What changed in this filing

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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-17 · 604 added, 306 removed, 191 unchanged (83% of the section changed)

8 unchanged sentences

that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified

rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s

PEO and PFO, as appropriate, to allow timely decisions regarding required disclosure.

in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including

the Company’s PEO and PFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

12 unchanged sentences

in Internal Control Over Financial Reporting

were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under

the Exchange Act) that occurred during the quarter ended March 31, 2020 which have materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)

that occurred during the year ended December 31, 2022 which have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

OTHER INFORMATION.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

forth below is information regarding our directors and executive officers as of the date of this annual report to the Form 10-K.

Chairman & Chief

Executive Officer

name and age of our Directors and Executive Officers are set forth below.

All Directors are elected annually by the stockholders to serve

until the next annual meeting of the stockholders and until their successors are duly elected and qualified.

The officers are elected

by our Board of Directors (the “Board”).

of the Board of Directors and Chief Executive Officer

directors serve for one year and until their successors are elected and qualified.

1 unchanged sentence

There are no family relationships among any of our officers and directors.

The Bylaws provide that the Company shall be managed

by a Board of at least one (1) and up to five (5) Directors.

As of the date of this Annual Report on Form 10-K, we have two (2) sitting

concerning our executive officers and directors is set forth below.

Steele is the Chief Executive Officer and sole director of Thumzup™ Media Corporation.

From October 2019 until

Steele has operated a consulting business that has provided investor relations, financial, sales and marketing consulting

services to various clients.

Chief Executive Officer, President, Secretary, Treasurer, Director

Steele is the Chief Executive Officer and a director of Thumzup Media Corporation.

From October 2019 until present Mr.

Steele has operated

a consulting business that has provided investor relations, financial, sales and marketing consulting services to various clients.

Steele was the Director of Client Positioning at IRTH Communications, LLC from January 2017 to September 2019.

From May 2016 through December 2016 Mr.

Steele was an independent consultant rendering sales, marketing and investor relations

From January 2010 to May 2016 Mr.

From May 2016 through

December 2016 Mr.

Steele was an independent consultant rendering sales, marketing and investor relations services.

From January 2010

to May 2016 Mr.

Steele was the President of Rightscorp, Inc.

While at Rightscorp, Mr.

Steele designed and

deployed patented intellectual property software as a service (SaaS) tools that were used by major brands like Warner Bros.

their intellectual property.

Steele designed and deployed patented intellectual

property software as a service (SaaS) tools that were used by major brands like Warner Bros.

to protect their intellectual property.

As President of Rightscorp, Mr.

Steele led the design of the software used by clients like Sony/ATV and

Steele led the design of the software used by clients like Sony/ATV and BMG.

BMG successfully used Mr.

Steele’s technology to win a landmark $25 million judgment against Cox Communications for copyright

infringement .

Steele holds a BS in Electronic and Computer Engineering from George Mason University.

use independent contractors, software developers and consultants and have no full-time employees, other than Mr.

Steele who devotes the

majority of his time on Thumzup™ matters.

Steele’s technology to win a landmark $25 million judgment against Cox Communications for copyright infringement.

a BS in Electronic and Computer Engineering from George Mason University.

Haag is the Managing Member and sole owner of Westside Strategic Partners LLC, which is an investor in the Company.

Since 2012, Mr.

has been a Managing Director of IRTH Communications, LLC, which provides financial communications

services, and strategic consulting to its clients .

He was previously employed in the brokerage, investment banking industries

from about 1993 – 2001 and formerly held the Series 7, 24 and 63 licenses.

in Asia from 2008-2012, he held senior positions with an investment fund and also an investment bank based in Saigon, Vietnam in 2008.

From 2009-2012 he served as Managing Director of Asia for IRTH Communications, LLC and was based out of Shanghai, China.

From approximately

2002 -2007 he was Director of Speculative Investments at KMVI, a family office / holding company which invested in restaurants, oil,

private equity, publicly traded companies, real estate and a wide array of other industries.

While at KMVI, he was also President and

CEO of Utopia Optics (majority owned by KMVI), an eyewear and apparel company focused on consumers in the action sports markets.

Haag graduated from Hamilton College with a Bachelor of Arts in History in 1988.

EXECUTIVE COMPENSATION.

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our other most highly compensated executive officers, or the named executive officers, as of the end of the 2022 fiscal year.

Annual Compensation

Compensation Awards

Name and Principal Position

and Principal Position

Robert Steele

Chief Executive Officer

Executive Officer

Steele, CEO, President, Secretary, and Treasurer is compensated $5,000 per month for his services as Chief Executive Officer of the Company,

commencing on October 1, 2022.

Steele is not compensated for his services as a director of the Company.

Steele received a bonus

of $1,653 during the year ended December 31, 2022.

following table presents the total compensation for the non-employee director of our Board during the fiscal year ended December 31,

Other than as set forth in the table and described more fully below, we did not pay any compensation, reimburse any expense of,

make any equity awards or non-equity awards to, or pay any other compensation to any of the other members of our Board in such period.

Compensation ($)

Haag is compensated $1,000 per quarter for his services as a director, which commenced on July 1, 2022.

As of December 31, 2022, $1,000

is owed to Mr.

Haag for his services as a director.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

following table sets forth information as of March 1, 2022, regarding beneficial ownership of our capital stock by:

person, or group of affiliated persons, known by us to beneficially own more than 5% of any class of

voting securities;

each of our directors;

each of our named executive

all of our current executive

officers and directors as a group.

table lists applicable percentage ownership based on 6,120,171 shares of common stock outstanding as of March 1, 2022.

ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

Except as noted by footnote, and subject to community property laws where applicable, we believe, based on the information provided to

us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common

stock shown as beneficially owned by them.

as otherwise noted below, the address for each person or entity listed in the table is c/o Thumzup™ Media Corporation and as denoted

of Beneficial Owner

Outstanding(2)

following table sets forth certain information regarding the beneficial ownership of our Common Stock, and Series A Preferred Convertible

Voting Stock by (i) each person who, to our knowledge, owns more than 5% of our Common Stock or Series A Preferred Convertible Voting

Stock (“Series A Preferred”), (ii) our current directors and the named executive officers identified under the heading “Executive

Compensation” and (iii) all of our current directors and executive officers as a group.

