Thumzup Media (TZUP) S-1/A26 Jul 24IPO registration (amended)Financial data

Company Profile

Cover

Cover	3 Months Ended
Cover	Mar. 31, 2024
Entity Addresses [Line Items]
Document Type	S-1/A
Amendment Flag	true
Amendment Description	AMENDMENT NO. 3
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 ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash	$ 225,673	$ 259,212
Prepaid expenses	129,940	6,321
Total current assets	355,613	265,533
Capitalized software costs, net	186,934	142,614
Property and equipment, net	6,383	7,040
Total assets	548,930	415,187
Current liabilities:
Accounts payable and accrued expenses	68,612	65,860
Liquidated damages and accrued interest
Total current liabilities	68,612	65,860
Total liabilities	68,612	65,860
Commitments and contingencies (See Note 5)
Stockholders’ equity:
Common stock, $0.001 par value, 250,000,000 shares authorized; 7,720,084 and 7,656,488 shares issued and outstanding, respectively	7,720	7,656
Additional paid in capital	6,494,965	6,033,331
Subscription receivable
Accumulated deficit	(6,022,516)	(5,691,803)
Total stockholders’ equity	480,318	349,327
Total liabilities and stockholders’ equity	548,930	415,187
Series A Preferred Stock [Member]
Stockholders’ equity:
Preferred stock	145	143
Series B Preferred Stock [Member]
Stockholders’ equity:
Preferred stock	$ 4

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, shares authorized	20,000,000	25,000,000
Common Stock, par value	$ 0.001	$ 0.001
Common stock, authorized	250,000,000	250,000,000
Common stock, shares issued	7,720,084	7,656,488
Common stock, shares outstanding	7,720,084	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	144,978	142,769
Preferred stock, shares outstanding	144,978	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	3,800	0
Preferred stock, shares outstanding	3,800	0

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
Condensed Statements of Operations (Unaudited) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Income Statement [Abstract]
Revenues	$ 405	$ 1,770	$ 2,048
Operating Expenses:
Cost of revenues		116	144
Sales and marketing	51,765	268,717	855,270
Research and development	37,423	125,881	513,088
Professional and consulting			727,554
General and administrative	221,926	324,954	395,624
Depreciation and amortization	17,238	2,407	29,398
Total Operating Expenses	328,352	722,075	2,521,078
Loss From Operations	(327,947)	(720,305)	(2,519,030)
Other Income (Expense):
Liquidated damages expense		(176,117)	(731,652)
Interest expense		(12,368)	(73,498)
Total Other Income (Expense)		(188,485)	(805,150)
Net Loss Before Income Taxes	(327,947)	(908,790)	(3,324,180)
Provision for Income Taxes (Benefit)
Net Loss	(327,947)	(908,790)	(3,324,180)
Dividends on preferred stock	(2,765)	(2,447)
Net Loss Attributable to Common Stockholders	$ (330,712)	$ (911,237)	$ (3,324,180)
Net Income (Loss) Per Common Share:
Basic	$ (0.04)	$ (0.13)	$ (0.47)
Diluted	$ (0.04)	$ (0.13)	$ (0.47)
Weighted Average Common Shares Outstanding:
Basic	7,684,862	7,118,933	7,123,001
Diluted	7,684,862	7,118,933	7,123,001

