Cover
Cover | 6 Months Ended |
Jun. 30, 2024 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 5 |
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 | 11854 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 Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 11854 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 |
Contact Personnel Name | Robert Steele |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | |||
Cash | $ 398,450 | $ 259,212 | $ 1,155,343 |
Other receivable | 25,000 | ||
Prepaid expenses | 73,411 | 6,321 | 2,903 |
Total current assets | 496,861 | 265,533 | 1,158,246 |
Capitalized software costs, net | 230,842 | 142,614 | |
Property and equipment, net | 5,315 | 7,040 | 2,553 |
Total assets | 733,018 | 415,187 | 1,160,799 |
Current liabilities: | |||
Accounts payable and accrued expenses | 113,816 | 65,860 | 91,359 |
Liquidated damages and accrued interest | 282,916 | ||
Total current liabilities | 113,816 | 65,860 | 374,275 |
Total liabilities | 113,816 | 65,860 | 374,275 |
Commitments and contingencies (See Note 5) | |||
Stockholders’ equity: | |||
Common stock, $0.001 par value, 250,000,000 shares authorized; 7,741,731 and 7,656,488 shares issued and outstanding, respectively | 7,742 | 7,656 | 7,108 |
Additional paid in capital | 7,184,531 | 6,033,331 | 3,179,913 |
Subscription receivable | (33,000) | ||
Accumulated deficit | (6,573,235) | (5,691,803) | (2,367,623) |
Total stockholders’ equity | 619,202 | 349,327 | 786,524 |
Total liabilities and stockholders’ equity | 733,018 | 415,187 | 1,160,799 |
Series A Preferred Stock [Member] | |||
Stockholders’ equity: | |||
Preferred stock | 148 | 143 | $ 126 |
Series B Preferred Stock [Member] | |||
Stockholders’ equity: | |||
Preferred stock | $ 16 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 7,741,731 | 7,656,488 |
Common stock, shares outstanding | 7,741,731 | 7,656,488 |
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 | 147,798 | 142,769 |
Preferred stock, shares outstanding | 147,798 | 142,769 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 40,000 | 40,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, stated value | $ 50,000 | $ 50,000 |
Preferred stock, shares issued | 16,100 | 0 |
Preferred stock, shares outstanding | 16,100 | 0 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Income Statement [Abstract] | |||||
Revenues | $ 30 | $ 580 | $ 435 | $ 2,350 | $ 2,048 |
Operating Expenses: | |||||
Cost of revenues | 116 | 144 | |||
Sales and marketing | 96,674 | 252,957 | 148,440 | 521,674 | 855,270 |
Research and development | 49,665 | 192,105 | 87,087 | 317,986 | 513,088 |
Professional and consulting | 727,554 | ||||
General and administrative | 359,827 | 258,101 | 581,755 | 583,055 | 395,624 |
Depreciation and amortization | 22,925 | 5,690 | 40,163 | 8,097 | 29,398 |
Total Operating Expenses | 529,091 | 708,853 | 857,445 | 1,430,928 | 2,521,078 |
Loss From Operations | (529,061) | (708,273) | (857,010) | (1,428,578) | (2,519,030) |
Other Income (Expense): | |||||
Liquidated damages expense | (190,806) | (366,923) | (731,652) | ||
Interest income (expense) | 1,288 | (22,856) | 1,288 | (35,224) | (73,498) |
Total Other Income (Expense) | 1,288 | (213,662) | 1,288 | (402,147) | (805,150) |
Net Loss Before Income Taxes | (527,773) | (921,935) | (855,722) | (1,830,725) | (3,324,180) |
Provision for Income Taxes (Benefit) | |||||
Net Loss | (527,773) | (921,935) | (855,722) | (1,830,725) | (3,324,180) |
Dividends on preferred stock | (22,944) | (2,495) | (25,710) | (4,942) | |
Net Loss Attributable to Common Stockholders | $ (550,717) | $ (924,430) | $ (881,432) | $ (1,835,667) | $ (3,324,180) |
Net Income (Loss) Per Common Share: | |||||
Basic | $ (0.07) | $ (0.13) | $ (0.11) | $ (0.26) | $ (0.47) |
Diluted | $ (0.07) | $ (0.13) | $ (0.11) | $ (0.26) | $ (0.47) |
Weighted Average Common Shares Outstanding: | |||||
Basic | 7,724,297 | 7,118,933 | 7,704,580 | 7,118,933 | 7,123,001 |
Diluted | 7,724,297 | 7,118,933 | 7,704,580 | 7,118,933 | 7,123,001 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscription Receivable [Member] | Retained Earnings [Member] | Series B Preferred Stock [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 | |||||||
Series B issued for investment | $ 28 | 1,259,967 | 1,259,995 | |||||
Series B issued for investment, shares | 28,004 | |||||||
Preferred Series A issued for conversion of notes | $ 96 | 157,638 | 157,733 | |||||
Preferred Series A issued for conversion of notes, 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 investment | $ 286 | 736,714 | (33,000) | 704,000 | ||||
Common Stock issued for investment, shares | 286,834 | |||||||
Common Stock issued for services rendered | $ 6 | 50,954 | $ 50,960 | |||||
Common stock issued for services rendered, shares | 6,000 | 6,000 | ||||||
Common Stock issued for conversion of notes | $ 778 | 84,765 | $ 85,543 | |||||
Common Stock issued for conversion of notes, shares | 777,663 | |||||||
Issuance costs - Preferred Series B | (149,137) | (149,137) | ||||||
Net loss | (1,504,681) | (1,504,681) | ||||||
Rounding | 1 | |||||||
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 | 7,108,333 | ||||||
Preferred Series A issued for dividends | $ 5 | 4,937 | (4,942) | |||||
Preferred Series A issued for dividends, shares | 4,942 | |||||||
Common Stock issued for investment | $ 160 | 641,553 | 641,712 | |||||
Common Stock issued for investment, shares | 159,835 | |||||||
Net loss | (1,830,725) | (1,830,725) | ||||||
Common Stock offering costs | (6,417) | (6,417) | ||||||
Stock subscription receivable received | 33,000 | 33,000 | ||||||
Common Stock issued for services rendered | $ 20 | 146,058 | 146,078 | |||||
Common stock issued for services rendered, shares | 20,000 | |||||||
Balance at Jun. 30, 2023 | $ 131 | $ 7,288 | 3,966,044 | (4,203,292) | (229,829) | |||
Balance, shares at Jun. 30, 2023 | 130,807 | 7,288,171 | ||||||
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 | 7,108,333 | ||||||
Preferred Series A issued for dividends | $ 12 | 10,313 | 10,325 | |||||
Preferred Series A issued for dividends, shares | 10,325 | |||||||
Common Stock issued for investment, shares | 389,896 | |||||||
Common Stock issued for services rendered | $ 28 | 192,012 | 192,040 | |||||
Common stock issued for services rendered, shares | 28,000 | |||||||
Net loss | (3,324,180) | (3,324,180) | ||||||
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 | $ 390 | 1,591,102 | 1,591,490 | |||||
Common Stock issued for Reg A + offering and cash, shares | 389,896 | |||||||
Common Stock offering costs | (17,601) | (17,601) | ||||||
Stock subscription receivable received | 33,000 | 33,000 | ||||||
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 | |||||||
Balance at Dec. 31, 2023 | $ 143 | $ 7,656 | 6,033,331 | (5,691,803) | 349,327 | |||
Balance, shares at Dec. 31, 2023 | 142,769 | 7,656,488 | ||||||
Balance at Mar. 31, 2023 | $ 128 | $ 7,126 | 3,314,340 | (3,278,861) | 42,733 | |||
Balance, shares at Mar. 31, 2023 | 128,312 | 7,126,336 | ||||||
Preferred Series A issued for dividends | $ 3 | 2,492 | (2,495) | |||||
Preferred Series A issued for dividends, shares | 2,495 | |||||||
Common Stock issued for investment | $ 160 | 641,553 | 641,713 | |||||
Common Stock issued for investment, shares | 159,835 | |||||||
Net loss | (921,935) | (921,935) | ||||||
Common Stock offering costs | (6,417) | (6,417) | ||||||
Common Stock issued for services rendered | $ 2 | 14,076 | 14,078 | |||||
Common stock issued for services rendered, shares | 2,000 | |||||||
Balance at Jun. 30, 2023 | $ 131 | $ 7,288 | 3,966,044 | (4,203,292) | (229,829) | |||
Balance, shares at Jun. 30, 2023 | 130,807 | 7,288,171 | ||||||
Balance at Dec. 31, 2023 | $ 143 | $ 7,656 | 6,033,331 | (5,691,803) | 349,327 | |||
Balance, shares at Dec. 31, 2023 | 142,769 | 7,656,488 | ||||||
Series B issued for investment | $ 16 | 804,984 | 805,000 | |||||
Series B issued for investment, shares | 16,100 | |||||||
Preferred Series A issued for dividends | $ 6 | 5,579 | (5,585) | $ 18,588 | ||||
Preferred Series A issued for dividends, shares | 5,585 | 4,647 | ||||||
Common Stock issued for investment | $ 36 | 161,190 | 161,226 | |||||
Common Stock issued for investment, shares | 36,256 | 16,100 | ||||||
Common Stock issued for services rendered | $ 160,344 | |||||||
Common stock issued for services rendered, shares | 36,000 | |||||||
