215,000 | |
Convertible notes | Nov. 21, 2021 | |||
Interest rate | 8% | |||
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 Secured Promissory Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible notes | $ 0 | |||
Senior Secured Promissory Notes [Member] | Common Stock [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible notes | $ 85,543 | |||
Debt converted into common stock | 777,663 | |||
Senior Secured Promissory Notes [Member] | Preferred Stock [Member] | Series A Preferred Stock [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt converted into common stock | 95,596 | |||
Preferred Series A issued for conversion of notes and accrued interest | $ 157,733 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Dec. 30, 2022 | Sep. 26, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Preferred stock, shares authorized | 20,000,000 | ||||
Preferred stock converted into common stock | 15 | ||||
Preferred stock, conversion price | $ 3 | ||||
Preferred stock dividend paid in cash, per share | 3.50 | ||||
Preferred stock dividend paid per share | $ 45 | ||||
Proceeds from sale of preferred stock | $ 1,259,995 | ||||
Common stock, authorized | 250,000,000 | 250,000,000 | |||
Common Stock, par value | $ 0.001 | $ 0.001 | |||
Common stock, issued | 7,108,336 | 6,037,836 | |||
Common stock, outstanding | 7,108,336 | 6,037,836 | |||
Common stock issued for investment | $ 1,042,787 | ||||
Offering costs | $ 149,137 | $ 106,731 | |||
Common Stock issued for services, shares | 50,960 | ||||
Common Stock issued for conversion of notes and accrued interest | $ 85,543 | ||||
Series A Preferred Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, par value | $ 0.001 | ||||
Proceeds from sale of preferred stock | $ 1,260,000 | ||||
Preferred stock, shares outstanding | 125,865 | ||||
Preferred Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Preferred stock, shares authorized | 25,000,000 | ||||
Preferred stock, par value | $ 0.001 | ||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Preferred Series A issued for cash, shares | 28,004 | ||||
Share price | $ 45 | ||||
Proceeds from sale of preferred stock | $ 1,259,995 | ||||
Preferred Series A issued for conversion of notes and accrued interest, shares | 95,596 | ||||
Preferred Series A issued for conversion of notes and accrued interest | $ 157,733 | $ 157,733 | |||
Shares issued as dividend | 2,265 | 2,265 | |||
Common Stock issued for services, shares | |||||
Common Stock issued for conversion of notes and accrued interest | |||||
Common Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common Stock issued for services, shares | 6,000 | 30,000 | |||
Common Stock issued for service, par value | $ 8.49 | $ 30 | |||
Common stock issued for investment, shares | 286,834 | 1,007,836 | |||
Common stock issued for investment | $ 587,863 | ||||
Common Stock issued for services, shares | $ 6 | ||||
Common Stock issued for conversion of notes and accrued interest, shares | 777,663 | ||||
Common Stock issued for conversion of notes and accrued interest | $ 778 |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss | $ 319,000 | $ 181,000 |
Total deferred tax assets | 319,000 | 181,000 |
Valuation allowance | (319,000) | (181,000) |
Deferred tax asset, net of allowance |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory U.S. federal rate | 21% | 21% |
Book to tax differences | (6.00%) | (6.00%) |
Valuation allowance | (15.00%) | (15.00%) |
Effective tax rate | 0% | 0% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | Dec. 31, 2022 USD ($) |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Operating loss carryforwards | $ 1,796,000 |
Current operating loss carryforwards | 319,000 |
Minimum [Member] | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Current operating loss carryforwards | 181,000 |
Maximum [Member] | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Current operating loss carryforwards | $ 319,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 12 Months Ended | ||||
Mar. 15, 2023 | Jan. 09, 2023 | Dec. 30, 2022 | Dec. 23, 2022 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||||
Subscriptions shares | 64,894 | ||||
Subscriptions value | $ 292,023 | ||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock issued during dividend, shares | 2,265 | 2,265 | |||
Share Price | $ 45 | ||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock issued during dividend, shares | 2,447 | ||||
Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 286,834 | ||||
Common Stock [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Share Price | $ 4.50 | ||||
Common Stock [Member] | Subsequent Event [Member] | Maximum [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 2,000,000 |