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Equity (Unaudited) - 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]	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 cash	$ 28			1,259,967			1,259,995
Series B issued for cash, 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 cash, net			$ 286	736,714	(33,000)		704,000
Common Stock issued for cash, net, 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
Stock issuance costs				(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	$ 2.45			2,445		(2,447)	0
Preferred Series A issued for dividends, shares	2,447
Net loss						(908,790)	(908,790)
Stock subscription receivable received					33,000		33,000
Common Stock issued for services rendered			$ 18	131,982			132,000
Common stock issued for services rendered, shares			18,000
Balance at Mar. 31, 2023	$ 128		$ 7,126	3,314,340		(3,278,861)	42,733
Balance, shares at Mar. 31, 2023	128,312		7,126,333
Balance at Dec. 31, 2022	$ 126		$ 7,108	3,179,913	(33,000)	(2,367,623)	786,524
Balance, shares at Dec. 31, 2022	125,865		7,108,333
Preferred Series A issued for dividends	$ 12			10,313			10,325
Preferred Series A issued for dividends, shares	10,325
Common Stock issued for cash, net, 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
Series B issued for cash		$ 4		189,996			190,000
Series B issued for cash, shares		3,800
Preferred Series A issued for dividends	$ 3			2,762		(2,765)
Preferred Series A issued for dividends, shares	2,765
Common Stock issued for cash, net			$ 36	160,182			160,218
Common Stock issued for cash, net, shares			36,256
Common Stock issued for services rendered			$ 108,720
Common stock issued for services rendered, shares			19,000
Net loss						(327,947)	(327,947)
Common Stock issued for services rendered and to be rendered			$ 19	108,701			108,720
Common Stock issued for services rendered and to be rendered, shares			19,000
Common Stock issued for Series A conversion	$ (1)		$ 8	(7)
Common Stock issued for Series A conversion, shares	(556)		8,340
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

Condensed Statements of CashFlo

Condensed Statements of CashFlows (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
Condensed Statements of CashFlows (Unaudited) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (327,947)	$ (908,790)	$ (3,324,180)	$ (1,504,681)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	17,238	2,407	29,398	2,160
Stock issued for services	14,009	132,000	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:
Prepaid expenses	(28,909)		(3,418)	(2,903)
Accounts payable and accrued expenses	2,752	(21,827)	(25,499)	76,437
Liquidated damages and accrued interest		188,485	(282,916)	282,916
Net cash used in operating activities	(322,857)	(607,725)	(2,326,523)	(1,083,960)
Cash flows from investing activities:
Purchases of property and equipment			(7,986)
Capitalized software costs	(60,900)	(52,288)	(168,513)
Net cash used in investing activities	(60,900)	(52,288)	(176,499)
Cash flows from financing activities:
Proceeds from sale of common stock	161,846	33,000	1,591,492	737,000
Subscription receivable			33,000	(33,000)
Costs incurred for equity sales	(1,629)		(17,601)	(149,137)
Proceeds from sale of preferred stock	190,000			1,259,995
Net cash provided by financing activities	350,217	33,000	1,606,891	1,814,858
Net (decrease) increase in cash	(33,539)	(627,013)	(896,131)	730,898
Cash, beginning of period	259,212	1,155,343	1,155,343	424,445
Cash, end of period	225,673	528,330	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:
Preferred Series A shares issued for dividends	2,765	2,447		157,733
Common shares issued upon conversion of convertible notes and accrued interest				$ 85,543
Prepaid expenses paid for by issuance of common stock	$ 104,940

Business Organization and Natur

Business Organization and Nature of Operations	3 Months Ended	12 Months Ended
Business Organization and Nature of Operations	Mar. 31, 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	3 Months Ended
Restatement	Mar. 31, 2024
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	3 Months Ended	12 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	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.	Note 2 - Summary of Significant Accounting Policies Basis of Presentation - Unaudited Interim Financial Information The accompanying unaudited condensed financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed financial statements reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim unaudited condensed consolidated financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 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 March 31, 2024 and December 31, 2023, the Company’s cash and cash equivalents consisted of $ 225,673 259,212 250,000 0 1,850 Prepaid Expenses As of March 31, 2024 and December 31, 2023, the Company had $ 129,940 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 March 31, 2024 and 2023 was $ 658 540 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 three months ended March 31, 2024 and 2023, we capitalized $ 60,900 52,288 6,373 1,867 186,934 142,614 42,479 25,899 The Company evaluates its capitalized software costs for impairment annually, at year-end. As of December 31, 2023, the Company determined no impairment of its capitalized software costs was warranted. 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 March 31, 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 March 31, 2024 and December 31, 2023, 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 March 31, 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 March 31, March 31, 2024 2023 Common shares issuable upon conversion of convertible notes - - Common shares issuable upon conversion of preferred stock 2,212,670 1,924,680 Total potentially dilutive shares 2,212,670 1,924,680 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	3 Months Ended	12 Months Ended
Going Concern	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	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	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 has been reliant on equity funding for its operations. At March 31, 2024 and December 31, 2023, the Company had a cash balance of $ 225,673 259,212 322,857 607,725 161,846 1,789 63,596 190,000 3,800