Issuance costs - Preferred Series B | (25,000) | (25,000) | ||||||
Net loss | (855,722) | (855,722) | ||||||
Common Stock issued for services rendered and to be rendered | $ 36 | 184,334 | 184,370 | |||||
Common Stock issued for services rendered and to be rendered, shares | 36,000 | |||||||
Common Stock issued for Series B dividend | $ 5 | 20,120 | (20,125) | |||||
Common Stock issued for Series B dividend, shares | 4,647 | |||||||
Common Stock issued for Series A conversion | $ (1) | $ 9 | (7) | 1 | ||||
Common Stock issued for Series A conversion, shares | (556) | 8,340 | ||||||
Balance at Jun. 30, 2024 | $ 148 | $ 16 | $ 7,742 | 7,184,531 | (6,573,235) | 619,202 | ||
Balance, shares at Jun. 30, 2024 | 147,798 | 16,100 | 7,741,731 | |||||
Balance at Mar. 31, 2024 | $ 145 | $ 4 | $ 7,720 | 6,494,965 | (6,022,515) | 480,318 | ||
Balance, shares at Mar. 31, 2024 | 144,978 | 3,800 | 7,720,084 | |||||
Series B issued for investment | $ 12 | 614,988 | 615,000 | |||||
Series B issued for investment, shares | 12,300 | |||||||
Preferred Series A issued for dividends | $ 3 | 2,816 | (2,819) | |||||
Preferred Series A issued for dividends, shares | 2,820 | |||||||
Issuance costs - Preferred Series B | (25,000) | (25,000) | ||||||
Net loss | (527,773) | (527,773) | ||||||
Common Stock issued for services rendered and to be rendered | $ 17 | 75,633 | 75,650 | |||||
Common Stock issued for services rendered and to be rendered, shares | 17,000 | |||||||
Refund of investment - Reg A+ | 1,009 | (3) | 1,007 | |||||
Common Stock issued for Series B dividend | $ 5 | 20,120 | (20,125) | |||||
Common Stock issued for Series B dividend, shares | 4,647 | |||||||
Balance at Jun. 30, 2024 | $ 148 | $ 16 | $ 7,742 | $ 7,184,531 | $ (6,573,235) | $ 619,202 | ||
Balance, shares at Jun. 30, 2024 | 147,798 | 16,100 | 7,741,731 |
Condensed Statements of CashFlo
Condensed Statements of CashFlows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||||
Net loss | $ (855,722) | $ (1,830,725) | $ (3,324,180) | $ (1,504,681) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization expense | 40,163 | 8,097 | 29,398 | 2,160 |
Stock issued for services | 184,370 | 146,078 | 192,040 | 50,960 |
Preferred stock dividend paid with stock | 10,325 | 2,265 | ||
Preferred stock issued for liquidated damages | 296,043 | |||
Common stock issued for liquidated damages | 781,684 | |||
Interest expense paid with stock on conversion | 8,886 | |||
Changes in operating assets and liabilities: | ||||
Other accounts receivable | (25,000) | |||
Prepaid expenses | (67,090) | (50,635) | (3,418) | (2,903) |
Accounts payable and accrued expenses | 47,956 | (27,215) | (25,499) | 76,437 |
Liquidated damages and accrued interest | 402,147 | (282,916) | 282,916 | |
Net cash used in operating activities | (675,323) | (1,352,253) | (2,326,523) | (1,083,960) |
Cash flows from investing activities: | ||||
Purchases of property and equipment | (5,105) | (7,986) | ||
Capitalized software costs | (126,665) | (73,138) | (168,513) | |
Net cash used in investing activities | (126,665) | (78,243) | (176,499) | |
Cash flows from financing activities: | ||||
Proceeds from sale of common stock | 161,226 | 674,713 | 1,591,492 | 737,000 |
Subscription receivable | 33,000 | (33,000) | ||
Costs incurred for equity sales | (25,000) | (6,417) | (17,601) | (149,137) |
Proceeds from sale of preferred stock - Series B | 805,000 | 1,259,995 | ||
Net cash provided by financing activities | 941,226 | 668,296 | 1,606,891 | 1,814,858 |
Net (decrease) increase in cash | 139,238 | (762,200) | (896,131) | 730,898 |
Cash, beginning of period | 259,212 | 1,155,343 | 1,155,343 | 424,445 |
Cash, end of period | 398,450 | 393,143 | 259,212 | 1,155,343 |
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: | ||||
Common shares issued for Preferred Series B dividends | 20,125 | 157,733 | ||
Common shares issued upon conversion of convertible notes and accrued interest | $ 85,543 | |||
Preferred Series A shares issued for dividends | $ 5,585 | $ 4,942 |
Business Organization and Natur
Business Organization and Nature of Operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 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. | 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. |
Restatement
Restatement | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement | Note 2 - Restatement The accompanying financial statements include the restatement of the Company’s previously filed balance sheet and the related statements of operations, changes in shareholder’s equity and cash flows for the year ended December 31, 2022. In connection with the preparation of the Company’s condensed interim financial statements as of and for the fiscal quarter ended June 30, 2023, the Company identified inadvertent errors in the accounting for certain equity transactions, specifically the liquidated damages provisions contained in certain of the Company’s equity offerings. Upon further evaluation, the Company determined that the liquidated damages should have been accounted for as liabilities and losses for the liquidated damages recorded in the Company’s statements of operations. The categories of misstatements and their impact on previously reported financial statements for the 2022 annual period are described below: Liquidated damages: In addition to the restatement of the financial statements, certain information in Note 6 to the financial statements has been restated to reflect the corrections of misstatements discussed above as well as to add disclosure language as appropriate. The financial statement misstatements reflected in previously issued financial statements did not impact cash flows from operations, investing, or financing activities in the Company’s statements of cash flows for any period previously presented. Comparison of restated financial statements to financial statements as previously reported The following tables compare the Company’s previously issued Balance Sheet and Statements of Operations as of and for the year ended December 31, 2022 to the corresponding restated financial statements for the respective year. The restated balance sheet and statements of operations as of and for the year ended December 31, 2022 are as follows: THUMZUP MEDIA CORPORATION BALANCE SHEETS Schedule of Restated Balance Sheets and Statements of Operations December 31, 2022 Restatement Adjustment December 31, 2022 (As Reported) (As Restated) ASSETS Current assets: Cash $ 1,155,343 $ - $ 1,155,343 Prepaid expenses 2,903 - 2,903 Total current assets 1,158,246 - 1,158,246 Property and equipment, net 2,553 - 2,553 Total assets $ 1,160,799 $ - $ 1,160,799 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 91,359 $ - $ 91,359 Liquidated damages and accrued interest - 282,916 282,916 Total current liabilities 91,359 282,916 374,275 Total liabilities 91,359 282,916 374,275 Commitments and contingencies - - - Stockholders’ equity: Preferred stock - 20,000,000 Preferred stock - Series A, $ 0.001 45,000 1,000,000 125,865 126 - 126 Preferred stock 126 - 126 Common stock, $ 0.001 250,000,000 7,108,336 7,108 - 7,108 Additional paid in capital 3,179,913 - 3,179,913 Subscription receivable (33,000 ) - (33,000 ) Accumulated deficit (2,084,707 ) (282,916 ) (2,367,623 ) Total stockholders’ equity 1,069,440 (282,916 ) 786,524 Total liabilities and stockholders’ equity $ 1,160,799 $ - $ 1,160,799 The accompanying notes are an integral part of these financial statements. THUMZUP MEDIA CORPORATION STATEMENTS OF OPERATIONS For the Year Ended December 31, 2022 Restatement Adjustment For the Year Ended December 31, 2022 (As Reported) (As Restated) Revenues $ 2,421 $ - $ 2,421 Operating Expenses: Cost of revenues 439 - 439 Sales and marketing 224,088 - 224,088 Research and development 567,408 - 567,408 General and administrative 418,940 - 418,940 Depreciation and amortization 2,160 - 2,160 Total Operating Expenses 1,213,035 - 1,213,035 Loss From Operations (1,210,614 ) - (1,210,614 ) Other Income (Expense): Expense for liquidated damages - (268,202 ) (268,202 ) Interest expense (11,151 ) (14,714 ) (25,865 ) Total Other Income (Expense) (11,151 ) (282,916 ) (294,067 ) Net Loss Before Income Taxes (1,221,765 ) (282,916 ) (1,504,681 ) Provision for Income Taxes (Benefit) - - - Net Loss (1,221,765 ) (282,916 ) (1,504,681 ) Net Income (Loss) Available to