We have determined beneficial ownership

in accordance with applicable rules of the SEC, and the information reflected in the table below is not necessarily indicative of beneficial

ownership for any other purpose.

Under applicable SEC rules, beneficial ownership includes any shares as to which a person has sole or

shared voting power or investment power and any shares which the person has the right to acquire within 60 days after March 29, 2023

through the exercise of any option, warrant or right or through the conversion of any convertible security.

Unless otherwise indicated

in the footnotes to the table below and subject to community property laws where applicable, we believe, based on the information furnished

to us that each of the persons named in this table has sole voting and investment power with respect to the shares indicated as beneficially

Certificate of Designation of the Series A Preferred contains a blocker which prohibits the conversion of the Series A Preferred into

shares of common stock if the number of shares of common stock to be issued pursuant to such conversion would exceed, when aggregated

with all other shares of common stock owned by the holder at such time, the number of shares of Common Stock that would result in the

holder beneficially owning (as determined in accordance with Section 13(d) of the 1934 Act and the rules thereunder) more than 4.99%

of all of the common stock outstanding at such time (the “4.99% Beneficial Ownership Limitation”);

provided, however, that,

upon the holder providing the Company with sixty-one (61) days’ advance notice (the “4.99% Waiver Notice”) that the

holder would like to waive Section 4(f) of the Certificate of Designations with regard to any or all shares of common stock issuable

upon conversion of the Series A Preferred, Section 4(f) will be of no force or effect with regard to all or a portion of the Series A

Preferred referenced in the 4.99% Waiver Notice but shall in no event waive the 9.99% Beneficial Ownership Limitation (the “9.99%

Beneficial Ownership Limitation”).

The paragraph forgoing constituting the (“Series A Blocker”).

information set forth in the table below is based on 7,126,336 shares of our Common Stock and 128,312 shares of Series A Preferred issued

and outstanding on March 29, 2023.

In computing the number of shares of Common Stock beneficially owned by a person and the percentage

ownership of that person, we deemed to be outstanding all shares of Common Stock subject to options, warrants, rights or other convertible

securities held by that person that are currently exercisable or will be exercisable within 60 days after March 29, 2023.

deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated,

the principal address of each of the Stockholders below is in care of Thumzup™ Media Corporation, 11845 W.

Olympic Blvd, Ste 1100W

#13, Los Angeles, CA 90064.

Number of Shares of Common Stock Beneficially Owned

Percentage of Common Stock Beneficially Owned

Number of Shares of Series A Preferred Owned

Percentage of Series A Preferred Beneficially Owned

% of Total Voting Power

Directors and Named Executive Officers

Robert Steele

Danny Lupinelli

All directors and executive

officers as a group

considered to beneficially own any shares:

(i) over which such person, directly or indirectly, exercises sole or shared voting or

investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days (such as

through exercise of stock options or warrants).

Unless otherwise indicated, voting and investment power relating to the shares shown

in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the

owner’s spouse or children.

table above excludes 2,010,938 shares issuable upon conversion of the senior secured convertible promissory notes issued in November

A note holder is not entitled to convert any portion of the senior secured convertible promissory note in excess of that portion

of the note upon conversion of which the sum of (1) the number of shares of common stock beneficially owned by the note holder and its

affiliates and (2) the number of conversion shares issuable upon the conversion would result in beneficial ownership by a note holder

and its affiliates of more than 4.50% of the then outstanding shares of common stock.

time to time, the number of our shares held in the “street name” accounts of various securities dealers for the benefit of

their clients or in centralized securities depositories may exceed 5% of the total shares of our common stock outstanding.

Robert Haag (1)

All directors and named executive officers as a group (2 people)

Other 5% Stockholder

Daniel Lupinelli

1,500,000 (4)

Joe Thomas (5)

Andrew Haag (8)

Robert Haag, a Director of the Company, is the Managing Member and sole owner of Westside Strategic Partners, LLC.

Robert Haag has voting

control and investment discretion over securities held by Westside Strategic Partners, LLC.

As such, Robert Haag may be deemed to be

the beneficial owner (as determined under Section 13(d) of the Exchange Act) of the securities held by Westside Strategic Partners, LLC.

Consists of (i) 244,645 shares of common stock held by Westside Strategic

Partners, LLC, (ii) 125 shares of common stock held by Robert Haag, and (iii) 110,735 shares of common stock underlying 27,307 shares

of Series A Preferred held by Westside Strategic Partners, LLC.

Excludes (i) 299,163 shares of common stock underlying 27,307 shares of

Series A Preferred held by Westside Strategic Partners, LLC as such conversion is prohibited by the Series A Blocker and (ii) 11,150 shares

of common stock for which Westside Strategic Partners, LLC has subscribed under the Company’s qualified offering under Regulation

A+ as the subscription proceeds and agreement are being held in escrow until such time that the Company chooses to conduct the first closing

of the offering.

As the Company may elect to never conduct a closing under its qualified offering under Regulation A+, the Company has

determined these shares are not under the control of Mr.

Haag as of March 29, 2023.

Consists of 27,307 shares of Series A Preferred held by Westside Strategic Partners, LLC.

Consists of 1,500,000 shares of common stock held by Mr.

Excludes 223 shares of common stock for which Mr.

Lupinelli has

subscribed under the Company’s qualified offering under Regulation A+ as the subscription proceeds and agreement are being

held in escrow until such time that the Company chooses to conduct the first closing of the offering.

As the Company may elect to

never conduct a closing under its qualified offering under Regulation A+, the Company has determined these shares are not under the

control of Mr.

Lupinelli as of March 29, 2023.

Joe Thomas is the Managing Member of SLS Group, LLC and Optimum Holdings, Inc.

