What changed in this filing

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Item 1A. Risk Factors

2023-03-31 compared with 2022-03-17 · 515 added, 429 removed, 32 unchanged (97% of the section changed)

Risk Factors.

investment in our in our common stock involves a high degree of risk.

9 unchanged sentences

addition to the other information in this Annual Report, you should carefully consider the following factors in evaluating us and our

This prospectus contains, in addition to historical information, forward-looking statements that involve risks and uncertainties,

some of which are beyond our control.

Should one or more of these risks and uncertainties materialize or should underlying assumptions

prove incorrect, our actual results could differ materially.

Factors that could cause or contribute to such differences include, but

are not limited to, those discussed below, as well as those discussed elsewhere in this prospectus, including the documents incorporated

This Annual Report on Form 10-K contains, in addition to historical information, forward-looking statements that involve risks

and uncertainties, some of which are beyond our control.

Should one or more of these risks and uncertainties materialize or should underlying

assumptions prove incorrect, our actual results could differ materially.

Factors that could cause or contribute to such differences include,

but are not limited to, those discussed below, as well as those discussed elsewhere in this Form 10-K, including the documents incorporated

by reference.

2 unchanged sentences

which could apply to any company or business, you should also consider the business we are in and the following:

will require substantial additional funding, which may not be available to us on acceptable terms, or at all, and, if not so available,

may require us to delay, limit, reduce or cease our operations.

date, we have relied primarily on debt and equity financing to carry on our business.

We have limited financial resources, no operating

cash flow and no assurance that sufficient funding will be available to us to fund our operating expenses and to further develop our

We expect that our current cash position, will enable us to fund our operating expenses and capital expenditure requirements

for less than the next twelve months.

Unless we achieve profitability, as to which no assurance can be given, we anticipate that we will

need to raise additional capital to fund our operations while we implement and execute our business plan.

We currently do not have any

contracts or commitments for additional financing.

In addition, any additional equity financing may involve substantial dilution to our

existing shareholders.

There can be no assurance that such additional capital will be available on a timely basis or on terms that will

be acceptable to us.

Failure to obtain such additional financing could result in delay or indefinite postponement of operations or the

further development of our business with the possible loss of such properties or assets.

If adequate funds are not available or are not

available on acceptable terms, we may not be able to fund our business or the expansion thereof, take advantage of strategic acquisitions

or investment opportunities or respond to competitive pressures.

Such inability to obtain additional financing when needed could have

a material adverse effect on our business, results of operations, cash flow, financial condition and prospects.

We are an early stage pre-revenue company with an untested business plan which makes it difficult for us to forecast our financial results, creates uncertainty as to how investors will evaluate our prospects, and increases the risk that we will not be successful .

We were formed in October 2020 to develop and market the Thumzup

app to advertisers and micro influencers.

and have not yet established profitable operations or generated revenue.

realized a net loss from operations of $839,769 and $5,687 for the years ended December 31, 2021 and 2020, respectively.

have an untested business plan and it is uncertain how our new business model will affect investors’ perceptions and expectations

with respect to our business and economic prospects.

Our new business model may not be successful and no

assurance can be given that we will ever generate positive cash flow.

expect to continue to incur losses from operations and negative cash flows, which raise substantial doubt about our ability to continue

Company is a recently formed company with an unproven business plan, has not yet established profitable operations and has generated

minimal revenue.

Company has principally funded its operations through the sale of equity and equity instruments, including senior secured convertible

promissory notes in the aggregate principal amount of $215,000 (the entirety of which have been converted into either common or preferred

stock), the sale of Common Stock yielding gross proceeds of approximately $1,853,500, and the sale of 28,004 shares of Series A Preferred

for aggregate proceeds of approximately $1,259,995.

As the Company moves forward in developing its technology and commercializing the

Thumzup mobile application (the “Thumzup® App” or “App”), or as it responds to potential opportunities and/or

adverse events, the Company’s working capital needs may change.

Pending its ability to generate adequate cash flow, as to which

no assurance can be given, the Company likely will continue to incur significant losses in the foreseeable future for various reasons,

including unforeseen expenses, difficulties, complications, and delays, and other unknown events.