Common Stockholders $ (1,221,765 ) $ (282,916 ) $ (1,504,681 ) Net Income (Loss) Per Common Share: Basic $ (0.20 ) $ (0.04 ) $ (0.24 ) Diluted $ (0.20 ) $ (0.04 ) $ (0.24 ) Weighted Average Common Shares Outstanding: Basic 6,215,753 6,215,753 Diluted 6,215,753 6,215,753 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 3 – 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 financial statements have been condensed or omitted from these interim unaudited condensed financial statements. Accordingly, these interim unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the SEC on March 20, 2024 (the “Annual Report”). The December 31, 2023 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 June 30, 2024 and December 31, 2023, the Company’s cash and cash equivalents consisted of $ 398,450 259,212 250,000 81,313 1,850 Prepaid Expenses As of June 30, 2024 and December 31, 2023, the Company had $ 73,411 6,321 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 June 30, 2024 and 2023 was $ 1,067 753 1,725 1,293 Capitalized Software Development Costs We capitalize certain costs related to the development and enhancement of the Thumzup platform. In accordance with authoritative guidance, including ASC 350-40, 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 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 six months June 30, 2024 and 2023, we capitalized $ 126,665 73,138 21,858 4,937 38,438 6,804 295,178 142,614 64,337 25,899 The Company evaluates its capitalized software costs for impairment annually, at year-end. As of December 31, 2023, the Company determined no 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 upon 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 June 30, 2024 and December 31, 2023 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 June 30, 2024 and December 31, 2023, the Company recognized no 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 period. 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 three and six months ended June 30, 2024 and 2023 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 June 30, June 30, 2024 2023 Common shares issuable upon conversion of convertible notes - - Common shares issuable upon conversion of preferred stock 2,377,970 1,962,111 Total potentially dilutive shares 2,377,970 1,962,111 Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which will add required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help investors understand how the chief operating decision maker (“CODM”) evaluates segment expenses and operating results. The new standard will also allow disclosure of multiple measures of segment profitability, if those measures are used to allocate resources and assess performance. The amendments will be effective for public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of this accounting standard update on our financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The standard will be effective for public companies for fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of this accounting standard update on our financial statements. 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. | Note 3 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, 2023 and 2022, the Company’s cash and cash equivalents consisted of $ 259,212 1,155,343 250,000 1,850 905,343 Prepaid Expenses As of December 31, 2023 and December 31, 2022, the Company had $ 6,321 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 years ended December 31, 2023 and December 31, 2022 was $ 3,499 2,160 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 upon 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. Capitalized Software Development Costs We capitalize certain costs related to the development and enhancement of the Thumzup platform. In accordance with authoritative guidance, including A SC 350-40, 168,513 and $ 0 of costs related to the development of software applications, respectively. Amortization of capitalized software costs was $ 25,899 and $ 0 for the for the years ended December 31, 2023 and 2022, respectively. The balance of capitalized software was $ 142,614 and $ 0 , net of accumulated amortization of $ 25,899 and $ 0 at December 31, 2023 and 2022, respectively. The Company evaluates its capitalized software costs for impairment annually, at year-end. As of December 31, 2023, the Company determined no 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, 2023 and 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 years ending December 31, 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. The computation of basic and diluted income (loss) per share, for the year ended December 31, 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 December 31, December 31, 2023 2022 Common shares issuable upon conversion of preferred stock 2,141,535 1,887,976 Total potentially dilutive shares 2,141,535 1,887,976 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 financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which will add required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help investors understand how the chief operating decision maker (“CODM”) evaluates segment expenses and operating results. The new standard will also allow disclosure of multiple measures of segment profitability, if those measures are used to allocate resources and assess performance. The amendments will be effective for public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The standard will be effective for public companies for fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements. 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern | Note 2 – 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 has been reliant on equity funding for its operations. At June 30, 2024 and December 31, 2023, the Company had a cash balance of $ 398,450 259,212 675,323 1,352,253 161,846 1,789 63,596 805,000 16,100 | Note 4 - 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, 2023 and 2022, the Company had a cash balance of $ 259,212 1,155,343 2,326,523 1,083,960 1,574,000 387,798 737,000 286,834 1,260,000 28,004 149,137 |
Senior Secured Convertible Prom
Senior Secured Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Senior Secured Convertible Promissory Notes | Note 5 - Senior Secured Convertible Promissory Notes On November 19, 2020, the Company issued $ 215,000 November 21, 2021 8 777,663 85,543 95,596 157,733 0 0 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 |
Contingencies
Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 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. | Note 6 - 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. |
Shareholders_ Equity
Shareholders’ Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Equity [Abstract] | ||
Shareholders’ Equity | Note 4 – Shareholders’ Equity Preferred Stock The Company is authorized to issue 25,000,000 0.001 Series A Preferred On September 26, 2022, the Company submitted a Certificate of Designation to the Secretary of State of Nevada designating 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 $ 0.875 45.00 On January 18, 2024, a holder converted 556 8,340 On March 15, 2024, the Company issued 2,765 On June 15, 2024, the Company issued 2,819 As June 30, 2024 and December 31, 2023, the Company had 147,798 142,769 Series B Preferred On March 5, 2024, the Company submitted a Certificate of Designation to the Secretary of State of Nevada designating 40,000 10 5.00 Once the company up-lists on a National Stock Exchange, the Series B Preferred converts at a 20% discount to the price of the offering in this S-1 and the downside price protections are eliminated. There is a call provision that goes into effect six (6) months from the listing on a National Exchange, that if the common stock trades at a 100% premium to the conversion price for 10 days or more, the Company can force the conversion of the Series B Preferred into common stock. The Company has agreed to pay the costs of Rule 144 legal opinions for the holders of the Series B Preferred. The holders of Series B Preferred shall be entitled to receive dividends, in cash or in-kind at the Company’s election, in an amount equal to $ 1.25 During the six months ended June 30, 2024, the Company issued 16,100 805,000 On June 15, 2024, issued 4,647 18,588 As June 30, 2024 and December 31, 2023, the Company had 16,100 0 Common Stock