Joe Thomas has voting control and investment discretion

over securities held by SLS Group, LLC and Optimum Holdings, LLC.

As such, Joe Thomas may be deemed to be the beneficial owner (as determined

under Section 13(d) of the Exchange Act) of the securities held by SLS Group, LLC and Optimum Holdings, Inc.

The address of Mr.

is 4580 S Thousand Oaks Drive Salt Lake City, UT 84124.

Consists of (i) 92,088 shares of common stock held by SLS Group, LLC and (ii) 354,706 shares of common stock held by Optimum

Holdings, Inc.

Excludes (i) 715,953 shares of common stock underlying 47,730 shares of Series A Preferred held by Optimum Holdings,

as such conversion is prohibited by the Series A Blocker and (ii) 22,245 shares of common stock for which SLS Group, LLC has subscribed under the

Company’s qualified offering under Regulation A+ as the subscription proceeds and agreement are being held in escrow until such

time that the Company chooses to conduct the first closing of the offering.

As the Company may elect to never conduct a closing under

its qualified offering under Regulation A+, the Company has determined these shares are not under the control of Mr.

Thomas as of March

Consists of 47,730 shares of Series A Preferred held by Optimum Holdings, Inc.

Andrew Haag is the Managing Member of Hampton Growth Resources, LLC.

Andrew Haag has voting control and investment discretion over securities

held by Hampton Growth Resources, LLC.

As such, Andrew Haag may be deemed to be the beneficial owner (as determined under Section 13(d)

of the Exchange Act) of the securities held by Hampton Growth Resources, LLC.

The address of Mr.

Haag is 1688 Meridian Ave, Ste 700 Miami Beach, FL 33139.

Consists of 411,418 shares of common stock held by Hampton Growth Resources, LLC.

Excludes (i) 721,144 shares of common stock

underlying 48,076 shares of Series A Preferred held by Hampton Growth Resources, LLC as such conversion is prohibited by the Series

A Blocker and (ii) 22,444 shares of common stock

for which Hampton Growth Resources, LLC has subscribed under the Company’s qualified offering under Regulation A+ as the subscription

proceeds and agreement are being held in escrow until such time that the Company chooses to conduct the first closing of the offering.

As the Company may elect to never conduct a closing under its qualified offering under Regulation A+, the Company has determined these

shares are not under the control of Mr.

Haag as of March 29, 2023.

Consists of 48,076 shares of Series A Preferred held by Hampton Growth Resources, LLC.

September 21, 2022, Robert Steele, and Danny Lupinelli entered into Lockup Agreements (the “Lockup Agreement’) with holders

of the Series A Preferred Convertible Stock over the ownership of their securities.

Other than with respect to certain issuances, without

the prior consent of 51% of the holders of the Series A Preferred Convertible Stock of the Company, will not (i) offer, pledge, sell,

contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant

to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of stock of the Company or any securities

convertible into or exercisable or exchangeable for shares of capital stock of the Company;

(ii) file or cause to be filed any registration

statement with the Securities and Exchange Commission relating to the offering of any shares of capital stock of the Company or any securities

convertible into or exercisable or exchangeable for shares of capital stock of the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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or will have a direct or indirect material interest.

November 19, 2020, Westside Strategic Partners, LLC, 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 convertible for $50,000 in consideration.

The convertible note was converted

into common stock and preferred shares on September 28, 2022 and the note is now retired.

March 16, 2021, Westside Strategic Partners, LLC, of which one of our Directors, Robert Haag, is the Managing Member and sole owner,

acquired 25,000 shares of Common Stock at $1.00 per share for a subscription in the amount of $25,000.

January 7, 2022, Westside Strategic Partners, LLC, of which one of our Directors, Robert Haag, is the Managing Member and sole owner,

acquired 33,334 shares of Common Stock at $1.50 per share for a subscription in the amount of $50,000.

July 7, 2022, Westside Strategic Partners, LLC, of which one of our Directors, Robert Haag, is the Managing Member and sole owner, acquired

16,667 shares of Common Stock at $3.00 per share for a subscription in the amount of $50,000.

September 27, 2022, Westside Strategic Partners, LLC, of which one of our Directors, Robert Haag, is the Managing Member and sole owner,

acquired 2,223 shares of our Series A Preferred Stock at $45 per share for a subscription in the amount of $100,000.

September 28, 2022, Westside Strategic Partners, LLC, 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 in principal and accrued interest for 22,962 shares of Series A Preferred Stock.

September 28, 2022, Westside Strategic Partners, LLC, of which one of our Directors, Robert Haag, is the Managing Member and sole owner,

acquired 169,644 shares of Common Stock for the conversion of debt in the amount of $18,660.88 in principal and accrued interest.

June 29, 2022, Robert Steele, our Chief Executive Officer and a Director, sold 100,000 shares of Common Stock for $30,000.00 in a private

transaction to an accredited investor.

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 and one of our investors Andrew

Haag is also a member.

Under the terms of the agreement, the Company will pay Elev8 $6,500 per month for six months and the Media Relations

Services Agreement will automatically renew into consecutive monthly periods unless either party provides 30 days written notice of cancellation.

This price is a discounted rate off Elev8’s normal monthly price of $9,500 per month.

December 15, 2022, Westside Strategic Partners, LLC, of which one of our Directors, Robert Haag, is the Managing Member and sole owner,

received a dividend of 490 shares of Series A Preferred Stock, per the terms of its Certificate of Designation.

December 30, 2022, Westside Strategic Partners, LLC, of which one of our Directors, Robert Haag, is the Managing Member and sole owner,

acquired 1,111 shares of our Series A Preferred Stock at $45 per share for a subscription in the amount of $50,000.

February 22, 2023, Daniel Lupinelli, a 10%+ shareholder of the Company, subscribed to purchase 223 shares of common stock at $4.50 per

share for a subscription amount of $1,003.50 under the Company’s qualified offering under Regulation A+.

The subscription is currently in escrow.

