Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 07, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
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 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 | 7,508,961 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 146,240 | $ 1,155,343 |
Prepaid expenses | 8,313 | 2,903 |
Total current assets | 154,553 | 1,158,246 |
Property and equipment, net | 6,587 | 2,553 |
Capitalized software costs, net | 93,949 | |
Total assets | 255,089 | 1,160,799 |
Current liabilities: | ||
Accounts payable and accrued expenses | 127,290 | 91,359 |
Liquidated damages and accrued interest | 282,916 | |
Total current liabilities | 127,290 | 374,275 |
Total liabilities | 127,290 | 374,275 |
Commitments and contingencies (See Note 5) | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value, 250,000,000 shares authorized; 7,508,961 and 7,108,336 shares issued and outstanding, respectively | 7,509 | 7,108 |
Additional paid in capital | 5,437,223 | 3,179,913 |
Subscriptions receivable | (33,000) | |
Accumulated deficit | (5,317,073) | (2,367,623) |
Total stockholders’ equity | 127,799 | 786,524 |
Total liabilities and stockholders’ equity | 255,089 | 1,160,799 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock | $ 140 | $ 126 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 7,508,961 | 7,108,336 |
Common stock, outstanding | 7,508,961 | 7,108,336 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, stated value | $ 45,000 | $ 45,000 |
Preferred stock, shares issued | 140,046 | 125,865 |
Preferred stock, shares outstanding | 140,046 | 125,865 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 72 | $ 1,632 | $ 2,422 | $ 6,524 |
Operating Expenses: | ||||
Cost of revenues | 1,900 | 116 | 1,900 | |
Sales and marketing | 228,685 | 64,748 | 750,359 | 130,107 |
Research and development | 159,920 | 126,479 | 477,906 | 412,477 |
General and administrative | 321,352 | 100,900 | 904,406 | 243,979 |
Depreciation and amortization | 8,560 | 540 | 16,657 | 1,620 |
Total Operating Expenses | 718,517 | 294,567 | 2,149,445 | 790,083 |
Loss From Operations | (718,445) | (292,935) | (2,147,023) | (783,559) |
Other Income (Expense): | ||||
Liquidated damages expense | (364,729) | (731,652) | ||
Interest expense | (27,937) | (63,161) | (8,886) | |
Total Other Income (Expense) | (392,665) | (794,813) | (8,886) | |
Net Loss Before Income Taxes | (1,111,110) | (292,935) | (2,941,836) | (792,445) |
Provision for Income Taxes (Benefit) | ||||
Net Loss | (1,111,110) | (292,935) | (2,941,836) | (792,445) |
Dividends on preferred stock | (2,671) | (7,614) | ||
Net Loss Attributable to Common Stockholders | $ (1,113,781) | $ (292,935) | $ (2,949,450) | $ (792,445) |
Net Income (Loss) Per Common Share: | ||||
Basic | $ (0.15) | $ (0.05) | $ (0.41) | $ (0.13) |
Diluted | $ (0.15) | $ (0.05) | $ (0.41) | $ (0.13) |
Weighted Average Common Shares Outstanding: | ||||
Basic | 7,304,929 | 6,444,547 | 7,122,553 | 6,156,567 |
Diluted | 7,304,929 | 6,444,547 | 7,122,553 | 6,156,567 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscription Receivable [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 6,038 | $ 1,036,749 | $ (862,942) | $ 179,845 | ||
Balance, shares at Dec. 31, 2021 | 6,037,836 | |||||
Net loss | (792,445) | (792,445) | ||||
Preferred Series A issued for cash | 18 | 789,982 | 790,000 | |||
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 services, shares | 4,000 | |||||
Common stock issued for conversion of notes and accrued interest | $ 778 | 84,765 | 85,543 | |||
Preferred Series A issued for cash, shares | 17,558 | |||||
Balance at Sep. 30, 2022 | $ 113 | $ 7,106 | 2,842,604 | (1,655,388) | 1,194,436 | |
Balance, shares at Sep. 30, 2022 | 113,154 | 7,106,333 | ||||
Balance at Jun. 30, 2022 | $ 6,316 | 1,758,852 | (1,362,452) | 402,716 | ||
Balance, shares at Jun. 30, 2022 | 6,315,670 | |||||
Net loss | (292,935) | (292,935) | ||||
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 | 157,734 | |||
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 | $ 20 | 18,378 | 18,380 | |||
Common stock issued for services, 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 | |||||