The Company is authorized to issue 250,000,000 0.001 7,741,731 7,656,488 During the six months ended June 30, 2024, the Company issued 36,000 160,344 During the six months ended June 30, 2024, the Company issued 36,256 160,218 1,789 During the six months ended June 30, 2024, the Company issued 8,340 556 During the six months ended June 30, 2024, the Company issued 4,647 18,588 During the three months ended June 30, 2024 and 2023, the Company realized losses of $ 0 190,806 0 402,127 130,259 6,579 0.001 0.001 0 0 | Note 7 - 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 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 On December 15, 2023, the Company issued 2,712 As December 31, 2023 and 2022, the Company had 142,769 125,865 Common Stock The Company is authorized to issue 250,000,000 0.001 7,656,488 7,108,336 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 286,834 587,863 149,137 During the year ended December 31, 2022, the Company issued 777,663 85,543 During the year ended December 31, 2023, the Company issued 28,000 192,040 During the year ended December 31, 2023, the Company issued 389,896 1,573,891 17,601 During the year ended December 31, 2023, the Company issued 130,259 781,684 During the year ended December 31, 2023 and 2022, the Company realized losses of $ 392,660 282,916 130,259 6,579 0.001 0.001 266,654 0 282,916 |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 6 – Related Party Transactions On March 14, 2024, Westside Strategic Partners, LLC, which is controlled by one of the Company’s directors, Robert Haag, acquired 1,000 50 50,000 On March 20, 2024, Joanna Massey, acquired 800 50 40,000 On March 15, 2024, Westside received a dividend of 580 On March 15, 2024, Isaac Dietrich received a dividend of 14 On June 15, 2024, Westside received a dividend of 591 On June 15, 2024, Joanna Massey received a dividend of 29 On June 15, 2024, Westside received 289 On June 15, 2024, Joanna Massey received 231 On June 15, 2024, Isaac Dietrich received a dividend of 15 | Note 8 - Related Party Transactions We have not been a party to any transaction or arrangement in which the amount involved in the transaction exceeded 1% of the average of our total assets at December 31, 2023 and 2022 and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of any class of our voting securities or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest. On November 19, 2020, Westside, of which one of our Directors, Robert Haag, is the Managing Member and sole owner, purchased a convertible note in the principal amount of $ 50,000 50,000 On March 16, 2021, Westside, of which one of our Directors, Robert Haag, is the Managing Member and sole owner, acquired 25,000 1.00 25,000 On January 7, 2022, Westside, of which one of our Directors, Robert Haag, is the Managing Member and sole owner, acquired 33,334 1.50 50,000 On July 7, 2022, Westside, of which one of our Directors, Robert Haag, is the Managing Member and sole owner, acquired 16,667 3.00 50,000 On September 27, 2022, Westside, of which one of our Directors, Robert Haag, is the Managing Member and sole owner, acquired 2,223 45 100,000 On September 28, 2022, Westside, of which one of our Directors, Robert Haag, is the Managing Member and sole owner, exchanged convertible debt in the amount of $ 37,887.16 22,962 On September 28, 2022, Westside, of which one of our Directors, Robert Haag, is the Managing Member and sole owner, acquired 169,644 18,660.88 On June 29, 2022, Robert Steele, our Chief Executive Officer and a Director, sold 100,000 30,000.00 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 December 15, 2022, Westside, of which one of our Directors, Robert Haag, is the Managing Member and sole owner, received a dividend of 490 On December 30, 2022, Westside, of which one of our Directors, Robert Haag, is the Managing Member and sole owner, acquired 1,111 45 50,000 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, 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, of which one of our Directors, Robert Haag, is the Managing Member and sole owner, received a dividend of 521 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 On December 4, 2023, Westside entered into a Promissory Note with the Company for $ 30,000 0 December 8, 2023 30,000 On December 15, 2023, Westside received a dividend of 569 On March 14, 2024, Westside acquired 1,000 50 50,000 On March 15, 2024, Westside received a dividend of 580 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 - Income Taxes As of December 31, 2023, the Company has net operating loss carryforwards (“NOL”) of approximately $ 5,692,000 724,000 319,000 724,000 The tax effect of the carry forwards that give rise to deferred tax assets at December 31, 2023 consists of the following: Schedule of Deferred Tax Assets 2023 2022 Deferred tax assets: Net operating loss $ 724,000 $ 319,000 Total deferred tax assets 724,000 $ 319,000 Valuation allowance (724,000 ) (319,000 ) 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 2023 2022 Statutory U.S. federal rate 21.0 % 21.0 % Book to tax differences (9.0 )% (6.0 )% Valuation allowance (12.0 )% (15.0 )% Effective tax rate 0.0 % 0.0 % |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 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. On July 5, 2024, holders of a majority of the Company’s common shares amended the 2024 Equity Incentive Plan to increase the number of shares issuable thereunder to 2,000,000 | Note 10 - Subsequent Events The Company has evaluated subsequent events from the balance sheet date through the date which the financial statements were issued. In January 2024, the Company conducted the final closing of its qualified offering under Regulation A+, for which it issued 35,368 160,916 1,789 On February 21, 2024, the Company issued 1,000 On February 28, 2024, the Company engaged an investment bank for an underwritten offering in conjunction with a listing on a national exchange. On March 4, 2024, the Company issued 18,000 On March 14, 2024, the Company issued 1,000 50 50,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 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 financial statements have been condensed or omitted from these interim unaudited condensed financial statements. Accordingly, these interim unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the SEC on March 20, 2024 (the “Annual Report”). The December 31, 2023 balance sheet is derived from those restated financial statements. | 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 and capitalized software costs. Actual results may differ from these 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 June 30, 2024 and December 31, 2023, the Company’s cash and cash equivalents consisted of $ 398,450 259,212 250,000 81,313 1,850 | 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, 2023 and 2022, the Company’s cash and cash equivalents consisted of $ 259,212 1,155,343 250,000 1,850 905,343 |
Prepaid Expenses | Prepaid Expenses As of June 30, 2024 and December 31, 2023, the Company had $ 73,411 6,321 | Prepaid Expenses As of December 31, 2023 and December 31, 2022, the Company had $ 6,321 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 June 30, 2024 and 2023 was $ 1,067 753 1,725 1,293 | 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, 2023 and December 31, 2022 was $ 3,499 2,160 |
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 upon 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. | 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 upon 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. |
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, including ASC 350-40, 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 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 six months June 30, 2024 and 2023, we capitalized $ 126,665 73,138 21,858 4,937 38,438 6,804 295,178 142,614 64,337 25,899 The Company evaluates its capitalized software costs for impairment annually, at year-end. As of December 31, 2023, the Company determined no | Capitalized Software Development Costs We capitalize certain costs related to the development and enhancement of the Thumzup platform. In accordance with authoritative guidance, including A SC 350-40, 168,513 and $ 0 of costs related to the development of software applications, respectively. Amortization of capitalized software costs was $ 25,899 and $ 0 for the for the years ended December 31, 2023 and 2022, respectively. The balance of capitalized software was $ 142,614 and $ 0 , net of accumulated amortization of $ 25,899 and $ 0 at December 31, 2023 and 2022, respectively. The Company evaluates its capitalized software costs for impairment annually, at year-end. As of December 31, 2023, the Company determined no |