Senior Secured Convertible Prom

Senior Secured Convertible Promissory Notes	3 Months Ended
Senior Secured Convertible Promissory Notes	Mar. 31, 2024
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	3 Months Ended	12 Months Ended
Contingencies	Mar. 31, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Contingencies	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.	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.

Shareholders_ Equity

Shareholders’ Equity	3 Months Ended	12 Months Ended
Shareholders’ Equity	Mar. 31, 2024	Dec. 31, 2023
Equity [Abstract]
Shareholders’ Equity	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	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 As March 31, 2024 and December 31, 2023, the Company had 144,978 142,769 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 From March 14 to March 28, 2024, the Company issued 3,800 190,000 Common Stock The Company is authorized to issue 250,000,000 0.001 7,720,084 7,656,488 During the three months ended March 31, 2024, the Company issued 19,000 108,720 During the three months ended March 31, 2024, the Company issued 36,256 160,218 1,789 During the three months ended March 31, 2024, the Company issued 8,340 556 During the three months ended March 31, 2024 and 2023, the Company realized losses of $ 0 188,485 130,259 6,579 0.001 0.001 0 0

Related Party Transactions

Related Party Transactions	3 Months Ended	12 Months Ended
Related Party Transactions	Mar. 31, 2024	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	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	Note 6 - Related Party Transactions 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	3 Months Ended
Income Taxes	Mar. 31, 2024
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	3 Months Ended	12 Months Ended
Subsequent Events	Mar. 31, 2024	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	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	Note 7 - Subsequent Events The Company has evaluated subsequent events from the balance sheet date through the date which the financial statements were issued. From April 1 to May 10, 2024, the Company issued 11,900 50 s aggregate 595,000