As a result, the Company will require

additional funding to sustain its ongoing operations and to continue its research and development activities.

The Company cannot assure

that its available funds will be sufficient to meet its anticipated needs for working capital and capital expenditures through any period

of twelve months.

Company’s ability to generate positive cash flow will be dependent upon its ability to recruit and retain Advertisers and Creators.

The Company can give no assurances it will generate sufficient cash flows in the future to satisfy its liquidity requirements or sustain

continuing operations, or that additional funding, if required, will be available when needed or, if available, on favorable terms.

Company was formed in October 2020 and has not yet established profitable operations and has generated nominal revenue.

the year ended December 31, 2022, we incurred a net loss available to shareholders of $1,221,765, primarily due to software research and

development expenses of $567,408, marketing expenses of $224,088, and general and administrative expenses of $418,940.

For the year ended

December 31, 2021, the Company incurred $857,255 in net losses primarily due to $716,524 in software research and development expenses,

$102,698 in general and administrative expenses, and $17,486 in interest expense.

Company expects to continue to incur losses from operations and negative cash flows, which raise substantial doubt about its ability

to continue as a “going concern.”

Company anticipates incurring additional losses until such time, if ever, it can obtain adequate Advertiser support and acceptance by

Substantial additional financing will be needed to fund the Company’s development, marketing and sales activities and

generally to commercialize its technology and develop brand support and Creator acceptance.

These factors raise substantial doubt about

the Company’s ability to continue as a going concern.

Company will seek to obtain additional capital through the issuance of debt or equity financings or other arrangements to fund operations;

however, there can be no assurance it will be able to raise needed capital under acceptable terms, if at all.

The sale of additional

equity may dilute existing shareholders and newly issued shares may contain senior rights and preferences compared to currently outstanding

shares of Common Stock.

Should the Company choose to issue debt in the future, such debt securities may contain covenants and limit the

Company’s ability to pay dividends or make other distributions to shareholders.

If the Company is unable to obtain such additional

financing, future operations would need to be scaled back or discontinued.

Due to the uncertainty in the Company’s ability to raise

capital, the Company believes that there is substantial doubt as to its ability to continue as a going concern.

Company’s independent registered public accounting firm’s reports have raised substantial doubt as to its ability to continue

as a “going concern.”

anticipate incurring additional losses until such time, if ever, we can obtain adequate advertiser support and user acceptance.

additional financing will be needed to fund our development, marketing and sales activities and generally to commercialize our technology

and develop brand support and user acceptance.

These factors raise substantial doubt about our ability to continue as a going concern.

will seek to obtain additional capital through the issuance of debt or equity financings or other arrangements to fund operations;

there can be no assurance we will be able to raise needed capital under acceptable terms, if at all.

The sale of additional equity may

dilute existing shareholders and newly issued shares may contain senior rights and preferences compared to currently outstanding shares

of common stock.

Issued debt securities may contain covenants and limit our ability to pay dividends or make other distributions to shareholders.

If we are unable to obtain such additional financing, future operations would need to be scaled back or discontinued.

Due to the uncertainty

in our ability to raise capital, we believe that there is substantial doubt as to our ability to continue as a going concern.

independent registered public accounting firm’s reports for the years ended December 31, 2021 and 2020 have raised substantial

doubt as to our ability to continue as a “going concern.”

independent registered public accounting firm indicated in its report on our audited financial statements as of and for the years ended

December 31, 2021 and 2020 that there is substantial doubt about our ability to continue as a going concern.

A “going concern”

opinion indicates that the financial statements have been prepared assuming we will continue as a going concern and do not include any

adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification

of liabilities that may result if we do not continue as a going concern.

Therefore, you should not rely on our balance sheet as an indication

of the amount of proceeds that would be available to satisfy claims of creditors, and potentially be available for distribution to shareholders,

in the event of liquidation.