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 June 30, 2024 and December 31, 2023 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 June 30, 2024 and December 31, 2023, the Company recognized no | 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, 2023 and 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 years ending December 31, 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 period. 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 three and six months ended June 30, 2024 and 2023 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 June 30, June 30, 2024 2023 Common shares issuable upon conversion of convertible notes - - Common shares issuable upon conversion of preferred stock 2,377,970 1,962,111 Total potentially dilutive shares 2,377,970 1,962,111 | 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, 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 December 31, December 31, 2023 2022 Common shares issuable upon conversion of preferred stock 2,141,535 1,887,976 Total potentially dilutive shares 2,141,535 1,887,976 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which will add required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help investors understand how the chief operating decision maker (“CODM”) evaluates segment expenses and operating results. The new standard will also allow disclosure of multiple measures of segment profitability, if those measures are used to allocate resources and assess performance. The amendments will be effective for public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of this accounting standard update on our financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The standard will be effective for public companies for fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of this accounting standard update on our financial statements. 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. | 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 financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which will add required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help investors understand how the chief operating decision maker (“CODM”) evaluates segment expenses and operating results. The new standard will also allow disclosure of multiple measures of segment profitability, if those measures are used to allocate resources and assess performance. The amendments will be effective for public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The standard will be effective for public companies for fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements. 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. |
Restatement (Tables)
Restatement (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Restated Balance Sheets and Statements of Operations | The restated balance sheet and statements of operations as of and for the year ended December 31, 2022 are as follows: THUMZUP MEDIA CORPORATION BALANCE SHEETS Schedule of Restated Balance Sheets and Statements of Operations December 31, 2022 Restatement Adjustment December 31, 2022 (As Reported) (As Restated) ASSETS Current assets: Cash $ 1,155,343 $ - $ 1,155,343 Prepaid expenses 2,903 - 2,903 Total current assets 1,158,246 - 1,158,246 Property and equipment, net 2,553 - 2,553 Total assets $ 1,160,799 $ - $ 1,160,799 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 91,359 $ - $ 91,359 Liquidated damages and accrued interest - 282,916 282,916 Total current liabilities 91,359 282,916 374,275 Total liabilities 91,359 282,916 374,275 Commitments and contingencies - - - Stockholders’ equity: Preferred stock - 20,000,000 Preferred stock - Series A, $ 0.001 45,000 1,000,000 125,865 126 - 126 Preferred stock 126 - 126 Common stock, $ 0.001 250,000,000 7,108,336 7,108 - 7,108 Additional paid in capital 3,179,913 - 3,179,913 Subscription receivable (33,000 ) - (33,000 ) Accumulated deficit (2,084,707 ) (282,916 ) (2,367,623 ) Total stockholders’ equity 1,069,440 (282,916 ) 786,524 Total liabilities and stockholders’ equity $ 1,160,799 $ - $ 1,160,799 The accompanying notes are an integral part of these financial statements. THUMZUP MEDIA CORPORATION STATEMENTS OF OPERATIONS For the Year Ended December 31, 2022 Restatement Adjustment For the Year Ended December 31, 2022 (As Reported) (As Restated) Revenues $ 2,421 $ - $ 2,421 Operating Expenses: Cost of revenues 439 - 439 Sales and marketing 224,088 - 224,088 Research and development 567,408 - 567,408 General and administrative 418,940 - 418,940 Depreciation and amortization 2,160 - 2,160 Total Operating Expenses 1,213,035 - 1,213,035 Loss From Operations (1,210,614 ) - (1,210,614 ) Other Income (Expense): Expense for liquidated damages - (268,202 ) (268,202 ) Interest expense (11,151 ) (14,714 ) (25,865 ) Total Other Income (Expense) (11,151 ) (282,916 ) (294,067 ) Net Loss Before Income Taxes (1,221,765 ) (282,916 ) (1,504,681 ) Provision for Income Taxes (Benefit) - - - Net Loss (1,221,765 ) (282,916 ) (1,504,681 ) Net Income (Loss) Available to Common Stockholders $ (1,221,765 ) $ (282,916 ) $ (1,504,681 ) Net Income (Loss) Per Common Share: Basic $ (0.20 ) $ (0.04 ) $ (0.24 ) Diluted $ (0.20 ) $ (0.04 ) $ (0.24 ) Weighted Average Common Shares Outstanding: Basic 6,215,753 6,215,753 Diluted 6,215,753 6,215,753 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 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 June 30, June 30, 2024 2023 Common shares issuable upon conversion of convertible notes - - Common shares issuable upon conversion of preferred stock 2,377,970 1,962,111 Total potentially dilutive shares 2,377,970 1,962,111 | 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, 2023 2022 Common shares issuable upon conversion of preferred stock 2,141,535 1,887,976 Total potentially dilutive shares 2,141,535 1,887,976 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 consists of the following: Schedule of Deferred Tax Assets 2023 2022 Deferred tax assets: Net operating loss $ 724,000 $ 319,000 Total deferred tax assets 724,000 $ 319,000 Valuation allowance (724,000 ) (319,000 ) 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 2023 2022 Statutory U.S. federal rate 21.0 % 21.0 % Book to tax differences (9.0 )% (6.0 )% Valuation allowance (12.0 )% (15.0 )% Effective tax rate 0.0 % 0.0 % |
Schedule of Restatement on Bala
Schedule of Restatement on Balance Sheets (Details) - USD ($) | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||||||
Cash | $ 398,450 | $ 259,212 | $ 1,155,343 | ||||
Prepaid expenses | 73,411 | 6,321 | 2,903 | ||||
Total current assets | 496,861 | 265,533 | 1,158,246 | ||||
Property and equipment, net | 5,315 | 7,040 | 2,553 | ||||
Total assets | 733,018 | 415,187 | 1,160,799 | ||||
Current liabilities: | |||||||
Accounts payable and accrued expenses | 113,816 | 65,860 | 91,359 | ||||
Liquidated damages and accrued interest | 282,916 | ||||||
Total current liabilities | 113,816 | 65,860 | 374,275 | ||||
Total liabilities | 113,816 | 65,860 | 374,275 | ||||
Commitments and contingencies | |||||||
Stockholders’ equity: | |||||||
Common stock, $0.001 par value, 250,000,000 shares authorized; 7,108,336 shares issued and outstanding | 7,742 | 7,656 | 7,108 | ||||
Additional paid in capital | 7,184,531 | 6,033,331 | 3,179,913 | ||||
Subscription receivable | (33,000) | ||||||
Accumulated deficit | (6,573,235) | (5,691,803) | (2,367,623) | ||||
Total stockholders’ equity | 619,202 | $ 480,318 | 349,327 | $ (229,829) | $ 42,733 | 786,524 | $ 179,845 |
Total liabilities and stockholders’ equity | 733,018 | 415,187 | 1,160,799 | ||||
Series A Preferred Stock [Member] | |||||||
Stockholders’ equity: | |||||||
Preferred stock | $ 148 | $ 143 | 126 | ||||
Previously Reported [Member] | |||||||
Current assets: | |||||||
Cash | 1,155,343 | ||||||
Prepaid expenses | 2,903 | ||||||
Total current assets | 1,158,246 | ||||||
Property and equipment, net | 2,553 | ||||||
Total assets | 1,160,799 | ||||||
Current liabilities: | |||||||
Accounts payable and accrued expenses | 91,359 | ||||||
Liquidated damages and accrued interest | |||||||
Total current liabilities | 91,359 | ||||||
Total liabilities | 91,359 | ||||||
Commitments and contingencies | |||||||
Stockholders’ equity: | |||||||
Common stock, $0.001 par value, 250,000,000 shares authorized; 7,108,336 shares issued and outstanding | 7,108 | ||||||
Additional paid in capital | 3,179,913 | ||||||
Subscription receivable | (33,000) | ||||||
Accumulated deficit | (2,084,707) | ||||||
Total stockholders’ equity | 1,069,440 | ||||||
Total liabilities and stockholders’ equity | 1,160,799 | ||||||
Previously Reported [Member] | Series A Preferred Stock [Member] | |||||||
Stockholders’ equity: | |||||||
Preferred stock | 126 | ||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | |||||||
Current assets: | |||||||
Cash | |||||||
Prepaid expenses | |||||||
Total current assets | |||||||
Property and equipment, net | |||||||
Total assets | |||||||
Current liabilities: | |||||||
Accounts payable and accrued expenses | |||||||
Liquidated damages and accrued interest | 282,916 | ||||||
Total current liabilities | 282,916 | ||||||
Total liabilities | 282,916 | ||||||
Commitments and contingencies | |||||||
Stockholders’ equity: | |||||||
Common stock, $0.001 par value, 250,000,000 shares authorized; 7,108,336 shares issued and outstanding | |||||||
Additional paid in capital | |||||||
Subscription receivable | |||||||
Accumulated deficit | (282,916) | ||||||
Total stockholders’ equity | (282,916) | ||||||
Total liabilities and stockholders’ equity | |||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | Series A Preferred Stock [Member] | |||||||
Stockholders’ equity: | |||||||
Preferred stock |
Schedule of Restatement on Ba_2
Schedule of Restatement on Balance Sheets (Details) (Parenthetical) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Sep. 14, 2023 | Dec. 31, 2022 | Sep. 26, 2022 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | ||
Common Stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, authorized | 250,000,000 | 250,000,000 | 250,000,000 | ||
Common stock, issued | 7,741,731 | 7,656,488 | 7,108,336 | ||
Common stock, outstanding | 7,741,731 | 7,656,488 | 7,108,336 | ||
Series A Preferred Stock [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [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, stated value | $ 45,000 | $ 45,000 | $ 45,000 | ||
Preferred stock, shares issued | 147,798 | 142,769 | 125,865 | ||
Preferred stock, shares outstanding | 147,798 | 142,769 | 125,865 | ||
Previously Reported [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Preferred stock, shares authorized | 20,000,000 | ||||
Common Stock, par value | $ 0.001 | ||||
Common stock, authorized | 250,000,000 | ||||
Common stock, issued | 7,108,336 | ||||
Common stock, outstanding | 7,108,336 | ||||
Previously Reported [Member] | Series A Preferred Stock [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Preferred stock, shares authorized | 1,000,000 | ||||
Preferred stock, par value | $ 0.001 | ||||
Preferred stock, stated value | $ 45,000 | ||||
Preferred stock, shares issued | 125,865 | ||||
Preferred stock, shares outstanding | 125,865 |
Schedule of Restatement on Stat
Schedule of Restatement on Statements of Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Revenues | $ 30 | $ 580 | $ 435 | $ 2,350 | $ 2,048 | $ 2,421 |
Operating Expenses: | ||||||
Cost of revenues | 116 | 144 | 439 | |||
Sales and marketing | 96,674 | 252,957 | 148,440 | 521,674 | 855,270 | 224,088 |
Research and development | 49,665 | 192,105 | 87,087 | 317,986 | 513,088 | 567,408 |
General and administrative | 359,827 | 258,101 | 581,755 | 583,055 | 395,624 | 418,940 |
Depreciation and amortization | 22,925 | 5,690 | 40,163 | 8,097 | 29,398 | 2,160 |
Total Operating Expenses | 529,091 | 708,853 | 857,445 | 1,430,928 | 2,521,078 | 1,213,035 |
Loss From Operations | (529,061) | (708,273) | (857,010) | (1,428,578) | (2,519,030) | (1,210,614) |
Other Income (Expense): | ||||||
Expense for liquidated damages | (190,806) | (366,923) | (731,652) | (268,202) | ||
Interest expense | 1,288 | (22,856) | 1,288 | (35,224) | (73,498) | (25,865) |
Total Other Income (Expense) | 1,288 | (213,662) | 1,288 | (402,147) | (805,150) | (294,067) |
Net Loss Before Income Taxes | (527,773) | (921,935) | (855,722) | (1,830,725) | (3,324,180) | (1,504,681) |
Provision for Income Taxes (Benefit) | ||||||
Net Loss | (527,773) | (921,935) | (855,722) | (1,830,725) | (3,324,180) | (1,504,681) |
Net Loss Attributable to Common Stockholders | $ (550,717) | $ (924,430) | $ (881,432) | $ (1,835,667) | $ (3,324,180) | $ (1,504,681) |
Net Income (Loss) Per Common Share: | ||||||
Basic | $ (0.07) | $ (0.13) | $ (0.11) | $ (0.26) | $ (0.47) | $ (0.24) |
Diluted | $ (0.07) | $ (0.13) | $ (0.11) | $ (0.26) | $ (0.47) | $ (0.24) |
Weighted Average Common Shares Outstanding: | ||||||
Basic | 7,724,297 | 7,118,933 | 7,704,580 | 7,118,933 | 7,123,001 | 6,215,753 |
Diluted | 7,724,297 | 7,118,933 | 7,704,580 | 7,118,933 | 7,123,001 | 6,215,753 |
Previously Reported [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Revenues | $ 2,421 | |||||
Operating Expenses: | ||||||
Cost of revenues | 439 | |||||
Sales and marketing | 224,088 | |||||
Research and development | 567,408 | |||||
General and administrative | 418,940 | |||||
Depreciation and amortization | 2,160 | |||||
Total Operating Expenses | 1,213,035 | |||||
Loss From Operations | (1,210,614) | |||||
Other Income (Expense): | ||||||
Expense for liquidated damages | ||||||
Interest expense | (11,151) | |||||
Total Other Income (Expense) | (11,151) | |||||
Net Loss Before Income Taxes | (1,221,765) | |||||
Provision for Income Taxes (Benefit) | ||||||
Net Loss | (1,221,765) | |||||
Net Loss Attributable to Common Stockholders | $ (1,221,765) | |||||
Net Income (Loss) Per Common Share: | ||||||
Basic | $ (0.20) | |||||
Diluted | $ (0.20) | |||||
Weighted Average Common Shares Outstanding: | ||||||
Basic | 6,215,753 | |||||
Diluted | 6,215,753 | |||||
Revision of Prior Period, Error Correction, Adjustment [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Revenues | ||||||
Operating Expenses: | ||||||
Cost of revenues | ||||||
Sales and marketing | ||||||
Research and development | ||||||
General and administrative | ||||||
Depreciation and amortization | ||||||
Total Operating Expenses | ||||||
Loss From Operations | ||||||
Other Income (Expense): | ||||||
Expense for liquidated damages | (268,202) | |||||
Interest expense | (14,714) | |||||
Total Other Income (Expense) | (282,916) | |||||
Net Loss Before Income Taxes | (282,916) | |||||
Provision for Income Taxes (Benefit) | ||||||
Net Loss | (282,916) | |||||
Net Loss Attributable to Common Stockholders | $ (282,916) | |||||
Net Income (Loss) Per Common Share: | ||||||
Basic | $ (0.04) | |||||
Diluted | $ (0.04) |
Schedule of Potentially Dilutiv
Schedule of Potentially Dilutive Securities Excluded From Computation of Basic and Diluted Net Loss Per Share (Details) - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive shares | 2,377,970 | 1,962,111 | 2,141,535 | 1,887,976 |
Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive shares | 2,377,970 | 1,962,111 | ||
Convertible Debt [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive shares | ||||
Convertible Debt Securities [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive shares | 2,141,535 | 1,887,976 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||
Cash | $ 398,450 | $ 398,450 | $ 259,212 | $ 1,155,343 | ||
Cash FDIC insured amount | 250,000 | 250,000 | 250,000 | |||
Cash uninsured amount | 81,313 | 81,313 | 1,850 | 905,343 | ||
Prepaid expense | 73,411 | 73,411 | 6,321 | 2,903 | ||
Depreciation expense | 1,067 | $ 753 | 1,725 | $ 1,293 | 3,499 | 2,160 |
[custom:CapitalizedComputerSoftware-0] | 168,513 | 0 | ||||
Amortization of capitalized software costs | 21,858 | 4,937 | 38,438 | 6,804 | 25,899 | 0 |
Capitalized software | 295,178 | 142,614 | 295,178 | 142,614 | 142,614 | 0 |
Net of accumulated amortization | 64,337 | 64,337 | 25,899 | 0 | ||
Impairment of capitalized software costs | 0 | |||||
Cash and cash equivalents | 398,450 | 398,450 | 259,212 | |||
Capitalized development cost | 230,842 | 230,842 | 142,614 | |||
Interest and penalties | 0 | $ 0 | ||||
