Restatement |
Note
2 - Restatement
In
connection with the preparation of the Company’s condensed consolidated 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
consolidated statements of operations.
The
categories of misstatements and their impact on previously reported consolidated financial statements for the period ended March 31,
2023 are described below:
Liquidated
damages: The recognition, measurement and presentation and disclosure related to the liquidated damages provisions in contained in
the Registration Rights Agreements of certain of the Company’s equity offerings, in the Form of the Registration Rights Agreement
initially filed as Exhibit 10.3, of the S-1 filed on April 29, 2021, as amended.
In
addition to the restatement of the financial statements, certain information within the following notes to the financial statements have
been restated to reflect the corrections of misstatements discussed above as well as to add disclosure language as appropriate:
THUMZUP
MEDIA CORPORATION
BALANCE
SHEETS
Schedule
of Balance Sheets
|
|
March 31, 2023 |
|
|
Restatement Adjustment |
|
|
March 31, 2023 |
|
|
|
|
(Unaudited) |
|
|
|
|
|
|
|
(Unaudited) |
|
|
|
|
(As Reported) |
|
|
|
|
|
|
|
(As Restated) |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
528,330 |
|
|
$ |
- |
|
|
$ |
528,330 |
|
Prepaid expenses |
|
|
2,903 |
|
|
|
- |
|
|
|
2,903 |
|
Total current assets |
|
|
531,233 |
|
|
|
- |
|
|
|
531,233 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
2,013 |
|
|
|
- |
|
|
|
2,013 |
|
Capitalized software costs, net |
|
|
50,421 |
|
|
|
- |
|
|
|
50,421 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
583,667 |
|
|
$ |
- |
|
|
$ |
583,667 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
69,532 |
|
|
$ |
- |
|
|
$ |
69,532 |
|
Liquidated damages and accrued interest |
|
|
- |
|
|
|
471,402 |
|
|
|
471,402 |
|
Total current liabilities |
|
|
69,532 |
|
|
|
471,402 |
|
|
|
540,934 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
69,532 |
|
|
|
471,402 |
|
|
|
540,934 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (See Note 5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock - 20,000,000 shares authorized: |
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock - Series A, $0.001 par value, $45,000 stated value, 1,000,000 shares authorized; 128,312 shares issued and outstanding |
|
|
128 |
|
|
|
126 |
|
|
|
128 |
|
Preferred
Stock Value |
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value, 250,000,000 shares authorized; 7,126,336 shares issued and outstanding |
|
|
7,126 |
|
|
|
7,108 |
|
|
|
7,126 |
|
Additional paid in capital |
|
|
3,314,340 |
|
|
|
3,179,913 |
|
|
|
3,314,340 |
|
Subscriptions receivable |
|
|
- |
|
|
|
(33,000 |
) |
|
|
- |
|
Accumulated deficit |
|
|
(2,807,459 |
) |
|
|
(2,084,707 |
) |
|
|
(3,278,861 |
) |
Total stockholders’ equity |
|
|
514,135 |
|
|
|
1,069,440 |
|
|
|
42,733 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity |
|
$ |
583,667 |
|
|
$ |
1,540,842 |
|
|
$ |
583,667 |
|
THUMZUP
MEDIA CORPORATION
STATEMENTS
OF OPERATIONS
(Unaudited)
Schedule
of Statements of Operations
|
|
For the Three Months Ended March 31, 2023 |
|
|
Restatement Adjustment |
|
|
For the Three Months Ended March 31, 2023 |
|
|
|
(As Reported) |
|
|
|
|
|
(As Restated) |
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
1,770 |
|
|
$ |
- |
|
|
$ |
1,770 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues |
|
|
116 |
|
|
|
- |
|
|
|
116 |
|
Sales and marketing |
|
|
268,717 |
|
|
|
- |
|
|
|
268,717 |
|
Research and development |
|
|
125,881 |
|
|
|
- |
|
|
|
125,881 |
|
General and administrative |
|
|
324,954 |
|
|
|
- |
|
|
|
324,954 |
|
Depreciation and amortization |
|
|
2,407 |
|
|
|
- |
|
|
|
2,407 |
|
Total Operating Expenses |
|
|
722,075 |
|
|
|
- |
|
|
|
722,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss From Operations |
|
|
(720,305 |
) |
|
|
- |
|
|
|
(720,305 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
|
|
Liquidated damages expense |
|
|
- |
|
|
|
(176,117 |
) |
|
|
(176,117 |
) |
Interest expense |
|
|
- |
|
|
|
(12,368 |
) |
|
|
(12,368 |
) |
Total Other Income (Expense) |
|
|
- |
|
|
|
(188,485 |
) |
|
|
(188,485 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for Income Taxes (Benefit) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
$ |
(720,305 |
) |
|
$ |
(188,485 |
) |
|
$ |
(908,790 |
) |
Dividends on preferred stock |
|
|
(2,447 |
) |
|
|
- |
|
|
|
(2,447 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss Attributable to Common Stockholders |
|
$ |
(722,752 |
) |
|
$ |
(188,485 |
) |
|
$ |
(911,237 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) Per Common Share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.10 |
) |
|
$ |
(0.03 |
) |
|
$ |
(0.13 |
) |
Diluted |
|
$ |
(0.10 |
) |
|
$ |
(0.03 |
) |
|
$ |
(0.13 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Common Shares Outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
7,118,933 |
|
|
|
|
|
|
|
7,118,933 |
|
Diluted |
|
|
7,118,933 |
|
|
|
|
|
|
|
7,118,933 |
|
|