February 28, 2023, Westside Strategic Partners, LLC, of which one of our

Directors, Robert Haag, is the Managing Member and sole owner, subscribed to purchase 11,150 shares of common stock at $4.50 per share

for a subscription amount of $50,175 under the Company’s qualified offering under Regulation A+.

Westside Strategic Partners, LLC

will receive 1,115 shares of common stock as bonus shares under the terms of the qualified offering under Regulation A+.

The subscription

is currently in escrow.

March 15, 2023, Westside Strategic Partners, LLC, of which one of our Directors, Robert Haag, is the Managing Member and sole owner,

received a dividend of 521 shares of Series A Preferred Stock, per the terms of its Certificate of Designation.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

following table sets forth fees billed to us by our independent auditors for the years ended December 31, 2021 and 2020 for (i) services

rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services rendered

that are reasonably related to the performance of the audit or review of our financial statements that are not reported as Audit Fees,

and (iii) services rendered in connection with tax preparation, compliance, advice and assistance.

independent registered public accounting firm is Haynie & Company LLP, Auditor Firm ID 457.

Set forth below are approximate fees

for services rendered by Haynie & Company for the fiscal years ended December 31, 2022 and December 31, 2021.

Haynie & Company

Audit-Related Fees

All other fees

fees and audit related fees represent amounts billed for professional services rendered for the audit of our annual financial statements

and the review of our interim financial statements.

Before our independent accountants were engaged to render these services, their engagement

was approved by our Directors.

aggregate fees billed for each of the last two fiscal years for professional services rendered by Haynie & Company for the audit

of the Company’s annual financial statements and review of financial statements included in the Company’s annual report on

Form 10-K and in the Company’s quarterly reports on Form 10-Q, or services that are normally provided by the independent registered

public accounting firm in connection with statutory and regulatory filings or engagements for the fiscal years ending December 31, 2022

and 2021 were $30,500 and $25,000, respectively.

Audit-Related

aggregate fees billed in either of the last two fiscal years for assurance and related services by Haynie & Company that are reasonably

related to the performance of the audit or review of the registrant’s financial statements and are not reported under “Audit

Fees” for the fiscal years ending December 31, 2022 and 2021 were $0 and $0, respectively.

aggregate fees were billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning

for the fiscal years ending December 31, 2022 and 2021 was $0 and $1,050, respectively, for Haynie & Company.

fees billed for professional services provided by the principal accountant, other than the services reported above, for the fiscal years

ending December 31, 2022 and 2021 were $0 and $0, respectively, for Haynie & Company.

Company’s Board of Directors approves all auditing services and the terms thereof and non-audit services (other than non-audit

services published under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Pubic Company Accounting Oversight

Board) to be provided to the Company by the independent auditor;

provided, however, the pre-approval requirement is waived with respect

to the provisions of non-audit services for the Company if the “de minimis” provisions of Section 10A(i)(1)(B) of the Exchange

Act are satisfied.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Documents filed as part of this Annual Report:

Financial Statements.

financial statements and supplementary data required by this item begin on page F-1.

following documents are included on pages F-1 through F-6 attached hereto and are filed as part of this Annual Report on Form 10-K.

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets as of December 31, 2022 and 2021

Statements of Operations for the Years Ended December 31, 2022 and 2021

Statements of Stockholders’ Deficit for the Years Ended December 31, 2022 and 2021

Statements of Cash Flows for the Years Ended December 31, 2022 and 2021

Notes to Financial Statements

Financial Statement Schedules.

schedules are omitted because the required information is inapplicable, or the information is presented in the financial statements and

the related notes.

of Incorporation;

Incorporated by reference from the Company’s Form S-1 filed June 23, 2021

of Stock Purchase Agreement*

of Common Stock Financing Term Sheet*

of Registration Rights Agreement*

of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

of the Chief Executive Officer pursuant to 18 U.S.C.

financial statement schedules have been submitted because they are not required or are not applicable or because the information required

is included in the financial statements or the notes thereto.

Articles of Incorporation

Certificate of Amendment to the Articles of Incorporation filed November 4, 2022

Amended and Restated Bylaws

Form of Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Preferred Convertible Voting Stock

Form of Common Stock Certificate

Form of Stock Purchase Agreement

Form of Common Stock Financing Term Sheet

Form of Registration Rights Agreement

Form of Securities Purchase Agreement

Form of Escrow Agreement

Form of Subscription Agreement

Employment Agreement by and between the Company and Robert Steele dated October 18, 2022

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

of the Chief Financial Officer pursuant to 18 U.S.C.

Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Filed herewith.

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a management contract or compensatory plan.

FORM 10-K Summary

accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,

2 unchanged sentences

Robert Steele

Chief Executive Officer

(Principal Executive Officer)

/s/ Robert Steele

Executive Officer

Executive Officer)

Robert Steele

Chief Financial Officer

(Principal Financial/Accounting Officer)

Financial Officer

Financial/Accounting Officer)

accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant

and in the capacities and on the dates indicated.

Executive Officer

Robert Steele

Executive Officer (Principal Executive Officer) and

of the Board of Directors

Robert Steele

Financial Officer

TO FINANCIAL STATEMENTS

Media Corporation

Balance Sheets as of December 31, 2021 and 2020

Statements of Operations for the Year Ended December 31, 2021 and the period from October 27, 2020 (date of inception) through December 31, 2020

Statements of Shareholders’ Equity (Deficit) for the Year Ended December 31, 2021 and the period from October 27, 2020 (date of inception) to December 31, 2020

Statements of Cash Flows for the Year Ended December 31, 2021 and the period from October 27, 2020 (date of inception) to December 31, 2020

Notes to the Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Financial and Accounting Officer)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

2 unchanged sentences

have audited the accompanying balance sheets of Thumzup Media Corporation (the Company) as of December 31, 2022 and 2020, and the related

statements of operations, shareholders’ deficit, and cash flows for the year ended December 31, 2021 and for the period October

27, 2020 (date of inception) to December 31, 2020, and the related notes (collectively referred to as the financial statements).

opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31,

2021 and 2020, and the results of its operations and its cash flows for the year ended December 31, 2021 and for the period October 27,

2020 (date of inception) to December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

statements of operations,, stockholders’ deficit, and cash flows for each of the years in the years ended December 31, 2022 and

2021, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations

and its cash flows for each of the years ended December 31, 2022, in conformity with accounting principles generally accepted in the

United States of America.