Balance at Sep. 30, 2022 | $ 113 | $ 7,106 | 2,842,604 | (1,655,388) | 1,194,436 | |
Balance, shares at Sep. 30, 2022 | 113,154 | 7,106,333 | ||||
Balance at Dec. 31, 2022 | $ 126 | $ 7,108 | 3,179,913 | (33,000) | (2,367,623) | 786,524 |
Balance, shares at Dec. 31, 2022 | 125,865 | 7,108,336 | ||||
Preferred Series A issued for dividends | $ 8 | 7,606 | 7,614 | |||
Preferred Series A issued for dividends, shares | 7,613 | |||||
Preferred Series A issued for liquidated damages | $ 6 | 296,038 | 296,044 | |||
Preferred Series A issued for liquidated damages, shares | 6,579 | |||||
Common Stock issued for Reg A + offering and cash | $ 243 | 994,007 | 994,250 | |||
Common Stock issued for Reg A + offering and cash, shares | 243,385 | |||||
Common Stock issued for services rendered | $ 20 | 188,051 | 188,078 | |||
Common Stock offering costs | (9,946) | (9,946) | ||||
Net loss | (2,949,450) | $ (2,949,450) | ||||
Common stock issued for cash, shares | 243,385 | |||||
Common stock issued for services | $ 188,078 | |||||
Common stock issued for services, shares | 27,000 | |||||
Common stock issued for conversion of notes and accrued interest | $ 130 | 781,554 | 781,684 | |||
Common stock issued for conversion of notes and accrued interest, shares | 130,259 | |||||
Common stock issued for services rendered, shares | 27,000 | |||||
Stock subscription receivable received | 33,000 | 33,000 | ||||
Balance at Sep. 30, 2023 | $ 140 | $ 7,509 | 5,437,223 | (5,317,073) | 127,799 | |
Balance, shares at Sep. 30, 2023 | 140,046 | 7,508,961 | ||||
Balance at Jun. 30, 2023 | $ 131 | $ 7,288 | 3,966,044 | (4,203,292) | (229,829) | |
Balance, shares at Jun. 30, 2023 | 130,795 | 7,288,171 | ||||
Preferred Series A issued for dividends | $ 3 | 2,669 | 2,671 | |||
Preferred Series A issued for dividends, shares | 2,672 | |||||
Preferred Series A issued for liquidated damages | $ 7 | 296,038 | 296,045 | |||
Preferred Series A issued for liquidated damages, shares | 6,579 | |||||
Common Stock issued for Reg A + offering and cash | $ 84 | 352,454 | 352,538 | |||
Common Stock issued for Reg A + offering and cash, shares | 83,531 | |||||
Common stock issued for liquidated damages and accrued interest | $ 130 | 781,554 | 781,684 | |||
Common stock issued for liquidated damages and accrued interest, shares | 130,259 | |||||
Common Stock issued for services rendered | $ 7 | 41,993 | 42,000 | |||
Common stock issued for services rendered, shares | 7,000 | |||||
Common Stock offering costs | (3,529) | (3,529) | ||||
Net loss | (1,113,781) | (1,113,781) | ||||
Balance at Sep. 30, 2023 | $ 140 | $ 7,509 | $ 5,437,223 | $ (5,317,073) | $ 127,799 | |
Balance, shares at Sep. 30, 2023 | 140,046 | 7,508,961 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (2,941,836) | $ (792,445) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 16,657 | 1,620 |
Stock issued for services | 188,078 | 36,760 |
Stock issued for loss on settlement of liquidated damages and accrued interest | 794,813 | |
Interest expense converted to stock | 8,886 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (5,410) | (123,838) |
Accounts payable and accrued expenses | 35,931 | 17,033 |
Net cash used in operating activities | (1,911,767) | (851,984) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (6,327) | |
Capitalized software costs | (108,313) | |
Net cash used in investing activities | (114,640) | |
Cash flows from financing activities: | ||
Proceeds from sale of common stock | 1,027,250 | 737,000 |
Proceeds from loan | 300 | |
Proceeds from sale of preferred stock | 790,000 | |
Costs incurred for equity sales | (9,946) | |
Net cash provided by financing activities | 1,017,304 | 1,527,300 |
Net (decrease) increase in cash | (1,009,103) | 675,316 |
Cash, beginning of period | 1,155,343 | 424,445 |
Cash, end of period | 146,240 | 1,099,761 |
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 shares issued for dividends | 7,614 |
Business Organization and Natur
Business Organization and Nature of Operations | 9 Months Ended |
Sep. 30, 2023 | |
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 | 9 Months Ended |
Sep. 30, 2023 | |