Software Development [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Capitalized development cost | $ 126,665 | $ 73,138 | $ 126,665 | $ 73,138 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash | $ 398,450 | $ 259,212 | $ 1,155,343 | |
Cash used in operating activities | 675,323 | $ 1,352,253 | 2,326,523 | 1,083,960 |
Proceeds from sale of equity | 161,846 | 1,574,000 | 737,000 | |
Proceeds from sale of preferred stock | 805,000 | 1,259,995 | ||
Offering expenses | $ 1,789 | $ 149,137 | ||
Series A Preferred Stock [Member] | ||||
Stock issued during period shares | 28,004 | |||
Proceeds from sale of preferred stock | $ 1,260,000 | |||
Series B Preferred Stock [Member] | ||||
Stock issued during period shares | 16,100 | |||
Proceeds from sale of preferred stock | $ 805,000 | |||
Common Stock [Member] | ||||
Stock issued during period shares | 63,596 | 387,798 | 286,834 | |
Offering expenses | $ 1,789 |
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 | Jun. 30, 2024 | Dec. 31, 2023 | Sep. 14, 2023 | |
Debt Instrument [Line Items] | ||||||
Convertible notes payable | $ 0 | $ 0 | ||||
Common Stock issued for conversion of notes, amount | $ 85,543 | 85,543 | ||||
Preferred Series A issued for conversion of notes, amount | $ 157,733 | $ 157,733 | ||||
Common Stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Common Stock issued for conversion of notes, shares | 777,663 | 777,663 | ||||
Common Stock issued for conversion of notes, amount | $ 778 | |||||
Preferred Series A issued for conversion of notes, amount | ||||||
Common Stock, par value | $ 0.001 | |||||
Preferred Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Preferred series A issued for conversion of notes, shares | 95,596 | |||||
Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible notes payable | $ 215,000 | |||||
Convertible notes | Nov. 21, 2021 | |||||
Interest rate | 8% | |||||
Debt conversion percentage | 4.50% | |||||
Debt convertible stock price trigger | $ 0.11 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||
Jun. 15, 2024 | Mar. 15, 2024 | Jan. 18, 2024 | Dec. 15, 2023 | Sep. 15, 2023 | Sep. 14, 2023 | Jun. 15, 2023 | Mar. 15, 2023 | Dec. 30, 2022 | Sep. 26, 2022 | Sep. 30, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 05, 2024 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||||||||
Cash proceeds from issuance of preferred stock | $ 805,000 | $ 1,259,995 | ||||||||||||||||
Preferred Series A issued for conversion of notes, amount | $ 157,733 | $ 157,733 | ||||||||||||||||
Common stock, authorized | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | ||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Common stock, shares issued | 7,741,731 | 7,741,731 | 7,656,488 | 7,108,336 | ||||||||||||||
Common stock, shares outstanding | 7,741,731 | 7,741,731 | 7,656,488 | 7,108,336 | ||||||||||||||
Common stock issued for services, shares | 6,000 | |||||||||||||||||
Common stock issued for services, value | $ 192,040 | $ 50,960 | ||||||||||||||||
Common Stock issued for service, par value | $ 8.49 | |||||||||||||||||
Offering expenses | $ 1,789 | $ 1,789 | $ 149,137 | |||||||||||||||
Common Stock issued for conversion of notes and accrued interest | $ 85,543 | 85,543 | ||||||||||||||||
Proceeds from issuance of common stock | 161,226 | 674,713 | 1,591,492 | 737,000 | ||||||||||||||
Payments of stock issuance costs | 25,000 | 6,417 | 17,601 | 149,137 | ||||||||||||||
Liquidated damages expenses | 0 | $ 190,806 | 0 | 402,127 | 392,660 | 282,916 | ||||||||||||
Liquidated damages and accrued interest | 282,916 | |||||||||||||||||
Number of shares issued, value | 641,713 | 161,226 | 641,712 | 704,000 | ||||||||||||||
Number of shares issued as dividend, value | $ 10,325 | $ 2,265 | ||||||||||||||||
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 | 1,000,000 | |||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Preferred stock converted into common stock | 15 | 10 | ||||||||||||||||
Preferred stock, conversion price | $ 3 | $ 5 | ||||||||||||||||
Preferred stock dividend paid in cash, per share | 0.875 | $ 3.50 | ||||||||||||||||
Preferred stock dividend paid per share | $ 45 | |||||||||||||||||
Cash proceeds from issuance of preferred stock | $ 1,260,000 | |||||||||||||||||
Number of shares issued as dividend | 2,819 | 2,765 | 2,712 | 2,671 | 6,579 | 2,495 | 2,447 | |||||||||||
Preferred stock, shares issued | 147,798 | 147,798 | 142,769 | 125,865 | ||||||||||||||
Preferred stock, shares outstanding | 147,798 | 147,798 | 142,769 | 125,865 | ||||||||||||||
Stock issued for liquidated damages | 6,579 | |||||||||||||||||
Realized investment gains (losses) | $ 266,654 | |||||||||||||||||
Common stock issued for conversion of shares | 556 | 556 | ||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 40,000 | 40,000 | 40,000 | 40,000 | ||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Preferred stock dividend paid in cash, per share | $ 1.25 | |||||||||||||||||
Cash proceeds from issuance of preferred stock | $ 805,000 | |||||||||||||||||
Preferred stock, shares issued | 16,100 | 16,100 | 0 | |||||||||||||||
Preferred stock, shares outstanding | 16,100 | 16,100 | 0 | |||||||||||||||
Number of shares issued | 4,647 | 16,100 | ||||||||||||||||
Number of shares issued, value | $ 18,588 | |||||||||||||||||
Number of shares issued as dividend, value | $ 18,588 | |||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | |||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Preferred Series A issued for conversion of notes, shares | 95,596 | |||||||||||||||||
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 | |||||||||||||||||
Cash proceeds from issuance of preferred stock | $ 1,259,995 | |||||||||||||||||
Preferred Series A issued for conversion of notes, shares | 95,596 | |||||||||||||||||
Preferred Series A issued for conversion of notes, amount | $ 96 | |||||||||||||||||
Number of shares issued as dividend | 2,265 | 2,820 | 2,495 | 5,585 | 4,942 | 10,325 | 2,265 | |||||||||||
Common stock issued for services, value | ||||||||||||||||||
Common Stock issued for conversion of notes and accrued interest | ||||||||||||||||||
Number of shares issued, value | ||||||||||||||||||
Number of shares issued as dividend, value | $ 3 | 3 | $ 6 | 5 | $ 12 | 2 | ||||||||||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Preferred Series A issued for cash, shares | 12,300 | 16,100 | ||||||||||||||||
Number of shares issued, value | ||||||||||||||||||
Number of shares issued as dividend, value | ||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||
Preferred Series A issued for conversion of notes, amount | ||||||||||||||||||
Number of shares issued as dividend | 4,647 | |||||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||||
Common stock issued for services, shares | 36,000 | 28,000 | 6,000 | |||||||||||||||
Common stock issued for services, value | $ 160,344 | $ 28 | $ 6 | |||||||||||||||
Common stock issued for investment, shares | 286,834 | |||||||||||||||||
Common stock issued for investment | $ 587,863 | |||||||||||||||||
Offering expenses | 1,789 | $ 1,789 | ||||||||||||||||
Common Stock issued for conversion of notes and accrued interest, shares | 777,663 | 777,663 | ||||||||||||||||
Common Stock issued for conversion of notes and accrued interest | $ 778 | |||||||||||||||||
Number of shares issued | 159,835 | 36,256 | 159,835 | 389,896 | 286,834 | |||||||||||||
Proceeds from issuance of common stock | $ 160,218 | $ 1,573,891 | ||||||||||||||||
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 | |||||||||||||||||
Common stock issued for conversion of shares | 8,340 | 8,340 | ||||||||||||||||
Number of shares issued, value | $ 160 | $ 36 | $ 160 | $ 286 | ||||||||||||||
Number of shares issued as dividend, value |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||
Jun. 15, 2024 | Mar. 20, 2024 | Mar. 15, 2024 | Mar. 14, 2024 | Mar. 14, 2024 | Mar. 14, 2024 | Dec. 15, 2023 | Dec. 05, 2023 | Dec. 04, 2023 | Nov. 30, 2023 | Sep. 15, 2023 | Sep. 02, 2023 | Jun. 27, 2023 | Mar. 15, 2023 | Feb. 28, 2023 | Feb. 22, 2023 | Dec. 30, 2022 | Dec. 15, 2022 | Nov. 18, 2022 | Sep. 28, 2022 | Sep. 27, 2022 | Jul. 07, 2022 | Jun. 29, 2022 | Jan. 07, 2022 | Mar. 16, 2021 | Nov. 19, 2020 | Jan. 31, 2024 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Common Stock issued for conversion of notes | $ 85,543 | $ 85,543 | |||||||||||||||||||||||||||||||