The presence of the going concern note to our financial statements may have an adverse impact on the relationships

we are developing and plan to develop with third parties as we continue the commercialization of our products and could make it challenging

and difficult for us to raise additional financing, all of which could have a material adverse impact on our business and prospects and

result in a significant or complete loss of your investment.

is no assurance that we will ever be profitable or that debt or equity financing will be available to us in the amounts, on terms, and

at times deemed acceptable to us, if at all.

The issuance of additional equity securities by us would result in a significant dilution

in the equity interests of our current shareholders.

Obtaining commercial loans, assuming those loans would be available, would increase

our liabilities and future cash commitments.

If we are unable to obtain financing in the amounts and on terms deemed acceptable to us,

we may be unable to continue our business, as planned, and as a result may be required to scale back or cease operations for our business,

the results of which would be that our shareholders would lose some or all of their investment.

The financial statements do not include

any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications

of liabilities that may result should we be unable to continue as a going concern.

outbreak of COVID-19 and its variants may have a significant negative impact on our business, sales, results of operations and financial

outbreak of the COVID-19 pandemic continues to affect the United States of America and the world, including in the primary regions in

which we will operate.

Many State Governors issued temporary Executive Orders in 2020, which continue to remain effective in many states

that, among other stipulations, effectively limit in-person work activities for most industries and businesses having the effect of suspending

or severely curtailing operations.

Many of these orders

are in the process of being lifted.

Additionally,

our liquidity could be negatively impacted if these conditions continue for a significant period of time.

Capital and credit markets

have been disrupted by the crisis and our ability to obtain any required financing is not guaranteed and largely dependent upon evolving

market conditions and other factors.

Depending on the continued impact of the crisis, further actions may be required to improve our

cash position and capital structure.

extent to which the COVID-19 outbreak could ultimately impact our business, sales, results of operations and financial condition will

depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread

of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic

and operating conditions can resume.

Even after the COVID-19 outbreak has subsided, we may continue to experience significant impacts

to our business as a result of its global economic impact, including any economic downturn or recession that has occurred or may occur

in the future.

may not generate sufficient cash flows to cover our operating expenses.

noted previously, we have incurred operating losses since inception and expect to continue to incur losses as a result of expenses related

to research and continued development of our technology, marketing expense, corporate general and administrative expenses and interest

on the senior secured convertible promissory notes.

Our limited capital resources and operations to date have been substantially funded

through issuance of $215,000 in senior secured convertible promissory notes (in November 2020) and our subsequent issuances during 2021

and January 2022 of 724,500 shares of common stock at $1.00 per share for gross proceeds of $724,500 and 365,671 shares of common stock

at $1.50 per share for gross proceeds of $ $548,500.00.

Company’s accumulated deficit was $862,942 and $5,687 as of December 31, 2021 and 2020, respectively.

As of December 31, 2021,

we had total stockholders’ equity of $179,845 and although we had as of December 31, 2021, cash on hand of $424,445 the Company

believes that these funds will not prove adequate beyond twelve months.

the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required

to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse

effect on our business, operating results, financial condition and long-term prospects.

breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation

the ordinary course of our business, we may collect and store sensitive data, including intellectual property, our proprietary business

information, proprietary business information of our customers, including, credit card and payment information, and personally identifiable

information of our customers and employees.

The secure processing, maintenance, and transmission of this information is critical to our

operations and business strategy.

As such, we are subject to federal, state, provincial and foreign laws regarding privacy and protection

Some jurisdictions have enacted laws requiring companies to notify individuals of data security breaches involving certain types

of personal data and our agreements with certain customers require us to notify them in the event of a security incident.

Evolving regulations

regarding personal data and personal information, in the European Union and elsewhere, including, but not limited to, the General Data

Protection Regulation, which we refer to as GDPR, and the California Consumer Privacy Act of 2018, especially relating to classification

of IP addresses, machine identification, location data and other information, may limit or inhibit our ability to operate or expand our

Such laws and regulations require or may require us or our customers to implement privacy and security policies, permit consumers

to access, correct or delete personal information stored or maintained by us or our customers, inform individuals of security incidents

that affect their personal information, and, in some cases, obtain consent to use personal information for specified purposes.

intend to take reasonable steps to protect the security, integrity and confidentiality of the information we collect, use, store, and

disclose, and we take steps to strengthen our security protocols and infrastructure, however, our information technology and infrastructure

may be vulnerable to attacks by hackers or breached due to employee error, malfeasance, or other disruptions.