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. Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim unaudited condensed consolidated financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Amendment No. 2 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as filed and restated with the SEC August 16, 2023 (the “Annual Report”). The December 31, 2022 balance sheet is derived from those restated financial statements. 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 and capitalized software costs. 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 September 30, 2023 and December 31, 2022, the Company’s cash and cash equivalents consisted of $ 146,240 1,155,343 250,000 0 905,343 Prepaid Expenses As of September 30, 2023 and December 31, 2022, the Company had $ 8,313 2,903 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 three months ended September 30, 2023 and 2022 was $ 1,000 540 2,293 1,620 Capitalized Software Development Costs We capitalize certain costs related to the development and enhancement of the Thumzup platform. In accordance with authoritative guidance, we began to capitalize these costs when the technological feasibility was established and preliminary development efforts were successfully completed, management has authorized and committed project funding, and it was probable that the project would be completed and the software would be used as intended. Such costs are amortized when placed in service, on a straight-line basis over the estimated useful life of the related asset, generally estimated to be three years. Costs incurred prior to meeting these criteria together with costs incurred for training and maintenance are expensed as incurred and recorded in product development expenses on our consolidated statements of operations. Costs incurred for enhancements that were expected to result in additional features or functionality that would generate additional revenue are capitalized and expensed over the estimated useful life of the enhancements, generally three years. The Company does not capitalize any testing or maintenance costs. The accounting for these capitalized software costs requires us to make significant judgments, assumptions and estimates related to the timing and amount of recognized capitalized software development costs. For the nine months ended September 30, 2023 and 2022, we capitalized $ 108,313 0 8,560 0 14,364 0 93,949 0 14,364 0 Revenue Recognition The Company recognizes revenue when services are performed. 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 September 30, 2023 and December 31, 2022 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 three and nine months ending September 30, 2023 and 2022, 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. Denotes a management contract or compensatory plan. The computation of basic and diluted income (loss) per share, for the three and nine months ended September 30, 2023 and 2022 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 September 30, September 30, 2023 2022 Common shares issuable upon conversion of convertible notes - - Common shares issuable upon conversion of preferred stock 2,100,870 1,697,310 Total potentially dilutive shares 2,100,870 1,697,310 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 | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 and December 31, 2022, the Company had a cash balance of $ 146,240 1,155,343 1,911,767 851,984 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 4.50 243,385 984,304 9,946 60,458 239,108 2,255 13,210 62,335 |
Shareholders_ Equity
Shareholders’ Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Shareholders’ Equity | Note 4 – 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 the Company’s election, in an amount equal to $ 3.50 45.00 On March 15, 2023, the Company issued 2,447 On June 15, 2023, the Company issued 2,495 From September 1 to September 14, 2023, the Company entered into waiver agreements pursuant to which the Company issued 6,579 On September 15, 2023, the Company issued 2,671 As September 30, 2023 and December 31, 2022, the Company had 140,046 125,865 Common Stock The Company is authorized to issue 250,000,000 0.001 During the nine months ended September 30, 2023, the Company issued 27,000 188,078 During the nine months ended September 30, 2023, the Company