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation - Unaudited Interim Financial Information	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.	Basis of Presentation - Unaudited Interim Financial Information The accompanying unaudited condensed financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed financial statements reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim unaudited condensed consolidated financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 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	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.	Use of Estimates The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America, which requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the reported amounts of expenses during the reported period. These assumptions and estimates could have a material effect on the financial statements. Actual results may differ materially from those estimates. The Company’s management periodically reviews estimates on an ongoing basis based on information currently available, and changes in facts and circumstances may cause the Company to revise these estimates. Significant estimates include estimates used in the valuation allowance related to deferred tax assets and capitalized software costs. Actual results may differ from these estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents include all cash on hand, demand deposits and short-term investments with original maturities of three months or less when purchased. As of 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	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 March 31, 2024 and December 31, 2023, the Company’s cash and cash equivalents consisted of $ 225,673 259,212 250,000 0 1,850
Prepaid Expenses	Prepaid Expenses As of December 31, 2023 and December 31, 2022, the Company had $ 6,321 2,903	Prepaid Expenses As of March 31, 2024 and December 31, 2023, the Company had $ 129,940 6,321
Property and Equipment	Property and Equipment Property and equipment, which consists of computer equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives. Ordinary repair and maintenance costs are included in general and administrative expenses on our statement of operations. However, expenditures for additions or improvements that significantly extend the useful life of the asset are capitalized in the period incurred. At the time assets are sold or disposed of, the cost and accumulated depreciation are removed from their respective accounts and the related gains or losses are reflected in the statements of operations in gains from sales of property and equipment, net. The estimated useful life for computer equipment is three years. We evaluate the appropriateness of remaining depreciable lives assigned to computer equipment at the end of each fiscal year. Depreciation expense for the years ended December 31, 2023 and December 31, 2022 was $ 3,499 2,160	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 March 31, 2024 and 2023 was $ 658 540
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 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	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 three months ended March 31, 2024 and 2023, we capitalized $ 60,900 52,288 6,373 1,867 186,934 142,614 42,479 25,899 The Company evaluates its capitalized software costs for impairment annually, at year-end. As of December 31, 2023, the Company determined no impairment of its capitalized software costs was warranted.
Income Taxes	Income Taxes The Company utilizes the asset and liability approach to measure deferred tax assets and liabilities based on temporary differences existing at each balance sheet date using currently enacted tax rates in accordance with ASC 740. ASC 740 considers the differences between financial statement treatment and tax treatment of certain transactions. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rate is recognized as income or expense in the period that includes the enactment date of that rate. The Company has no tax positions as of December 31, 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.	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 March 31, 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 March 31, 2024 and December 31, 2023, the Company recognized no interest and penalties.
Net Earnings (Loss) Per Common Share	Net Earnings (Loss) Per Common Share The Company computes earnings (loss) per share under ASC subtopic 260-10, Earnings Per Share. Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. The computation of basic and diluted income (loss) per share, for the year ended December 31, 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	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 March 31, 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 March 31, March 31, 2024 2023 Common shares issuable upon conversion of convertible notes - - Common shares issuable upon conversion of preferred stock 2,212,670 1,924,680 Total potentially dilutive shares 2,212,670 1,924,680
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion feature. As a result, the Company will not separately present in equity an embedded conversion feature in such debt. Instead, we will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. We expect the elimination of these models will reduce reported interest expense and increase reported net income for the Company’s convertible instruments falling under the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The adoption of this update did not have a material impact on the Company’s 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.	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)	3 Months Ended
Restatement (Tables)	Mar. 31, 2024
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)	3 Months Ended	12 Months Ended
Summary of Significant Accounting Policies (Tables)	Mar. 31, 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 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	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 March 31, March 31, 2024 2023 Common shares issuable upon conversion of convertible notes - - Common shares issuable upon conversion of preferred stock 2,212,670 1,924,680 Total potentially dilutive shares 2,212,670 1,924,680

Income Taxes (Tables)