Stock issued during period, value | $ 641,713 | $ 161,226 | $ 641,712 | 704,000 | |||||||||||||||||||||||||||||
Westside Note [Member] | |||||||||||||||||||||||||||||||||
Short term debt | $ 30,000 | ||||||||||||||||||||||||||||||||
Interest rate | 0% | ||||||||||||||||||||||||||||||||
Maturity date | Dec. 08, 2023 | ||||||||||||||||||||||||||||||||
Repayment of short term debt | $ 30,000 | ||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Joanna Massey [Member] | |||||||||||||||||||||||||||||||||
Number of shares dividend | 29 | ||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Isaac Dietrich [Member] | |||||||||||||||||||||||||||||||||
Number of shares dividend | 15 | 14 | |||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||||||||||||
Number of shares issued | 4,647 | 16,100 | |||||||||||||||||||||||||||||||
Stock issued during period, value | $ 18,588 | ||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Joanna Massey [Member] | |||||||||||||||||||||||||||||||||
Shares acquired | 800 | ||||||||||||||||||||||||||||||||
Price per share | $ 50 | ||||||||||||||||||||||||||||||||
Subscription amount | $ 40,000 | ||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||
Price per share | $ 50 | $ 50 | $ 50 | ||||||||||||||||||||||||||||||
Number of shares issued | 1,000 | ||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||
Common Stock issued for conversion of notes | $ 778 | ||||||||||||||||||||||||||||||||
Exchange of convertible debt, shares | 777,663 | 777,663 | |||||||||||||||||||||||||||||||
Number of shares issued | 159,835 | 36,256 | 159,835 | 389,896 | 286,834 | ||||||||||||||||||||||||||||
Stock issued during period, value | $ 160 | $ 36 | $ 160 | $ 286 | |||||||||||||||||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||
Number of shares issued | 35,368 | ||||||||||||||||||||||||||||||||
Common Stock [Member] | Series B Preferred Stock [Member] | Joanna Massey [Member] | |||||||||||||||||||||||||||||||||
Number of shares dividend | 231 | ||||||||||||||||||||||||||||||||
Daniel Lupinelli [Member] | |||||||||||||||||||||||||||||||||
Number of shares issued | 223 | ||||||||||||||||||||||||||||||||
Stock issued during period, value | $ 1,003.50 | ||||||||||||||||||||||||||||||||
Stock price per share | $ 4.50 | ||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||
Number of shares issued | 100,000 | ||||||||||||||||||||||||||||||||
Stock issued during period, value | $ 30,000 | ||||||||||||||||||||||||||||||||
Strategic Partners LLC [Member ] | Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||
Number of shares dividend | 591 | 580 | 569 | 558 | |||||||||||||||||||||||||||||
Strategic Partners LLC [Member ] | Series A Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||
Number of shares dividend | 580 | ||||||||||||||||||||||||||||||||
Strategic Partners LLC [Member ] | Series B Preferred Stock [Member] | |||||||||||||||||||||||||||||||||
Shares acquired | 1,000 | ||||||||||||||||||||||||||||||||
Price per share | $ 50 | $ 50 | $ 50 | ||||||||||||||||||||||||||||||
Subscription amount | $ 50,000 | $ 50,000 | $ 50,000 | ||||||||||||||||||||||||||||||
Number of shares dividend | 289 | ||||||||||||||||||||||||||||||||
Strategic Partners LLC [Member ] | Series B Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||
Shares acquired | 1,000 | ||||||||||||||||||||||||||||||||
Price per share | $ 50 | $ 50 | $ 50 | ||||||||||||||||||||||||||||||
Subscription amount | $ 50,000 | $ 50,000 | $ 50,000 | ||||||||||||||||||||||||||||||
Strategic Partners LLC [Member ] | Robert Haag [Member] | |||||||||||||||||||||||||||||||||
Number of shares issued | 11,140 | 11,150 | |||||||||||||||||||||||||||||||
Stock issued during period, value | $ 50,130 | $ 50,175 | |||||||||||||||||||||||||||||||
Stock price per share | $ 4.50 | $ 4.50 | |||||||||||||||||||||||||||||||
Number of common stock shares | 1,114 | 1,115 | |||||||||||||||||||||||||||||||
Strategic Partners LLC [Member ] | Robert Haag [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||
Shares acquired | 1,111 | 2,223 | |||||||||||||||||||||||||||||||
Price per share | $ 45 | $ 45 | |||||||||||||||||||||||||||||||
Subscription amount | $ 50,000 | $ 100,000 | |||||||||||||||||||||||||||||||
Common Stock issued for conversion of notes | $ 37,887.16 | ||||||||||||||||||||||||||||||||
Exchange of convertible debt, shares | 22,962 | ||||||||||||||||||||||||||||||||
Number of shares issued | 871 | ||||||||||||||||||||||||||||||||
Number of shares dividend | 521 | 490 | |||||||||||||||||||||||||||||||
Strategic Partners LLC [Member ] | Robert Haag [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||
Shares acquired | 16,667 | 33,334 | 25,000 | ||||||||||||||||||||||||||||||
Price per share | $ 3 | $ 1.50 | $ 1 | ||||||||||||||||||||||||||||||
Subscription amount | $ 50,000 | $ 50,000 | $ 25,000 | ||||||||||||||||||||||||||||||
Common Stock issued for conversion of notes | $ 18,660.88 | ||||||||||||||||||||||||||||||||
Exchange of convertible debt, shares | 169,644 | ||||||||||||||||||||||||||||||||
Number of shares issued | 11,510 | ||||||||||||||||||||||||||||||||
Elev8 New Media LLC [Member] | Media Relation Service Agreement [Member] | |||||||||||||||||||||||||||||||||
Marketing expense | $ 25,000 | ||||||||||||||||||||||||||||||||
Media expense | $ 15,000 | ||||||||||||||||||||||||||||||||
Elev8 New Media LLC [Member] | Media Relation Service Agreement [Member] | Six Months Payments [Member] | |||||||||||||||||||||||||||||||||
Debt instrument periodic payment | 6,500 | ||||||||||||||||||||||||||||||||
Elev8 New Media LLC [Member] | Media Relation Service Agreement [Member] | Monthly Payments [Member] | |||||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 9,500 | ||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Strategic Partners LLC [Member ] | Director [Member] | |||||||||||||||||||||||||||||||||
Principal amount | $ 50,000 | ||||||||||||||||||||||||||||||||
Convertible consideration | $ 50,000 |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss | $ 724,000 | $ 319,000 |
Total deferred tax assets | 724,000 | 319,000 |
Valuation allowance | (724,000) | (319,000) |
Deferred tax asset, net of allowance |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory U.S. federal rate | 21% | 21% |
Book to tax differences | (9.00%) | (6.00%) |
Valuation allowance | (12.00%) | (15.00%) |
Effective tax rate | 0% | 0% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | Dec. 31, 2023 USD ($) |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Operating loss carryforwards | $ 5,692,000 |
Current net operating loss | 724,000 |
Minimum [Member] | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Current operating loss carryforwards | 319,000 |
Maximum [Member] | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Current operating loss carryforwards | $ 724,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jul. 05, 2024 | Jun. 15, 2024 | Mar. 14, 2024 | Mar. 14, 2024 | Mar. 04, 2024 | Feb. 21, 2024 | Jan. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||||||||||
Proceeds from issuance of common stock | $ 161,226 | $ 674,713 | $ 1,591,492 | $ 737,000 | ||||||||
Offering expenses | $ 25,000 | $ 6,417 | $ 17,601 | $ 149,137 | ||||||||
Issuance of shares for services | 6,000 | |||||||||||
Series B Preferred Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of shares issued | 4,647 | 16,100 | ||||||||||
Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Subscriptions value | $ 50,000 | |||||||||||
Subsequent Event [Member] | Two Thousand Twenty Four Equity Incentive Plan [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of shares issued | 2,000,000 | |||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of shares issued | 1,000 | |||||||||||
Share price | $ 50 | $ 50 | ||||||||||
Common Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of shares issued | 159,835 | 36,256 | 159,835 | 389,896 | 286,834 | |||||||
Proceeds from issuance of common stock | $ 160,218 | $ 1,573,891 | ||||||||||
Issuance of shares for services | 36,000 | 28,000 | 6,000 | |||||||||
Common Stock [Member] | Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of shares issued | 35,368 | |||||||||||
Proceeds from issuance of common stock | $ 160,916 | |||||||||||
Offering expenses | $ 1,789 | |||||||||||
Issuance of shares for services | 18,000 | 1,000 |