What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-03-31 compared with 2022-03-17 · 23 added, 21 removed, 16 unchanged (73% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

The Company’s common stock is not quoted on a national exchange.

As of the date of this filing, Company’s common stock is listed on the OTC Markets with a trading symbol of “TZUP” but

trades by appointment or not at all.

As of March 17, 2022, there were 6,120,171 shares

of the registrant’s common stock outstanding, of which 754,500 are registered shares that may become available for trading should

a market develop.

Market value of these shares is currently deemed to be $1,131,750 based on recent private transactions at $1.50 per

share, although actual prices per share may vary when and if a trading market develops.

are authorized to issue up to 100,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock.

As of December 31, 2021 and the date of this filing, there were 6,037,836 shares of common stock issued and outstanding and 64 shareholders

of record and 6,120,171 shares of common stock issued and outstanding and 68 shareholders of record respectively.

The number of record

holders does not include persons who held shares of our common stock in “street name” accounts through brokers, banks and

other financial institutions.

As of December 31, 2021, there were no shares of our Preferred Stock issued and outstanding.

Company’s common stock is not traded on a national exchange.

As of the date of this filing, Company’s common stock is quoted

on the OTCQB tier of OTC Markets Group with a trading symbol of “TZUP.”

of March 29, 2023, there were 7,126,336 shares of the registrant’s common stock outstanding,

of March 29, 2023 there were 77 stockholders of record.

The number of record holders was determined from the records of our transfer

agent and does not include beneficial owners of Common Stock whose shares are held in the names of various security brokers, dealers,

and registered clearing agencies.

The transfer agent of our Common Stock is Securitize (Pacific Stock Transfer), located at 6725 Via

Austi Pkwy Suite 300, Las Vegas, NV 89119.

Company’s authorized capital stock consists of 250,000,000 shares of Common Stock, par value $0.001 per share, 25,000,000 shares

of blank check preferred stock, par value $0.001 per share, of which 1,000,000 have been designated as Series A Preferred Convertible

Voting stock.

As of March 26, 2023, 7,126,336 shares of Common Stock and 128,312 shares of Series A Preferred Convertible Voting stock

were issued and outstanding.

All outstanding shares of the Company’s Common Stock and Series A Preferred Convertible Voting Stock

are duly authorized, validly issued, fully-paid and non-assessable.

As of the date of this Annual Report on Form 10-K, only shares of

Common Stock and Series A Preferred Convertible Voting Stock are outstanding.

have not declared or paid any cash dividends on our common stock during the fiscal year and do not currently anticipate paying cash dividends

1 unchanged sentence

Sales of Unregistered Securities

During the months of February, March and April 2021

the company sold an aggregate of 724,500 shares to 55 persons for an aggregate of $724,500.

During the month of December 2021, the company

sold an aggregate of 283,336 shares to 7 persons for an aggregate of $425,000.

the year ended December 31, 2022, the Company sold 286,834 shares of common stock for cash proceeds of $04,000.

From September 21, 2022

to December 29, 2022, the Company sold 28,004 shares of Series A Preferred Convertible Voting Stock for aggregate proceeds of $1,259,995.

The Company incurred $149,137 in offering costs.

The offers and sales were made in reliance on the exemption

10 unchanged sentences

was for corporate and products development and general working capital.

SELECTED FINANCIAL DATA.

a smaller reporting company, we are not required to provide the information required by this item.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity