Note 3 – Going Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company was only recently formed, has not yet established profitable operations and has incurred losses since inception. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise additional funds not provided by operations through loans or through sales of its common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.

The Company recognized its first revenues in December 2021. It relies on short-term debt and equity funding for its operations. At September 30, 2023 and December 31, 2022, the Company had a cash balance of $146,240 and $1,155,343, respectively, and the Company used $1,911,767 and $851,984 to fund operating activities for the nine months ending September 30, 2023 and 2022, respectively. The Company may need to raise additional funding and manage expenses in order to continue as a going concern.

The Company is currently conducting an offering under Regulation A+, pursuant to an Offering Statement on Form 1-A/A filed on December 23, 2022 and qualified on January 9, 2023, through which the Company is offering up to 2 million shares of common stock at a purchase price of $4.50 per share. As of September 30, 2023, the Company had sold 243,385 shares under the offering for proceeds of $984,304, net offering costs of $9,946. On October 17, 2023, Thumzup closed on subscriptions for 60,458 shares of common stock for proceeds of $239,108, net offering costs of $2,255. Further, as of November 7, 2023, the Company had subscriptions for 13,210 shares for an aggregate subscription amount of $62,335 in escrow as fully described in the Company’s Form 1-A/A filed on December 23, 2022. The Company will not receive any funds and will not issue any shares of common stock until the transactions are released from escrow.