issued 243,385 984,304 9,946 During the nine months ended September 30, 2023, the Company issued 130,259 781,684 As September 30, 2023 and December 31, 2022, the Company had 7,508,961 7,108,336 During the three and nine months ended September 30, 2023, the Company realized losses of $ 392,660 794,811 130,259 6,579 0.001 0.001 266,654 0 282,916 |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Note 5 – Contingencies 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 – Related Party Transactions On November 18, 2022, the Company entered into a Media Relations Services Agreement (the “Media Relations Services Agreement”) with Elev8 New Media, LLC (“Elev8”), of which one of our directors, Robert Haag, is a member. Under the terms of the agreement, the Company will pay Elev8 $ 6,500 9,500 25,000 15,000 On February 22, 2023, Daniel Lupinelli, a 10%+ shareholder of the Company, subscribed to purchase 223 4.50 1,003.50 On February 28, 2023, Westside Strategic Partners, LLC (“Westside”), of which one of our Directors, Robert Haag, is the managing member and sole owner, subscribed to purchase 11,150 4.50 50,175 1,115 On March 15, 2023, Westside received a dividend of 521 On June 15, 2023, Westside received a dividend of 531 On June 27, 2023, Westside subscribed to purchase 11,140 4.50 50,130 1,114 On September 2, 2023, Westside entered into certain Waiver Agreements with the Company pursuant to which Westside was issued an aggregate of 11,510 871 On September 15, 2023, Westside received a dividend of 558 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
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. 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 4.50 60,458 239,108 2,255 13,210 62,335 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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. Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim unaudited condensed consolidated financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Amendment No. 2 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as filed and restated with the SEC August 16, 2023 (the “Annual Report”). The December 31, 2022 balance sheet is derived from those restated financial statements. |
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 and capitalized software costs. 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 September 30, 2023 and December 31, 2022, the Company’s cash and cash equivalents consisted of $ 146,240 1,155,343 250,000 0 905,343 |
Prepaid Expenses | Prepaid Expenses As of September 30, 2023 and December 31, 2022, the Company had $ 8,313 2,903 |
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 three months ended September 30, 2023 and 2022 was $ 1,000 540 2,293 1,620 |
Capitalized Software Development Costs | Capitalized Software Development Costs We capitalize certain costs related to the development and enhancement of the Thumzup platform. In accordance with authoritative guidance, we began to capitalize these costs when the technological feasibility was established and preliminary development efforts were successfully completed, management has authorized and committed project funding, and it was probable that the project would be completed and the software would be used as intended. Such costs are amortized when placed in service, on a straight-line basis over the estimated useful life of the related asset, generally estimated to be three years. Costs incurred prior to meeting these criteria together with costs incurred for training and maintenance are expensed as incurred and recorded in product development expenses on our consolidated statements of operations. Costs incurred for enhancements that were expected to result in additional features or functionality that would generate additional revenue are capitalized and expensed over the estimated useful life of the enhancements, generally three years. The Company does not capitalize any testing or maintenance costs. The accounting for these capitalized software costs requires us to make significant judgments, assumptions and estimates related to the timing and amount of recognized capitalized software development costs. For the nine months ended September 30, 2023 and 2022, we capitalized $ 108,313 0 8,560 0 14,364 0 93,949 0 14,364 0 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when services are performed. 