We also could be negatively

impacted by software bugs or other technical malfunctions, as well as employee error or malfeasance.

Advanced cyber-attacks can be multi-staged,

unfold over time, and utilize a range of attack vectors with military-grade cyber weapons and proven techniques, such as spear phishing

and social engineering, leaving organizations and users at high risk of being compromised.

Any such access, disclosure, or other loss

of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory

penalties, a disruption of our operations, damage to our reputation, a loss of confidence in our business, early termination of our contracts

and other business losses, indemnification of our customers, liability for stolen assets or information, increased cybersecurity protection

and insurance costs, financial penalties, litigation, regulatory investigations and other significant liabilities, any of which could

materially harm our business any of which could adversely affect our business, revenues, and competitive position.

are dependent on third parties to, among other things, maintain our servers, provide the bandwidth necessary to transmit content, and

utilize the content derived therefrom for the potential generation of revenues.

depend on third-party service providers, suppliers, and licensors to supply some of the services, hardware, software, and operational

support necessary to provide some of our products and services.

Company’s independent registered public accounting firm indicated in its reports on the audited financial statements for the years

ended December 31, 2022 and 2021 that there is substantial doubt about the Company’s ability to continue as a going concern.

“going concern” opinion indicates that the financial statements have been prepared assuming the business will continue as

a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of

assets, or the amounts and classification of liabilities that may result if the Company does not continue as a going concern.

prospective Investors should not rely on the Company balance sheet as an indication of the amount of proceeds that would be available

to satisfy claims of creditors, and potentially be available for distribution to shareholders, in the event of liquidation.

of the going concern note to the Company’s financial statements may have an adverse impact on the relationships the Company is

developing and plan to develop with third parties as it continues the commercialization of its products and could make it challenging

and difficult for the Company to raise additional financing, all of which could have a material adverse impact on the business and prospects

and result in a significant or complete loss of an investment.

is no assurance that the Company will ever be profitable or that debt or equity financing will be available to it in the amounts, on

terms, and at times deemed acceptable to the Company, if at all.

The issuance of additional equity securities by the Company would result

in a significant dilution in the equity interests of its Shareholders.

Obtaining commercial loans, assuming those loans would be available,

would increase the Company’s liabilities and future cash commitments.

If the Company is unable to obtain financing in the amounts

and on terms deemed acceptable to it, the Company may be unable to continue the business, as planned, and as a result may be required

to scale back or cease operations, the results of which would be that shareholders would lose some or all of their investment.

The financial

statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or

the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

continuing COVID-19 pandemic may have a significant negative impact on the Company’s business, sales, results of operations and

financial condition.

COVID-19 pandemic continues to adversely affect the United States of America and the world, including in the primary regions in which

the Company plans to operate.

Additionally, the Company’s liquidity could be negatively impacted if these conditions continue for

a significant period of time.

Capital and credit markets have been disrupted by the crisis and the Company’s ability to obtain

any required financing is not guaranteed and largely dependent upon evolving market conditions and other factors.

Depending on the continued

impact of the crisis, further actions may be required to improve the Company’s cash position and capital structure.

extent to which the COVID-19 outbreak could ultimately impact the Company’s business, sales, results of operations and financial

condition, will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the

duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what

extent normal economic and operating conditions can resume.

Even after the COVID-19 outbreak has fully subsided, the Company may continue

to experience significant impacts to its business as a result of its global economic impact, including any economic downturn or recession

that has occurred or may occur in the future.

Company may not generate sufficient cash flows to cover its operating expenses.

noted previously, the Company has incurred operating losses since inception and expects to continue to incur losses as a result of expenses

related to research and continued development of its technology, marketing expense, corporate general and administrative expenses and

interest on the senior secured convertible promissory notes.