Consideration

32 unchanged sentences

Haynie & Company

Lake City, Utah

FIRM NUMBER 457

Media Corporation

of December 31,

Salt Lake City, Utah

March 30, 2023

have served as the Company’s auditor since 2021

THUMZUP MEDIA CORPORATION

BALANCE SHEETS

current assets

Cash and cash equivalents

Restricted cash

Prepaid expenses and other current assets

Total current assets

Property and equipment, net

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

Accrued liabilities

Senior Secured Convertible Promissory Notes

Total current liabilities

Total liabilities

Stockholders' equity (deficit)

Common stock, $ 0.001

and equipment, net

AND STOCKHOLDERS’ EQUITY

payable and accrued expenses

secured convertible promissory notes

current liabilities

and contingencies

Stockholders’

stock - 20,000,000 shares

stock - Series A, $ 0.001

par value, $ 45,000

stated value, 1,000,000

shares authorized;

shares issued and outstanding

stock, $ 0.001 par

value, 250,000,000 shares

7,108,336 and

shares issued and outstanding at December 31, 2021 and 2020, respectively

Additional paid-in capital

Accumulated deficit

Total stockholders' equity (deficit)

TOTAL LIABILITIES & STOCKHOLDERS'

EQUITY (DEFICIT)

accompanying notes are an integral part of these financial statements and should be read in conjunction with these financial statements.

Thumzup™ Media

For the Year Ending December 31,

For the Period From October 27, 2020

(date of inception) to December 31,

Total revenue

6,037,836 shares

issued and outstanding, respectively

paid in capital

Subscription receivable

( 2,084,707 )

stockholders’ equity

liabilities and stockholders’ equity

The accompanying notes are an integral part of these financial

THUMZUP MEDIA CORPORATION

STATEMENTS OF OPERATIONS

the Years Ended December 31,

and marketing

and development

and administrative

and amortization

Operating Expenses

Sales and marketing

Research and development

General and administrative

Depreciation expense

Total operating expenses

(Loss) income from operations

Other income (expenses)

Interest (expense)

Total other income (expenses)

Net income (loss) before income taxes

Provision for income taxes

From Operations

( 1,210,614 )

Earnings per common share - Basic and diluted

Weighted average common shares outstanding -Basic

accompanying notes are an integral part of these financial statements and should be read in conjunction with these financial statements.

Income (Expense):

Other Income (Expense)

Loss Before Income Taxes

( 1,221,765 )

for Income Taxes (Benefit)

( 1,221,765 )

Income (Loss) Available to Common Stockholders

$ ( 1,221,765 )

$ ( 857,255 )

Income (Loss) Per Common Share:

Average Common Shares Outstanding:

The accompanying notes are an integral part of these

financial statements.

MEDIA CORPORATION

of Shareholders’ (Deficit) Equity

Retained Earnings/

Balance at October 27, 2020 (date of inception)

Issuance of Founders' common stock

OF CHANGES IN STOCKHOLDERS’ EQUITY

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

Preferred Stock

Balance at December 31, 2020

Beginning balance, value

Common stock issued for advisory

1 unchanged sentence

Offering costs

$ ( 106,713 )

$ ( 857,255 )

Balance at December 31, 2021

$ ( 862,942 )

accompanying notes are an integral part of these financial statements and should be read in conjunction with

financial statements.

Beginning balance, value

$ ( 862,942 )

Preferred Series A issued for cash

Preferred Series A issued for exchange of notes and interest

Preferred Series A issued for dividends

Common Stock issued for cash

Common Stock issued for services

Common Stock issued for conversion of notes

Stock issuance costs

$ ( 149,137 )

( 1,221,765 )

$ ( 1,221,765 )

Balance at December 31, 2022

$ ( 2,084,707 )

Ending balance, value

$ ( 2,084,707 )

accompanying notes are an integral part of these financial statements.

MEDIA CORPORATION

of Cash Flows

For The Year Ending December 31,

For The Period from October 27, 2020

(date of inception) to December 31,

STATEMENTS OF CASH FLOWS

For the Year Ended December 31,

Cash flows from operating activities:

$ ( 1,221,765 )

Depreciation expense

Adjustments to reconcile net loss to net cash used

in operating activities:

$ ( 857,255 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization expense

Stock issued for services

Preferred stock dividend paid with stock

Interest expense paid with stock on conversion

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable

and accrued expenses

cash used in operating activities

Accounts payable and accrued expenses

Net cash used in operating activities

( 1,083,960 )

Cash flows from investing activities:

Purchase of property and equipment

cash used in investing activities

Purchases of property and equipment

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from sale of common stock

issuance of convertible notes payable

Net cash provided by financing

Proceeds from sale of preferred stock

Subscription receivable

Costs incurred for equity sales

Net cash provided by financing activities

Net (decrease) increase in cash

restricted cash at the beginning of the year

restricted cash at the end of the year

Supplemental disclosures of cash

flow information:

Cash paid for interest

Cash paid for income taxes

accompanying notes are an integral part of these financial statements and should be read in conjunction with these financial statements.

Cash, beginning of year

Cash, end of year

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 issued for exchange of convertible notes and accrued interest

Common shares issued upon conversion of convertible notes and accrued interest

accompanying notes are an integral part of these financial statements.

Media Corporation

1 unchanged sentence

1 - Business Organization and Nature of Operations

Media Corporation (“Thumzup™” or “Company”) was incorporated October 27, 2020, under the laws of the State

of Nevada, and its headquarters is located in Carson City, Nevada.