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 September 30, 2023 and December 31, 2022 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 three and nine months ending September 30, 2023 and 2022, 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. Denotes a management contract or compensatory plan. The computation of basic and diluted income (loss) per share, for the three and nine months ended September 30, 2023 and 2022 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 September 30, September 30, 2023 2022 Common shares issuable upon conversion of convertible notes - - Common shares issuable upon conversion of preferred stock 2,100,870 1,697,310 Total potentially dilutive shares 2,100,870 1,697,310 |
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) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, September 30, 2023 2022 Common shares issuable upon conversion of convertible notes - - Common shares issuable upon conversion of preferred stock 2,100,870 1,697,310 Total potentially dilutive shares 2,100,870 1,697,310 |
Schedule of Potentially Dilutiv
Schedule of Potentially Dilutive Securities Excluded From Computation of Basic and Diluted Net Loss Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Short-Term Debt [Line Items] | ||
Total potentially dilutive shares | 2,100,870 | 1,697,310 |
Preferred Stock [Member] | ||
Short-Term Debt [Line Items] | ||
Total potentially dilutive shares | 2,100,870 | 1,697,310 |
Convertible Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Total potentially dilutive shares |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||||
Cash and cash equivalents | $ 146,240 | $ 146,240 | $ 1,155,343 | ||
Cash FDIC insured amount | 250,000 | 250,000 | |||
Cash uninsured amount | 0 | 0 | 905,343 | ||
Prepaid expense | 8,313 | 8,313 | 2,903 | ||
Depreciation expense | 1,000 | $ 540 | 2,293 | $ 1,620 | |
Capitalized | 108,313 | 0 | 108,313 | 0 | |
Amortization of capitalized software costs | 8,560 | $ 0 | 14,364 | $ 0 | |
Capitalized software | 93,949 | 93,949 | 0 | ||
Net of accumulated amortization | $ 14,364 | $ 14,364 | $ 0 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Nov. 07, 2023 | Oct. 17, 2023 | Jan. 09, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Cash and cash equivalents | $ 146,240 | $ 1,155,343 | |||||
Cash provided in operating activities | $ 1,911,767 | $ 851,984 | |||||
Number of shares issued | 243,385 | ||||||
Payments of stock issuance costs | $ 9,946 | ||||||
Proceeds from issuance of common stock | 1,027,250 | $ 737,000 | |||||
Subsequent Event [Member] | |||||||
Common stock shares subscribed but unissued | 60,458 | ||||||
Subscriptions shares | 13,210 | ||||||
Subscriptions value | $ 62,335 | ||||||
Common Stock [Member] | |||||||
Stock, price per share | $ 4.50 | ||||||
Number of shares issued | 11,000 | 286,834 | |||||
Proceeds from issuance of offering | 984,304 | ||||||
Payments of stock issuance costs | 9,946 | ||||||
Proceeds from issuance of common stock | $ 984,304 | ||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||
Payments of stock issuance costs | $ 2,255 | ||||||
Proceeds from issuance of common stock | $ 239,108 | ||||||
Common Stock [Member] | Maximum [Member] | |||||||
Number of shares issued on transaction | 2,000,000 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 15, 2023 | Sep. 14, 2023 | Jun. 15, 2023 | Mar. 15, 2023 | Sep. 26, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||||
Preferred stock, par value | $ 0.001 | |||||||||
Common stock, authorized | 250,000,000 | 250,000,000 | 250,000,000 | |||||||
Common Stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Shares, value for services | $ 18,380 | $ 188,078 | $ 36,760 | |||||||
Number of shares issued | 243,385 | |||||||||
Proceeds from issuance of common stock | $ 1,027,250 | 737,000 | ||||||||
Payments of stock issuance costs | $ 9,946 | |||||||||
Common stock, shares issued | 7,508,961 | 7,508,961 | 7,108,336 | |||||||
Common stock, shares outstanding | 7,508,961 | 7,508,961 | 7,108,336 | |||||||
Liquidated damages expenses | $ 392,660 | $ 794,811 | ||||||||