The Company has principally funded its operations to date through the sale

of senior secured convertible promissory notes in the aggregate principal amount of $215,000 (the entirety of which have been converted

into either common or preferred stock), the sale of Common Stock yielding gross proceeds of approximately $1,886,500, and the sale of

28,004 shares of Series A Preferred Convertible Voting Stock for aggregate proceeds of $1,259,995.

of December 31, 2022, the Company had total Shareholders’ equity of $1,069,440, an accumulated deficit of $2,084,707, and cash

and cash equivalents of approximately $1,155,343.

Although the Company had cash on hand of $1,155,343 as of December 31, 2022, there

is no assurance that these funds will prove adequate beyond twelve months.

the event that the Company is unable to generate sufficient cash from its operating activities or raise additional funds, it may be required

to delay, reduce or severely curtail its operations or otherwise impede the Company’s on-going business efforts, which could have

a material adverse effect on its business, operating results, financial condition and long-term prospects.

breaches and other disruptions could compromise the Company’s information and expose it to liability, which would cause its business

and reputation to suffer.

the ordinary course of the Company’s business, it may collect and store sensitive data, including intellectual property, proprietary

business information, proprietary business information of its customers, including, credit card and payment information, and personally

identifiable information of customers and employees.

The secure processing, maintenance, and transmission of this information is critical

to the Company’s operations and business strategy.

As such, the Company is subject to federal, state, provincial and foreign laws

regarding privacy and protection of data.

Some jurisdictions have enacted laws requiring companies to notify individuals of data security

breaches involving certain types of personal data and the Company’s agreements with certain customers require it to notify them

in the event of a security incident.

Evolving regulations regarding personal data and personal information, in the European Union and

elsewhere, including, but not limited to, the General Data Protection Regulation (GDPR), and the California Consumer Privacy Act of 2018,

especially relating to classification of IP addresses, machine identification, location data and other information, may limit or inhibit

the Company’s ability to operate or expand its business.

Such laws and regulations require or may require the Company or its customers

to implement privacy and security policies, permit consumers to access, correct or delete personal information stored or maintained by

the Company or its customers, inform individuals of security incidents that affect their personal information, and, in some cases, obtain

consent to use personal information for specified purposes.

Company intends to take reasonable steps to protect the security, integrity and confidentiality of the information it collects, uses,

stores, and discloses, and it takes steps to strengthen its security protocols and infrastructure, however, the Company’s information

technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance, or other disruptions.

The Company also could be negatively impacted by software bugs or other technical malfunctions, as well as employee error or malfeasance.

Advanced cyber-attacks can be multi-staged, unfold over time, and utilize a range of attack vectors with military-grade cyber weapons

and proven techniques, such as spear phishing and social engineering, leaving organizations and users at high risk of being compromised.

Any such access, disclosure, or other loss of information could result in legal claims or proceedings, liability under laws that protect

the privacy of personal information, regulatory penalties, a disruption of the Company’s operations, damage to its reputation,

a loss of confidence in the Company’s business, early termination of its contracts and other business losses, indemnification of

its customers, liability for stolen assets or information, increased cybersecurity protection and insurance costs, financial penalties,

litigation, regulatory investigations and other significant liabilities, any of which could materially harm and adversely affect the

Company’s business, revenues, and competitive position.

Company is dependent on third parties to, among other things, maintain its servers, provide the bandwidth necessary to transmit content,

and utilize the content derived therefrom for the potential generation of revenues.

Company depends on third-party service providers, suppliers, and licensors to supply some of the services, hardware, software, and operational

support necessary to provide some of its products and services.

Some of these third parties do not have a long operating history or may

not be able to continue to supply the equipment and services we desire in the future.

If demand exceeds these vendors’ capacity,

or if these vendors experience operating or financial difficulties or are otherwise unable to provide the equipment or services we need

in a timely manner, at our specifications and at reasonable prices, our ability to provide some products and services might be materially

adversely affected, or the need to procure or develop alternative sources of the affected materials or services might delay our ability

to serve our users.