The Company is software company dedicated to building an influencer

community around its mobile app (“App”).

The App will generate scalable word-of-mouth product posts and recommendations for

advertiser on social media and is designed to connect advertisers with individuals who are willing to promote their products online.

The Company recognized its first revenues in December 2021.

App enables users to select a brand they want to post about on social media.

Once the Thumzup™ user selects the brand and takes

a photo (using the App), the App will post the photo and a caption to the user’s social media accounts.

For the advertiser, the

Thumzup™ system enables brands to get real people to promote their products to their friends, rather than displaying banner ads

that people are tuning out.

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.

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

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.

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.

2 – Summary of Significant Accounting Policies

11 unchanged sentences

in facts and circumstances may cause the Company to revise these estimates.

estimates include estimates used in the valuation allowance related to deferred tax

Actual results may differ from these estimates.

and Cash Equivalents

cash equivalents include all cash on hand, demand deposits and short-term investments with original maturities of three months or less

when purchased.

The Company’s restricted cash consists of cash the Company is contractually obligated to maintain in accordance

with the terms of its November 19, 2020 Note Purchase and Security Agreement (See note 4).

The Company initially deposited $100,000 of

the financing proceeds into an escrow with an attorney selected by the note Holders (See Note 4) to be used solely for costs associated

with registering the Company’s shares issuable upon conversion of the notes.

After legal and escrow costs, the balance may be used

by the Company for general corporate purposes.

of December 31, 2021 and 2020, the Company’s cash and cash equivalents consisted of $424,445 and $101,317, respectively, and $0

and $100,000, respectively, in restricted cash.

Company’s prepaid expenses consists primarily of fees paid to legal counsel and accountants to assist in the registration of the

Company’s common stock with the United States Securities Commission (“SEC”).

As of December 31, 2021, the prepaid expenses

were charged to respective expense accounts upon completion of the registration of the Company’s common stock with the SEC and

had a $0 balance.

and cash equivalents include all cash on hand, demand deposits and short-term investments with original maturities of three months or

less when purchased.

of December 31, 2022 and 2021, the Company’s cash and cash equivalents consisted of $ 1,155,343

and $ 424,445 ,

respectively.

The Company maintains its cash in banks insured by the Federal Deposit Insurance

Corporation in accounts that at times may be in excess of the federally insured limit of $ 250,000 per bank.

The Company minimizes

this risk by placing its cash deposits with major financial institutions.

At December 31, 2022 and 2021, the uninsured balances

amounted to $ 905,343

and $ 174,445 ,

respectively.

There is a risk the Company may lose uninsured balances over the FDIC insurance limit.

of December 31, 2022 and December 31, 2021, the Company had $ 2,903 and $ 0 in prepaid expenses, respectively.

The Company’s prepaid

expenses as of December 2022 consisted primarily of fees paid to a consultant for business development services which were rendered in

January 2023.

and Equipment

6 unchanged sentences

estimated useful life for computer equipment is three years.

We periodically evaluate the appropriateness of remaining depreciable lives

assigned to computer equipment.

Depreciation expense for the year ended December 31, 2021 was $1,736.

and Development Costs

and development expenses primarily consist of outside contractor costs related to engineering, design and development of a working prototype

Thumzup™ App.

Generally accepted accounting principles define research costs as a planned search or investigation to discover new

knowledge with the hope that the results will eventually be useful in creating new products or services or significant improvements in

existing products or services.

Capitalization of research and development costs for software begins upon the establishment of technological

feasibility, which is generally the completion of a working prototype that has been certified as having no critical bugs and is a release

For the years ended December 31, 2021 and 2020, research and development costs for software were expensed when incurred as

they related to the initial product development stage for our Thumzup™ App.

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, 2022 and December 31, 2021

were $ 2,160 and $ 1,736 , respectively.

Company recognizes revenue when services are realized.

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.

accordance with ASC 606, the Company recognizes revenue to depict 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:

the contract(s) with a customer;

the performance obligation in the contract;

the transaction price;

the transaction price to the performance obligations in the contract;

revenue when (or as) the Company satisfies a performance obligation.

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.

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.

of Goods Sold

Company classifies its credit card transaction fees as cost of goods sold.

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.

Company utilizes the asset and liability approach to measure deferred tax assets and liabilities based on temporary differences existing

13 unchanged sentences

For the years ending December 31, 2022 and 2021, the Company recognized no interest and penalties.

Earnings (Loss) Per Common Share

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.

computation of basic and diluted income (loss) per share, for the year ended December 31, 2022 and 2021 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.

dilutive securities excluded from the computation of basic and diluted net loss per share are as follows:

of Potentially Dilutive Securities Excluded From Computation of Basic and Diluted Net Loss Per Share

Common shares issuable upon conversion of convertible notes

Common shares issuable upon conversion of preferred stock

Total potentially dilutive shares

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

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 consolidated financial statements and related disclosures.

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.

3 – Going Concern

15 unchanged sentences

and $ 424,445 ,

and the Company used $813,211and $13,683 to fund operating activities for the years ending December 31, 2021 and 2020, respectively.

The Company raised approximately $1,042,788 in capital contributions (net of offering costs of $106,713) during 2021 and may need to

raise additional funding and manage expenses in order to continue as a going concern.

and the Company used $ 1,083,960

and $ 813,211

to fund operating activities for the years ending

December 31, 2022 and 2021, respectively.

For the year ended December 31, 2022 the Company raised approximately $ 737,000

from the sale of 286,834

shares of its common stock and approximately

from the sale of 28,004

shares of Preferred Series A stock and incurred

offering costs of $ 149,137 .

The Company raised approximately $ 1,042,788

in capital contributions (net of offering costs of $ 106,731 )

The Company may need to raise additional funding and manage expenses in order to continue as a going concern.

4 - Senior Secured Convertible Promissory Notes

November 19, 2020, the Company issued $ 215,000 in Senior Secured Convertible Promissory Notes (“Senior Notes”).