Income Taxes (Tables)	3 Months Ended
Income Taxes (Tables)	Mar. 31, 2024
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 ($)	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 225,673	$ 259,212		$ 1,155,343
Prepaid expenses	129,940	6,321		2,903
Total current assets	355,613	265,533		1,158,246
Property and equipment, net	6,383	7,040		2,553
Total assets	548,930	415,187		1,160,799
Current liabilities:
Accounts payable and accrued expenses	68,612	65,860		91,359
Liquidated damages and accrued interest				282,916
Total current liabilities	68,612	65,860		374,275
Total liabilities	68,612	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	7,720	7,656		7,108
Additional paid in capital	6,494,965	6,033,331		3,179,913
Subscription receivable				(33,000)
Accumulated deficit	(6,022,516)	(5,691,803)		(2,367,623)
Total stockholders’ equity	480,318	349,327	$ 42,733	786,524	$ 179,845
Total liabilities and stockholders’ equity	548,930	415,187		1,160,799
Series A Preferred Stock [Member]
Stockholders’ equity:
Preferred stock	$ 145	$ 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 ($)	Mar. 31, 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	20,000,000	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	7,720,084	7,656,488		7,108,336
Common stock, outstanding	7,720,084	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	144,978	142,769		125,865
Preferred stock, shares outstanding	144,978	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		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenues	$ 405	$ 1,770	$ 2,048	$ 2,421
Operating Expenses:
Cost of revenues		116	144	439
Sales and marketing	51,765	268,717	855,270	224,088
Research and development	37,423	125,881	513,088	567,408
General and administrative	221,926	324,954	395,624	418,940
Depreciation and amortization	17,238	2,407	29,398	2,160
Total Operating Expenses	328,352	722,075	2,521,078	1,213,035
Loss From Operations	(327,947)	(720,305)	(2,519,030)	(1,210,614)
Other Income (Expense):
Expense for liquidated damages		(176,117)	(731,652)	(268,202)
Interest expense		(12,368)	(73,498)	(25,865)
Total Other Income (Expense)		(188,485)	(805,150)	(294,067)
Net Loss Before Income Taxes	(327,947)	(908,790)	(3,324,180)	(1,504,681)
Provision for Income Taxes (Benefit)
Net Loss	(327,947)	(908,790)	(3,324,180)	(1,504,681)
Net Loss Attributable to Common Stockholders	$ (330,712)	$ (911,237)	$ (3,324,180)	$ (1,504,681)
Net Income (Loss) Per Common Share:
Basic	$ (0.04)	$ (0.13)	$ (0.47)	$ (0.24)
Diluted	$ (0.04)	$ (0.13)	$ (0.47)	$ (0.24)
Weighted Average Common Shares Outstanding:
Basic	7,684,862	7,118,933	7,123,001	6,215,753
Diluted	7,684,862	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	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	2,212,670	1,924,680	2,141,535	1,887,976
Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	2,212,670	1,924,680
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		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Cash	$ 225,673		$ 259,212	$ 1,155,343
Cash FDIC insured amount	250,000		250,000
Cash uninsured amount	0		1,850	905,343
Prepaid expense	129,940		6,321	2,903
Depreciation expense	658	$ 540	3,499	2,160
[custom:CapitalizedComputerSoftware-0]			168,513	0
Amortization of capitalized software costs	6,373	1,867	25,899	0
Capitalized software	186,934	142,614	142,614	0
Net of accumulated amortization	42,479		25,899	0
Capitalized computer software impairments			0
Cash and cash equivalents	225,673		259,212
Capitalized development cost	186,934		$ 142,614
Software Development [Member]
Property, Plant and Equipment [Line Items]
Capitalized development cost	$ 60,900	$ 52,288

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)		3 Months Ended		12 Months Ended
Going Concern (Details Narrative) - USD ($)	Mar. 28, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Cash		$ 225,673		$ 259,212	$ 1,155,343
Cash provided in operating activities		322,857	$ 607,725	2,326,523	1,083,960
Proceeds from sale of equity		161,846		1,574,000	737,000
Proceeds from sale of preferred stock		190,000			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		3,800
Proceeds from sale of preferred stock	$ 190,000	$ 190,000
Common Stock [Member]
Stock issued during period shares		63,596		387,798	286,834