These events could materially and adversely affect our ability to retain and attract users, and have a material negative

impact on our operations, business, financial results, and financial condition.

we do not intend to pay any cash dividends on our shares of common stock in the near future, our shareholders will not be able to receive

a return on their shares unless and until they sell them.

intend to retain a significant portion of any future earnings to finance the development, operation and expansion of our business.

do not anticipate paying any cash dividends on our common stock in the near future.

The declaration, payment, and amount of any future

dividends will be made at the discretion of our board of directors, and will depend upon, among other things, the results of operations,

cash flows, and financial condition, operating and capital requirements, and other factors as our board of directors considers relevant.

There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount

of any such dividend.

Unless our board of directors determines to pay dividends, our shareholders will be required to look to appreciation

of our common stock to realize a gain on their investment.

There can be no assurance that this appreciation will occur.

are dependent on key personnel the loss of whose services would have a materially adverse effect on our business.

continued success will depend, to a significant extent, on the services of our executive management team, and key personnel.

more of these individuals were to leave, there is no guarantee we could replace them with qualified individuals in a timely or economically

satisfactory manner or at all.

The loss or unavailability of any or all of these individuals could harm our ability to execute our

business plan, maintain important business relationships and complete certain product development initiatives, which would have a material

adverse effect on our business, results of operations and financial conditions.

are a new company with a brief operating history, no revenue and an untested business plan which may not be accepted in the markets in

which we intend to operate.

were formed in Nevada in October 2020.

We will encounter difficulties, including unforeseen difficulties as an early-stage, pre-revenue

company in establishing the credibility of our brand and commercial acceptability of our launched app.

will incur net losses in the foreseeable future if we are unable to anticipate market trends and match our service offerings to market

Our business strategy is unproven, and we may not be successful in addressing early-stage challenges, such as establishing

our position in the market and developing effective marketing of our Thumzup app.

To implement our business plan, we will be required

to obtain additional financing.

We cannot guaranty that such additional financing will be available.

prospects must be considered highly speculative, considering the risks, expenses, and difficulties frequently encountered in the establishment

of a new business with an unproven business plan, specifically the risks inherent in developmental stage companies seeking to have app

users with limited number social media followers endorse products or services at a level that advertisers will seek to fund and support.

We expect to continue to incur significant operating and capital expenditures and, as a result, we expect significant net losses in the

future which may materially affect our operationally viability.

We cannot assure that we will be able to achieve positive cash flow operations

not be able to continue to supply the equipment and services the Company desires in the future.

If demand exceeds these vendors’

capacity, or if these vendors experience operating or financial difficulties or are otherwise unable to provide the equipment or services

the Company needs in a timely manner, at its specifications and at reasonable prices, the Company’s ability to provide some products

and services might be materially adversely affected, or the need to procure or develop alternative sources of the affected materials

or services might delay its ability to serve its users.

These events could materially and adversely affect the Company’s ability

to retain and attract users, and have a material negative impact on its operations, business, financial results, and financial condition.

the Company does not intend to pay any cash dividends on its shares of common stock in the near future, shareholders will not be able

to receive a return on their shares unless and until they sell them.

Company intends to retain a significant portion of any future earnings to finance the development, operation and expansion of its business.

The Company does not anticipate paying any cash dividends on its Common Stock in the near future.

The declaration, payment, and amount

of any future dividends will be made at the discretion of the Company Board of Directors, and will depend upon, among other things, the

results of operations, cash flows, and financial condition, operating and capital requirements, and other factors as its Board of Directors

considers relevant.

There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with

respect to the amount of any such dividend.

Unless the Board of Directors determines to pay dividends, Shareholders will be required

to look to appreciation of the Company’s Common Stock to realize a gain on their investment.

There can be no assurance that this

appreciation will occur.

Company is dependent on key personnel.

Company’s continued success will depend, to a significant extent, on the services of its Directors, executive management team,

and key personnel.

If one or more of these individuals were to leave, there is no guarantee the Company could replace them with qualified

individuals in a timely or economically satisfactory manner or at all.

The loss or unavailability of any or all of these individuals

could harm the Company’s ability to execute its business plan, maintain important business relationships and complete certain product

development initiatives, which would have a material adverse effect on its business, results of operations and financial conditions.