Notes originally matured on November 21, 2021 and accrue interest at eight (8%) per annum.

Accrued interest maybe paid quarterly or converted

in to shares of common stock.

Notes originally matured on November 21, 2021 and accrued interest at eight ( 8 %) per annum.

Accrued interest maybe paid quarterly or

converted in to shares of common stock.

The note holders issued an extension of the due date on these notes to November 19, 2022.

Company’s borrowings are subject to a Note Purchase and Security Agreement (“Agreement”) which, among other things,

contains certain covenants.

In accordance with the Agreement, the Company secures the Senior Notes with all of the Company’s intellectual

property now or hereafter owned or created by or on behalf of the Company’s founding shareholders to operate the Company’s

The Company’s founding shareholders stock (“Founders’ Stock”) is pledged as additional collateral to

secure the terms and covenants of the Agreement and the other Financing Agreements.

The Founders’ Stock is held in escrow with

legal counsel selected by the Senior Note holders (“Holders”).

founding shareholders (“Founders”) have agreed to take no salaries, consulting fees, loans or payment of any kind from the

Company until after full satisfaction of each of the following conditions:

(1) registration of the shares underlying the Senior Notes

with the SEC” on Form S-1;

(2) obtaining a trading symbol from FINRA or its successor;

(3) listing of the Company’s shares

of common stock (“Common Stock”) for trading on OTCQB or a national securities exchange such as Nasdaq;

(4) completing an

equity raise of at least $3 million at a pre-money valuation for the Company of at least $10 million;

and (5) timely having made all

periodic and other filings required of a “reporting” company with the SEC for a period of not less than 12 months.

Company may prepay all or any portion of the Senior Notes, after providing 30 days prior written notice, at the Company’s option,

pro rata to each Holder, by paying one hundred thirty percent (130%) of (1) the then outstanding principal amount plus (2) accrued and

unpaid interest on that principal amount.

If pre-payment is offered, the Holders may elect to convert into shares of Common Stock instead

of accepting pre-payment.

In the event the Company repays the Senior Notes, a Holder, shall have a right, for a period of 12 months from

such repayment date, to acquire up to that number of shares of Common Stock of the Company that results from dividing the principal amount

of prepaid Note by $0.11 per share, which will be adjusted for any stock splits and recapitalizations.

any time while the Senior Notes are outstanding, and at the sole option of a Holder, the Senior Notes may be converted into shares of

the Common Stock, at $0.001 par value per share of the Company, or any shares of capital stock or other securities of the Company into

which such Common Stock shall hereafter be changed or reclassified.

Holder is not entitled to convert any portion of the Senior Note in excess of that portion of the Senior Note upon conversion of which

September 2022, the Company issued 777,663 shares of its common stock upon conversion of the Senior Notes and the associated accrued

interest payable of $ 85,543 and issued 95,596 shares of its Series A Preferred upon exchange of

the remaining principal balance and accrued interest of the Senior Notes of $ 157,733 .

The balance of the Senior Notes payable

at December 31, 2022 and December 31, 2021 was $ 0 and $ 215,000 , respectively.

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 par value, or any shares of capital stock or other securities of the Company into which such

common stock could have been changed or reclassified.

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 result in beneficial ownership by a Holder and its affiliates of more than 4.50% of the then

outstanding shares of Common Stock.

per share conversion price into which principal and interest outstanding will be convertible into shares of Common Stock hereunder shall

be equal to $0.11 cents per share.

The Agreement contains a protection feature (commonly referred to as a “Down Round”);

whereupon any issuance by the Company of Common Stock, or a security that is convertible into Common Stock, at a price lower than a net

receipt to the Company of $0.11 per share, then the conversion price will be adjusted to equal the lower price per share.

has accounted for the Down Round as a contingent beneficial feature and will record a benefit to a Holder, if and, when a conversion

price adjustment occurs.

shares issuable upon the conversion would have resulted in beneficial ownership by a Holder and its affiliates of more than 4.50 % of

the then outstanding shares of common stock.

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 cents per share.

The Senior Notes contained a protection feature whereupon any issuance by the Company of common stock,

or a security that was convertible into common stock, at a price lower than a net receipt to the Company of $ 0.11 per share, would result

in the conversion price being adjusted to equal the lower price per share.

The Company had classified this protection as a contingent

beneficial feature and would have recorded it as a benefit to a holder in the event a conversion price adjustment occurred.

The conversion

price adjustment for the Senior Notes never occurred.

September 2022, the Company entered into separate exchange agreements with the Holders of the Senior Secured Promissory Notes to allow

the conversion of their notes and accrued interest into shares of preferred stock.

In September 2022 the Holders of the Senior Secured

Promissory Notes exercised their option to convert their notes and accrued interest of $ 85,543 into 777,663 shares of

common stock, and $ 157,733 of notes and accrued interest were converted into 95,596 shares of Preferred Series A stock.

The balance of the Senior Secured Promissory Notes and the associated accrued interest payable at December 31, 2022 was $ 0 .

5 – Shareholders’ Equity

Company is authorized to issue 100 million shares of common stock with a par value of $0.001 per share.

As December 31, 2021 and 2020,

Preferred Stock

Company is authorized to issue 25,000,000 shares of preferred stock, par value $ 0.001 per share.

On September 26, 2022, the Company amended

a Certificate of Designation to the Secretary of State of Nevada designating 1,000,000 shares of preferred stock as Series A Preferred

which was originally submitted on September 21, 2022 (“Series A COD”).

Each shareholder shall have the right, at any time

and from time to time, at the shareholder’s option to convert any or all of such holder’s shares of Series A Preferred into

the number of shares of Common Stock.

Each share of Series A Preferred initially converts into 15 shares of Common Stock at a reference

rate of $ 3.00 per share of Common Stock subject to adjustments.

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 per share.