Liquidated damages and accrued interest | $ 282,916 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
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 | |||||||||
Shares issued as dividend | 2,671 | 6,579 | 2,495 | 2,447 | ||||||
Preferred stock, shares issued | 140,046 | 140,046 | 125,865 | |||||||
Preferred stock, shares outstanding | 140,046 | 140,046 | 125,865 | |||||||
Stock issued for liquidated damages | 6,579 | |||||||||
Realized investment gains (losses) | $ 266,654 | |||||||||
Preferred Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | ||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Shares issued as dividend | 2,672 | 7,613 | ||||||||
Shares, value for services | ||||||||||
Common Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of shares issued for services | 2,000 | 27,000 | 4,000 | |||||||
Shares, value for services | $ 20 | $ 4 | ||||||||
Number of shares issued | 11,000 | 286,834 | ||||||||
Proceeds from issuance of common stock | $ 984,304 | |||||||||
Payments of stock issuance costs | $ 9,946 | |||||||||
Common stock issued for liquidated damages and accrued interest, shares | 130,259 | 130,259 | ||||||||
Common stock issued for liquidated damages and accrued interest | $ 781,684 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||||
Oct. 06, 2023 | Sep. 15, 2023 | Sep. 02, 2023 | Jun. 27, 2023 | Jun. 15, 2023 | Mar. 15, 2023 | Feb. 28, 2023 | Feb. 22, 2023 | Nov. 18, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jan. 09, 2023 | |
Number of shares issued | 243,385 | ||||||||||||
Shares, value | $ 33,000 | $ 737,000 | |||||||||||
Common Stock [Member] | |||||||||||||
Number of shares issued | 11,000 | 286,834 | |||||||||||
Stock price per share | $ 4.50 | ||||||||||||
Shares, value | $ 11 | $ 286 | |||||||||||
Daniel Lupinelli [Member] | |||||||||||||
Number of shares issued | 223 | ||||||||||||
Stock price per share | $ 4.50 | ||||||||||||
Shares, value | $ 1,003.50 | ||||||||||||
Strategic Partners LLC [Member] | Robert Haag [Member] | |||||||||||||
Number of shares issued | 11,140 | 11,150 | |||||||||||
Stock price per share | $ 4.50 | $ 4.50 | |||||||||||
Shares, value | $ 50,130 | $ 50,175 | |||||||||||
Number of common stock shares | 1,114 | 1,115 | |||||||||||
Strategic Partners LLC [Member] | Robert Haag [Member] | Common Stock [Member] | |||||||||||||
Number of shares issued | 11,510 | ||||||||||||
Strategic Partners LLC [Member] | Robert Haag [Member] | Series A Preferred Stock [Member] | |||||||||||||
Number of shares issued | 871 | ||||||||||||
Number of shares dividend | 558 | 531 | 521 | ||||||||||
Media Relation Service Agreement [Member] | Elev 8 New Media LLC [Member] | |||||||||||||
Media expense | $ 15,000 | ||||||||||||
Media Relation Service Agreement [Member] | Elev 8 New Media LLC [Member] | Subsequent Event [Member] | |||||||||||||
Marketing expense | $ 25,000 | ||||||||||||
Media Relation Service Agreement [Member] | Elev 8 New Media LLC [Member] | Six Months Payments [Member] | |||||||||||||
Debt instrument periodic payment | 6,500 | ||||||||||||
Media Relation Service Agreement [Member] | Elev 8 New Media LLC [Member] | Monthly Payments [Member] | |||||||||||||
Debt instrument periodic payment | $ 9,500 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 9 Months Ended | ||||
Nov. 07, 2023 | Oct. 17, 2023 | Jan. 09, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Subsequent Event [Line Items] | |||||
Proceeds from issuance of common stock | $ 1,027,250 | $ 737,000 | |||
Payments of stock issuance costs | 9,946 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock shares subscribed but unissued | 60,458 | ||||
Subscriptions shares | 13,210 | ||||
Subscriptions value | $ 62,335 | ||||
Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock price per share | $ 4.50 | ||||
Proceeds from issuance of common stock | 984,304 | ||||
Payments of stock issuance costs | $ 9,946 | ||||
Common Stock [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from issuance of common stock | $ 239,108 | ||||
Payments of stock issuance costs | $ 2,255 | ||||
Common Stock [Member] | Maximum [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued on transaction | 2,000,000 |