Company may not be able to successfully execute the business plan.

Company is raising significant amounts of capital in order to scale its operations.

This will allow the Company to expand its operations

and continue to build out its business model.

There is no guarantee that the Company will be able to achieve or sustain the foregoing

within the anticipated timeframe, or at all – even though the Company’s Directors and Officers are industry professionals.

The Company may exceed the budget, encounter obstacles in development activities, or be hindered or delayed in implementing the Company’s

plans, any of which could imperil the Company’s ability to execute its business plan.

Company is a new company with a brief operating history, no revenue and an untested business plan which may not be accepted in the markets

in which it intends to operate.

Company was formed in Nevada in October 2020 and will encounter difficulties, including unforeseen difficulties as an early-stage, pre-revenue

company in establishing the credibility of its brand and service.

Company will incur net losses in the foreseeable future if it is unable to anticipate market trends and match its service offerings to

market patterns.

The Company’s business strategy is unproven, and it may not be successful in addressing early-stage challenges,

such as establishing the Company’s position in the market and developing effective marketing of its Thumzup® App.

its business plan, the Company will be required to obtain additional financing but cannot guaranty that such additional financing will

be available.

Company’s prospects must be considered highly speculative, considering the risks, expenses, and difficulties frequently encountered

in the establishment of a new business with an unproven business plan, specifically the risks inherent in developmental stage companies

seeking to have mobile app users with limited number social media followers endorse products or services at a level that Advertisers

will seek to fund and support.

The Company expects to continue to incur significant operating and capital expenditures and, as a result,

it expects significant net losses in the future.

The Company cannot assure that it will be able to achieve positive cash flow operations

or, if achieved, that positive cash can be maintained for any significant period, or at all.

we believe that our business strategy addresses an underserved but significant niche of market segment utilizing an important users or

consumers whom we define as “micro-influencers,” we may not be successful in the implementation of our business strategy

or our business strategy may not be successful, either of which will impede our development and growth.

Our business strategy involves

attracting a large number of users who are active in social media and who are willing to make recommendations over our Thumzup app with

advertisers who find our service cost effective in generating sales and market support.

Our ability to implement this business strategy

is dependent on our ability to:

predict concerns of advertisers;

identify and engage advertisers;

convince a large number of end users to adopt our Thumzup mobile application;

establish brand recognition and customer loyalty;

manage growth in administrative overhead costs during the initiation of our business efforts.

do not know whether we will be able to successfully implement our business strategy or whether our business strategy will ultimately

be successful.

In assessing our ability to meet these challenges, a potential investor should consider our lack of operating history

and brand recognition, our focus on nano-influencer users, management’s relative inexperience, the competitive conditions existing

in our industry and general economic conditions and consumer discretionary spending habits.

Our growth is largely dependent on our ability

to successfully implement our business strategy.

Our revenue may be adversely affected if we fail to implement our business strategy

or if we divert resources to a business strategy that ultimately proves unsuccessful.

have not yet established brand identity and customer loyalty .

believe that establishing and maintaining brand identity and brand loyalty is critical to attracting and retaining active users to our

Thumzup app program.

In order to attract Thumzup app users to our program quarter over quarter, we may need to spend substantial funds

to create and maintain brand recognition among Thumzup app users.

If our branding efforts are not successful, our ability to earn revenues

and sustain our operations will be materially impaired.

and enhancement of our Thumzup app will also depend on our success in consistently providing high-quality, ease of use, fun to share

products or recommend services to our app users.

Since we rely on technology partners to provide portions of the service to our customers,

if our suppliers do not send accurate and timely data, or if our customers do not perceive the products we offer as attractive or superior,

the value of our Thumzup brand could be harmed.

Any brand impairment or dilution could decrease the attractiveness of Thumzup to one

or more of these groups, which could harm our business, results of operations and financial condition.

cannot assure that our Thumzup app will be commercially accepted by advertisers and users accepted .

the Company believes that its business strategy addresses an underserved but significant niche of market segment utilizing important

Creators or consumers whom it defines as “micro-influencers,” the Company may not be successful in the implementation of

its business strategy or its business strategy may not be successful, either of which will impede the Company’s development and

The Company’s business strategy involves attracting a large number of Creators who are active in social media and who are

willing to make recommendations over the Thumzup® App with Advertisers who find the Company’s service cost effective in generating

sales and market support.