If paid in kind, the dividend shall be in shares of Series A Preferred (the “Dividend Shares”) valued

at the $ 45.00 per share of Series A Preferred (the “Purchase Price”) unless the closing price of the common stock on the

trading day prior to the issuance of the dividend is below the reference rate, in which case the dividend shares shall be valued at the

purchase price adjusted pursuant to the formula set forth in Section 3 of the Certificate of Designations.

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 Shares of its Series A Preferred at $ 45.00 per preferred share and received gross

proceeds of approximately $ 1,259,995 .

The Company issued 95,596 shares of its Series A Preferred for the exchange of the Senior Notes

and the associated accrued interest payable of $ 157,733 .

December 30, 2022, the Company issued 2,265 shares of Series A Preferred as Dividend Shares per the Series A COD.

of December 31, 2022, there were 125,865 shares of Series A Preferred outstanding.

Company is authorized to issue 250,000,000 million shares of common stock, par value $ 0.001 per share.

As of December 31, 2022 and 2021,

the Company had 7,108,336 and 6,037,836 shares issued and outstanding, respectively.

The shares were issued as follows:

3,500,000 shares

to Robert Steele (Founder and CEO) and 1,500,000 shares to Daniel Lupinelli (Founder).

The Founders’ common stock is pledged as

collateral on the Senior Secured Convertible Promissory Notes (See Note 4).

The Founders have agreed to take no salaries, consulting

fees, loans or payment of any kind from the Company until after full satisfaction of each of the following conditions:

(i) registration

of the shares underlying the senior secured convertible promissory notes with the United States Securities Commission (“SEC”)

(ii) obtaining a trading symbol from FINRA or its successor,;

(iii) listing of the Company’s shares of common stock

for trading on OTCQB or a national securities exchange such as Nasdaq;

(iv) completing an equity raise of at least $3 million at a pre-money

valuation for the Company of at least $10 million;

and (v) timely having made all periodic and other filings required of a “reporting”

company with the SEC for a period of not less than 12 months.

Company issued 30,000 shares of common stock to its legal counsel in January 2021, at par value per share of $0.001, pursuant to an engagement

letter entered into in December 2020.

During the year ended December 31, 2021, the Company sold 724,500 shares of common stock at $1.00

per share (par value $0.001 per share) and 283,336 shares of common stock at $1.50 per share (par value $0.001) to accredited investors

within the meaning of the federal securities laws in transactions exempt from registration under the Securities Act of 1933, as amended.

the year ended December 31, 2021, the Company issued 30,000

shares of common stock at par value of $ 30 for services rendered.

the year ended December 31, 2021, the Company issued 1,007,836 shares of common stock for investment of $ 1,042,787 , net offering costs

of $ 106,731 .

the year ended December 31, 2022, the Company issued 6,000

shares valued at $ 50,960 based on the market value of $ 8.49 per share on the date of the stock grant for services

the year ended December 31, 2022, the Company issued 286,834

shares of common stock for investment of $ 587,863 ,

net offering expenses of $ 149,137 .

the year ended December 31, 2022, the Company issued 777,663 shares of common stock for the conversion of convertible debt and accrued

interest of $ 85,543 .

6 – Income Taxes

As of December 31, 2021, the

Company has net operating loss carryforwards (“NOL”) of approximately $181,000, which is available to reduce future taxable

income, for federal and state income taxes, respectively.

of December 31, 2022, the Company has net operating loss carryforwards (“NOL”) of approximately $ 1,796,000 , which is available

to reduce future taxable income, for federal and state income taxes, respectively.

The NOL is scheduled to expire in 2037.

The Company has an accumulated

deficit of approximately $863,000 at the current federal tax rate of 21% results in the current NOL of $181,000 at December 31, 2021.

The Company has no income tax effect due to the recognition of a full valuation allowance on the expected tax benefits of future loss

carry forwards based on uncertainty surrounding realization of such assets.

The tax effect of the carry

forwards that give rise to deferred tax assets at December 31, 2021 consists of the following:

At the current

federal tax rate of 21% and including book to tax differences result in the current NOL of $ 319,000 at December 31, 2022.

has no income tax effect due to the recognition of a full valuation allowance on the expected tax benefits of future loss carry forwards

based on uncertainty surrounding realization of such assets.

During the year ended December 31, 2022, the Company has increased

the valuation allowance from $ 181,000 to $ 319,000 .

tax effect of the carry forwards that give rise to deferred tax assets at December 31, 2022 consists of the following:

of Deferred Tax Assets

Deferred tax benefit:

Deferred tax assets:

Net operating loss

Total deferred income tax assets

Deferred income tax liabilities

Net deferred income tax benefits

Total deferred tax assets

Valuation allowance

Deferred tax asset, net of allowance

reconciliation of the statutory income tax rate and the Company’s effective tax rate is as follows:

of Effective Income Tax Rate Reconciliation

Statutory U.S.

Book to tax differences

Valuation allowance

Effective tax rate

7 – Subsequent Events

effects of the Covid-19 pandemic on the Company’s development and operations cannot be estimated.

The Company continues the development

of its products and services.

Company received $123,500 from the sale of 72,335 shares of common stock to accredited investors within the meaning of the federal securities

laws in transactions exempt from registration under the Securities Act of 1933, as amended, subsequent to December 31, 2021.

Company has evaluated subsequent events from the balance sheet date through the date which the financial statements were available to

be issued and determined there are no other events to disclose.

Company has evaluated subsequent events from the balance sheet date through the date which the financial statements were issued.

March 15, 2023, the Company issued 2,447

Series A Preferred Convertible Voting Shares

(“Series A Preferred”) for a dividend per the terms of the Series A Preferred Certificate of Designation.

Company is currently conducting an offering under Regulation A+, pursuant to an Offering Statement on Form 1-A/A filed on December

23, 2022 and qualified on January 9, 2023, through which the Company is offering up to 2 million

shares of common stock at a purchase price of $ 4.50 per

The Company currently has subscriptions for 64,894 shares for an aggregate subscription amount of $ 292,023 in escrow as fully

described in the Company’s Form 1-A/A filed on December 23, 2022.

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 9A. Controls and Procedures