Senior Secured Convertible Pr_2

Senior Secured Convertible Promissory Notes (Details Narrative) - USD ($)		1 Months Ended	12 Months Ended
	Nov. 19, 2020	Sep. 30, 2022	Dec. 31, 2022	Mar. 31, 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 ($)											1 Months Ended	3 Months Ended		12 Months Ended
Shareholders’ Equity (Details Narrative) - USD ($)	Mar. 28, 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	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Mar. 05, 2024
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized												20,000,000		25,000,000	25,000,000
Proceeds from issuance for cah proceeds												$ 190,000			$ 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
Common stock, par value												$ 0.001		$ 0.001	$ 0.001
Common stock, shares issued												7,720,084		7,656,488	7,108,336
Common stock, shares outstanding												7,720,084		7,656,488	7,108,336
Common Stock issued for services, shares															6,000
Shares, value for services														$ 192,040	$ 50,960
Common Stock issued for service, par value															$ 8.49
Offering expenses												$ 1,789			$ 149,137
Common Stock issued for conversion of notes and accrued interest											$ 85,543				85,543
Proceeds from issuance of common stock												161,846	33,000	1,591,492	737,000
Payments of stock issuance costs												1,629		17,601	149,137
Liquidated damages expenses												0	$ 188,485	392,660	282,916
Liquidated damages and accrued interest															$ 282,916
Series A Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized										1,000,000		1,000,000		1,000,000	1,000,000
Preferred stock, par value						$ 0.001						$ 0.001		$ 0.001	$ 0.001
Preferred stock converted into common stock										15						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
Proceeds from issuance for cah proceeds															$ 1,260,000
Shares issued as dividend		2,765		2,712	2,671	6,579	2,495	2,447
Preferred stock, shares issued												144,978		142,769	125,865
Preferred stock, shares outstanding												144,978		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
Preferred stock, par value												$ 0.001		$ 0.001
Preferred stock dividend paid in cash, per share												$ 1.25
Proceeds from issuance for cah proceeds	$ 190,000											$ 190,000
Preferred stock, shares issued												3,800		0
Preferred stock, shares outstanding												3,800		0
Number of shares issued	3,800
Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized												25,000,000		25,000,000
Preferred stock, par value												$ 0.001		$ 0.001
Preferred 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
Proceeds from issuance for cah proceeds															$ 1,259,995
Preferred Series A issued for conversion of notes, shares															95,596
Preferred Series A issued for conversion of notes, amount															$ 96
Shares issued as dividend									2,265			2,765	2,447	10,325	2,265
Shares, value for services
Common Stock issued for conversion of notes and accrued interest
Preferred Stock [Member] \| Series B Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred Series A issued for cash, shares												3,800
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred Series A issued for conversion of notes, amount
Common stock, par value						$ 0.001
Common Stock issued for services, shares												19,000		28,000	6,000
Shares, value for services												$ 108,720		$ 28	$ 6
Common stock issued for investment, shares															286,834
Common stock issued for investment															$ 587,863
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												36,256		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

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)																										1 Months Ended			3 Months Ended	12 Months Ended
Related Party Transactions (Details Narrative) - USD ($)	Mar. 28, 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	May 10, 2024	Jan. 31, 2024	Sep. 30, 2022	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Common Stock issued for conversion of notes																												$ 85,543			$ 85,543
Stock issued during period, value																													$ 160,218		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 B Preferred Stock [Member]
Number of shares issued	3,800
Series B Preferred Stock [Member] \| Subsequent Event [Member]
Price per share			$ 50	$ 50	$ 50																					$ 50
Subscription amount																										$ 595,000
Number of shares issued				1,000																						11,900
Common Stock [Member]
Common Stock issued for conversion of notes																															$ 778
Exchange of convertible debt, shares																												777,663			777,663
Number of shares issued																													36,256	389,896	286,834
Stock issued during period, value																													$ 36		$ 286
Common Stock [Member] \| Subsequent Event [Member]
Number of shares issued																											35,368
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		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
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 ($)						1 Months Ended		3 Months Ended		12 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Mar. 28, 2024	Mar. 14, 2024	Mar. 14, 2024	Mar. 04, 2024	Feb. 21, 2024	May 10, 2024	Jan. 31, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Proceeds from issuance of common stock								$ 161,846	$ 33,000	$ 1,591,492	$ 737,000
Offering expenses								$ 1,629		$ 17,601	$ 149,137
Issuance of shares for services											6,000
Series B Preferred Stock [Member]
Subsequent Event [Line Items]
Number of shares issued	3,800
Subsequent Event [Member]
Subsequent Event [Line Items]
Subscriptions value			$ 50,000
Subsequent Event [Member] \| Series B Preferred Stock [Member]
Subsequent Event [Line Items]
Number of shares issued		1,000				11,900
Price per share		$ 50	$ 50			$ 50
Subscription amount						$ 595,000
Common Stock [Member]
Subsequent Event [Line Items]
Number of shares issued								36,256		389,896	286,834
Proceeds from issuance of common stock								$ 160,218		$ 1,573,891
Issuance of shares for services								19,000		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