The Company’s ability to implement this business strategy is dependent on its ability to:

concerns of Advertisers;

and engage Advertisers;

a large number of end users to adopt the Thumzup® App;

brand recognition and customer loyalty;

growth in administrative overhead costs during the initiation of the Company’s business efforts.

Company does not know whether it will be able to successfully implement its business strategy or whether the Company’s business

strategy will ultimately be successful.

In assessing the Company’s ability to meet these challenges, a potential Investor should

consider the Company’s lack of operating history and brand recognition, its focus on nano-influencer Creators, management’s

relative inexperience, the competitive conditions existing in its industry and general economic conditions and consumer discretionary

spending habits.

The Company’s growth is largely dependent on its ability to successfully implement its business strategy.

Company’s revenue may be adversely affected if it fails to implement its business strategy or if the Company diverts resources

to a business strategy that ultimately proves unsuccessful.

Company has not yet established brand identity and customer loyalty .

Company believes that establishing and maintaining brand identity and brand loyalty is critical to attracting and retaining active users

to the Thumzup® App program.

In order to attract Thumzup® App Creators to the Company’s program quarter over quarter, the

Company may need to spend substantial funds to create and maintain brand recognition among Thumzup® App users.

If the Company’s

branding efforts are not successful, its ability to earn revenues and sustain its operations will be materially impaired.

and enhancement of the Thumzup® App will also depend on the Company’s success in consistently providing high-quality, ease-of-use,

fun-to-share products or recommended services to the Company’s App users.

Since the Company relies on technology partners to provide

portions of the service to its customers, if the Company’s suppliers do not send accurate and timely data, or if its customers

do not perceive the products it offers as attractive or superior, the value of the Thumzup® brand could be harmed.

Any brand impairment

or dilution could decrease the attractiveness of Thumzup® to one or more of these groups, which could harm the Company’s business,

results of operations and financial condition.

Company cannot assure investors that the Thumzup® App will be accepted.

of demand and market acceptance of service offerings are subject to a high level of uncertainty and challenges to implementation.

success of our service offerings primarily depends on the interest of end users joining our service, as to which we cannot assure you.

In general, achieving market acceptance for our services will require substantial marketing efforts and the expenditure of significant

funds, the availability of which we cannot assure you, to create awareness and demand among customers.

We have limited financial, personnel

and other resources to undertake extensive marketing activities.

Accordingly, no assurance can be given as to the acceptance of our app

services or our ability to generate the revenues necessary to remain in business.

better financed competitor may enter our marketplace, cause our market share or acceptance rates to plummet and adversely affect our

ability to sustain viable operations.

platforms are in operation for professional or large-scale influencers, to our knowledge no other company is currently offering advertisers

a scalable platform to activate everyday end-user micro-influencers who do not possess a large legion of followers.

The success of our

service offerings primarily depends on the interest of end users and advertisers joining our service, as opposed to a similar service

offered by a competitor catering to celebrities or other large-scale influencers.

If a direct competitor having greater human and cash

resources enters our market targeting micro-influencers, our achieving market acceptance for the Thumzup app may require additional marketing

efforts and the expenditure of significant funds to create awareness and demand among customers.

We have limited financial, personnel

and other resources to undertake additional marketing activities.

Accordingly, we may be unable to compete, our operations may suffer

and we may suffer greater losses.

we may own various intellectual property rights, these rights may not provide us with any competitive advantage

use “Thumzup TM ” as a brand name however, we cannot assure you that the services we sell, or that our brand name

will not infringe on the intellectual property rights of others, or that our assertions of intellectual property rights will be enforceable

or provide protection against competitive products or otherwise be commercially valuable.

Moreover, enforcement of intellectual property

rights typically requires time-consuming and costly litigation, and we cannot assure that others will not independently develop substantially

What changed 10-K

Item 1A. Risk Factors